UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-K


[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the fiscal year ended December 31, 2010

                                      Or

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from _________ to _____________


                        Commission file number: 000-53835

                            FAIRWAY PROPERTIES, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)


             Nevada                                          41-2251802
----------------------------------                     ------------------------
 State or other jurisdiction of                            I.R.S. Employer
  incorporation or organization                          Identification No.

                     340 S Lemon Ave #5353, Walnut, CA 91789
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:
                                  866-532-4792

           Securities registered pursuant to Section 12(b) of the Act:

 Title of each class registered                        Name of each exchange
                                                        on which registered
----------------------------------                    ------------------------
         Not Applicable                                   Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:
                                  Common Stock
                                  ------------
                                (Title of Class)




<PAGE>



Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.                      Yes |_| No |X|


Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. |_|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.                                Yes |_| No |X|

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Website, if any, every Interactive Data file required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (section  232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files)        Yes |_| No |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |X|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filer       [___]          Accelerated filer             [___]
Non-accelerated filer         [___]          Smaller reporting company     [_X_]

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

There was no aggregate  market value of voting stock held by  non-affiliates  of
the  registrant  as of December  31, 2010 since the common  stock of the Fairway
Properties, Inc. does not trade on any of the markets, at this time.

On April 8, 2011, the 346,750 shares of common stock were held by non-affiliates
and had a value of $17,338 based on the average closing bid and ask.

There were 1,404,000  shares issued and outstanding of the  registrant's  Common
Stock as of April 8, 2011.



<PAGE>


                                TABLE OF CONTENTS

                                        PART I

ITEM 1       Business
ITEM 1 A.    Risk Factors
ITEM 1 B.    Unresolved Staff Comments
ITEM 2       Properties
ITEM 3       Legal Proceedings
ITEM 4       (Removed and Reserved)

                                       PART II

ITEM 5       Market for Registrant's Common Equity, Related Stockholder Matters
             and Issuer Purchases of Equity Securities
ITEM 6       Selected Financial Data
ITEM 7       Management's Discussion and Analysis of Financial Condition and
             Results of Operations
ITEM 7 A.    Quantitative and Qualitative Disclosures About Market Risk
ITEM 8       Financial Statements and Supplementary Data
ITEM 9       Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure
ITEM 9 A.    Controls and Procedures
ITEM 9 A(T). Controls and Procedures
ITEM 9B      Other Information

                                       PART III

ITEM 10      Directors, Executive Officers, and Corporate Governance
ITEM 11      Executive Compensation
ITEM 12      Security Ownership of Certain Beneficial Owners and Management and
             Related Stockholder Matters
ITEM 13      Certain Relationships and Related Transactions, and Director
             Independence
ITEM 14      Principal Accounting Fees and Services

                                       PART IV

ITEM 15      Exhibits, Financial Statement Schedules
SIGNATURES



<PAGE>

                           FORWARD LOOKING STATEMENTS

This  document   includes   forward-looking   statements,   including,   without
limitation,  statements relating to Fairway Properties,  Inc. ("Fairway") plans,
strategies,  objectives,  expectations,  intentions  and adequacy of  resources.
These forward-looking statements involve known and unknown risks, uncertainties,
and other  factors  that may cause  Fairway's  actual  results,  performance  or
achievements to be materially different from any future results,  performance or
achievements  expressed  or implied  by the  forward-looking  statements.  These
factors include, among others, the following:  ability of Fairway's to implement
its business strategy; ability to obtain additional financing; Fairway's limited
operating  history;  unknown  liabilities  associated with future  acquisitions;
ability to manage growth; significant competition; ability to attract and retain
talented  employees;  and  future  government  regulations;  and  other  factors
described in this document or in other of Fairway's  filings with the Securities
and Exchange Commission.  Fairway is under no obligation,  to publicly update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.

For further information about these and other risks,  uncertainties and factors,
please  review  the  disclosure  included  in this  report  under  Item 1A "Risk
Factors."

                                     PART I

ITEM 1.  BUSINESS

General

The  following  is a  summary  of  some  of the  information  contained  in this
document. Unless the context requires otherwise,  references in this document to
"We," Us," or the "Company" are to Fairway Properties, Inc.

About Fairway Properties, Inc.

Fairway  Properties,  Inc.  ("We," "Us," "Our," or "Fairway")  was  incorporated
under  the laws of the State of Nevada on  September  10,  2007.  It is a Nevada
corporation  organized for the purpose of offering real estate professionals and
advertisers    a    reliable,    high    quality,    niche    marketing    tool,
www.FairwayProperties.com  (the  "Website").  Our website is not incorporated as
part  of this  document.  We  have  recently  completed  development  and  begun
operation  of our  website.  Through the website,  we  capitalize  on the unique
features of e-business  technology.  It enables professionals and advertisers to
deliver  information  about golf  properties  and related real estate matters to
prospective  buyers.  Buyers can quickly locate,  view, and evaluate  properties
anywhere  and anytime they have  internet  access.  We provide an efficient  and
mutually  beneficial  means for real estate  professionals  and  advertisers  to
conduct business with prospective real estate buyers and sellers.

We have begun initial  operations.  We have no employees at the present time. We
outsource  website and customer  support  through Niche  Technologies  Inc. (dba
Niche Properties) ("Niche  Properties"),  a majority shareholder of the Company.
Currently,  the executive  officers of the Company contribute their services and
are not  receiving  salaries at this time.  We will begin to pay salaries to the
executive  officers in the first fiscal quarter the Company achieves net income,
though we cannot  make any  assurances  as to if the  Company  will  achieve net
income.

                                       1
<PAGE>

From  incorporation  through July 31, 2009,  we worked with Niche  Properties to
develop  and refine a website  that we could use to  advertise  golf course real
estate  listings.  After  several  iterations of the website,  Niche  Properties
delivered  a  functioning  system in late July 2009 that could  perform  all the
necessary functionality we need to generate revenue.

Fairway's Core Services

     o    Online marketing of property listings for paying listors
     o    Property  search  capabilities  for buyers (and  connecting  them with
          listors)
     o    Advertising (banners/rich media)
     o    Affiliation  marketing  offering  links and  advertising to affiliates
          within the FairwayProperties.com community

Fairway's Revenue Streams

     o    Property Listing Fees (both one-time and subscriptions)
     o    Listing Upgrade Fees (for featured listings and featured agents)
     o    Advertising  Fees (for  textual,  banner,  and rich  media ads  placed
          throughout the website)
     o    Affiliate Reselling of Niche Properties' Services

Website Status

We are still in the process of beta testing our website.  Beta testing  means we
were in a period of  development  where we are  testing  the website for quality
assurance and implementing  functionality to the website.  As a part of the beta
testing stage we are also gathering  feedback from beta website users to help us
improve the website for each  development  cycle.  During the beta testing stage
several  improvements  have been added to the  website to give us a  competitive
advantage  in the  market.  These  improvements  include  integration  of Google
Analytics.  This helps us track  analytics  and  behavior of all visitors to the
website.  It tracks and  reports a variety of  metrics  including  how a visitor
searches for property on the site,  what pages they view,  and how they progress
through  the  website's  checkout  process  when  purchasing  a listing.  Google
Analytics  can be used to track  the  success  of any  search  engine  marketing
campaigns  using  Google  Adwords.  This  allows  us to target  advertising  and
marketing to potential customers searching Google. Another important improvement
to the  site  has been  integrating  PayPal  to the  checkout  process  to allow
individual  property  listors to purchase  listing packages through the website.
This  allows the  website to process  orders on the website so we do not have to
restrict orders and transactions to phone calls.

With our new website  operational,  we have begun generating minimal revenue and
are planning additional steps to support revenue growth:

     (1)  We hired a commission based salesperson in early October 2009 to begin
          selling  the  website's  services  to  real  estate  agents,  property
          developers,  brokerages,  and home builders.  This salesperson did not
          perform any sales before  leaving the Company in January 2010, but did
          create a  salesperson  handbook  which  we will  use  once we  recruit
          additional commission based salespeople.

     (2)  We engaged a third  party call  center to place calls on our behalf to
          send potential customers to the website where they can sign up to list
          property  and make a  payment.  We did not trace any sales to the call
          center's sales  activities  and  discontinued  our engagement  after a
          trial period.

                                       2
<PAGE>

     (3)  We  have  conducted,   and  are  planning  additional,   pay-per-click
          campaigns with search engines  targeting  potential  property listors.
          Our most  recent  campaign  in early  March 2010  generated  our first
          paying customer through the Website.

     (4)  We are intending to launch several email marketing campaigns to opt-in
          customers  of  other  Niche  Properties  websites.  Niche  Properties'
          network of websites deliver  lifestyle  targeted real estate searches,
          and     include     LuxuryProperty.com,      HistoricalProperties.com,
          SkiProperties.com,       BankProperties.com,        EcoProperties.com,
          CastleProperties.com,                     WaterfrontageProperties.com,
          MovieProperties.com,  and  LoftProperties.com,  Niche Properties owns,
          developed,   maintains,   updates,   and  markets  the  aforementioned
          websites. We have engaged Mark P Knowles, a search engine optimization
          specialist,  through  Niche  Properties  and our  website  now has (a)
          Google page rank of 3 and (b) first page search  engine  placement for
          prime  keywords  like "golf  homes,"  "golf homes for sale," and "golf
          homes for rent."

     (5)  We have  entered  in an  Affiliate  Agreement  with  Niche  Properties
          whereby our sales team can resell  services  offered through the Niche
          Properties Network to enhance our service offering.

We are working closely with Niche Properties to implement the above  activities,
which we  believe  will  assist in  generating  revenue.  Niche  Properties  has
monetized two similar  lifestyle-based real estate websites  (LuxuryProperty.com
and HistoricalProperties.com) using these strategies.

Our plan is to earn revenue from the sale of property and agent  listings on our
web site, as well as reselling  services  offered  through the Niche  Properties
Network,  such as property and agent listings on other niche websites and Luxury
Property Blog  advertising.  We have already earned nominal revenue through both
of these activities.

NICHE TECHNOLOGIES, INC., d/b/a NICHE PROPERTIES LICENSE

On October 26, 2007, we entered into a Technology License Agreement  ("License")
with  Niche   Technologies,   Inc.,  d/b/a/  Niche   Properties,   our  majority
shareholder. Niche Properties owns and operates a collection of lifestyle themed
real estate websites. The websites feature all types of property in all areas of
the world.  Niche  Properties  makes money from property listing fees and banner
advertising  on its websites.  Niche  Properties  is a Colorado  company that is
owned and operated by Michael D. Murphy,  Robert Murphy, Sean Murphy, and Darren
Murphy.

The Licensed products and services include:

     (a)    Domain    Names:     FairwayProperties.com,     FairwayProperty.com,
Fairway-Properties.com, and Fairway-Property.com

     (b)  FairwayProperties.com   Website:  Includes  initial  site  production,
general site  maintenance,  and use of the Niche  Properties web application and
database.

The  License  has a term  of ten  years  and is from  the  effective  date,  and
thereafter,  shall be  automatically  renewable  for  successive 1 year periods,
unless 60 days prior to the termination any party hereto gives written notice to
the other party of its election not to renew this  Agreement for an additional 1
year period, in which event the License shall terminate at the end of the period
in which such notice was given.  The Royalty Rate is 25% of all  membership  and
advertising revenues. On March 5, 2010, we agreed to amend the License Agreement
with Niche Properties to:

     (a)  Waive all prior owing Guaranteed Minimum Royalties;
     (b)  Eliminate the $10,000.00 annual Guaranteed Minimum Royalty;

                                       3
<PAGE>

     (c)  Pay a new Guaranteed  Minimum  Royalty of $500.00 per month  beginning
          with March 2010; and
     (d)  Provide  us  the  ability  to  resell   services   provided  by  Niche
          Properties,  for which we will submit 75% of the  revenues  from these
          services to Niche Properties.

Our financial  strategy is to maintain low  overhead,  cross promote to existing
client management  relationships,  and grow the company organically in the early
stages. We will pay 25% of all our core revenues on a monthly basis as a license
fee to Niche Properties and 75% of our affiliate  revenues on a monthly basis as
an affiliate fee to Niche Properties.

E-BUSINESS TECHNOLOGY

As an e-commerce  business,  we intend to  capitalize on the unique  features of
e-business.  These features are not available via traditional  offline marketing
solutions.  As  additional  marketing  dollars  shift from  traditional  offline
advertising  to online  advertising,  we are  poised to  leverage  our  advanced
technology to drive revenues.

E-Business   technology  stands  to  revolutionize  the  traditional   marketing
industry.  Fairway  Properties,  Inc.  has designed its business to leverage the
core dimensions of e-business technology.

<TABLE>
<CAPTION>

---------------------------- --------------------------------------- ------------------------------------------
<S>                          <C>                                     <C>

E-Business Tech              Business Significance                   Fairway Properties, Inc.
Dimension                                                            Significance
Ubiquity                     The marketplace extends beyond          The desire to search for real estate can
Internet/Web                 traditional boundaries and is removed   happen anytime and anywhere. By
technology is available      from a temporal and geographic          utilizing the power of the internet, our
everywhere: at home, at      location. Shopping, posting listing     marketing and advertising services are
work, and elsewhere via      information, and web surfing can take   designed to create convenience and
mobile devices.              place everywhere the internet is        flexibility for people visiting the
                             available. Customer convenience is      Website.
                             enhanced and shopping costs are
                             reduced.
---------------------------- --------------------------------------- ------------------------------------------
Global Reach                 Cultural and national boundaries are    As the world becomes more globalized the
The technology reaches       not an issue for the internet. As the   internet gives us the ability to leverage
across national              world becomes more globalized the       its services across the planet. Our clients
boundaries.                  internet is the primary means to        are not restricted by geographic location
                             reach anyone at anytime. "Marketplace"  if they wish to use our services. Advertisers
                             includes potentially billions of        on the Website can reach a global audience.
                             consumers and millions of businesses
                             worldwide.
---------------------------- --------------------------------------- ------------------------------------------
Universal                    By utilizing the internet there is      Universal standards make it easy for
Standards                    a global standard of technology.        visitors to come to the Website to
There is one set of          Internet technology is the same         access information and use our services.
technology standards,        throughout the world.                   Internet users are familiar with
namely internet standards.                                           navigating websites making it seamless
                                                                     for a wide audience to use our services.

                                       4
<PAGE>

---------------------------- --------------------------------------- ------------------------------------------
Richness                     Video, audio, and text marketing        By using media rich content visitors to
The internet makes           messages are integrated into a single   the Website will be able to fully
video, audio, and            marketing message and consumer          experience properties. Off-line
text marketing               "experience."                           marketing techniques can not convey the
possible                                                             richness of internet technologies. We
                                                                     will integrate video, audio, and text
                                                                     marketing to create a dynamic experience
                                                                     for our users.
---------------------------- --------------------------------------- ------------------------------------------
Interactivity                Consumers are engaged in a              Rich content and productive usability
E-business                   dialogue that dynamically               will make the Website an extremely
technology works             adjusts the experience to the           interactive experience. People will be
through interaction          individual, and makes the               able to post and view listings. They
with the user.               consumer a co-participant in            will be able to view agent, brokerage,
                             the process of delivering goods         and development profile pages. There
                             to the market.                          will be videos, which are one of the
                                                                     most engaging forms of media on the
                                                                     internet.
---------------------------- --------------------------------------- ------------------------------------------
Information Density          Information processing, storage, and    We will be able to display large amounts
Personalization              Personalization of marketing messages   listing information. Unlike off-line
The technology allows        and customization of products and       techniques it will not be restricted to a
personalized messages to     service are based on individual         page of a newspaper or catalogue.
be delivered to              preferences.
individuals and groups.
---------------------------- --------------------------------------- ------------------------------------------
Personalization              Personalization of marketing messages   The primary strategic advantage of our
The technology allows        and constomization of products and      Company is our ability to target a
personalized messages        services are based on individual        niche real estate market. As internet
to be delivered to           preferences.                            users become more plentiful and search
individuals and groups.                                              becomes more refined, users will
                                                                     gravitate to niche sites that are
                                                                     tailored and dedicated to their
                                                                     interests.
</TABLE>


STRATEGY AND SALES SUMMARY

Services Competitive Advantage

Vertical  Search - The recent trend of vertical  search (a methodology  allowing
users to search across  specialized and targeted  fields) is changing the online
real estate market. It saves users time and effort, and delivers more meaningful
search  results.  We,  in our  specific  golf  real  estate  vertical,  seek  to
capitalize on this trend.

Rich  Media - Web 2.0 is defined by rich,  interactive  media.  We intend to use
video and a blog to convey a unique and dynamic user experience.  Video is still
very new to online real  estate,  and the ability to implement  this  technology
will set us apart from our competitors.

Site Design and Usability - Our website includes professional programming, code,
and design.  Most  competitors  in this niche market use websites  that lack the
usability  of our  website.  Visitors to  websites  choose to leave or stay in a

                                       5
<PAGE>

matter of moments.  By showcasing  our site,  we plan to retain  visitors to our
site,  which we believe  will  increase  page  views,  traffic  and  ultimately,
revenue.

Domain Names - Many niche real estate websites have long domain names, which are
too  long  to be  effective  or  memorable.  We  look to  capitalize  where  our
competition has failed by securing premium niche domain names through  licensing
agreements.  These  short,  generic,  and market  specific  names have a greater
likelihood of generating direct navigation traffic to the Website.

SALES STRATEGY

Salesforce  - The  majority  of the sales  cycle will be  processed  through the
Customer Relationship Management (CRM) application Salesforce.com. We will track
leads,  create accounts,  run reports,  and pursue sales campaigns  through this
application.  Leads will be generated  through golf course  community  networks,
viral marketing,  cold calling,  and email campaigns.  All information for these
processes  will be tracked  through  Salesforce.  The use of  Salesforce.com  is
provided by Niche Properties.

Search  Engine  Optimization  - We  intend  to use  search  engine  optimization
techniques to improve  search  rankings and drive traffic to the Website.  These
will include providing rich content on the site, using appropriate descriptions,
titles,  keywords,  and meta data in the page source code, and generating  links
from external sites with appropriate anchor text.

Search Engine Marketing - Through our website  Licensor,  Niche  Properties,  we
intend to use highly  scalable and  efficient  pay-per-click  techniques.  These
consist of targeting  keywords  that buyers and sellers of real estate often use
on search  engines,  and then  creating  advertisements  that will  appear  when
someone  searches for those keywords across all major search engines,  including
Google, Bing, and Yahoo.

Email  Marketing - We will design and  coordinate  email  campaigns  targeted to
sellers of golf real estate.  These emails will have  tracking code to determine
click  through  rates and user  behavior  on the  website  in order to gauge the
effectiveness of the emails.

Phone  Sales - We will  utilize a trained  group of  consultants  to place phone
calls to golf real estate agents.  Larger  revenue  deals,  such as those geared
towards golf course developments and real estate brokerages,  will be handled by
company executives.

Niche Properties  Network Reselling -  FairwayProperties.com  is a member of the
Niche  Properties  Network,  a  collection  of real estate  websites  focused on
lifestyle  real  estate.  Several  members of the network  offer  packages  that
include listing syndication to FairwayProperties.com. When a listing syndication
deal is done by a member  website,  we receive a  percentage  of the revenue for
placing the listings on FairwayProperties.com.

Listing Packages

We offer two types of listing  packages for  individual  property  listors.  The
first, our  pay-per-listing  package,  is geared towards those wishing to list a
finite  amount of  properties  for a finite  period  of time.  The  second,  our
subscription  package,  caters to those wishing to list unlimited properties for
as long as they want.  Listings  purchased under both packages  receive the same
benefits on FairwayProperties.com, which include:

     (1)  Property listing page with photos and information about the property
     (2)  Link to the property listor's website
     (3)  Property listor contact information displayed with property listing
     (4)  Custom FairwayProperties.com url that is indexed by search engines

                                       6
<PAGE>

We also offer two programs  geared  toward real estate  brokerages:  our Company
Listing Plan and our Company Partnership Plan.

Company Listing Plans:

These  plans  are  designed  for  companies  wishing  to  display  all of  their
properties  on one or more sites within the Niche  Properties  Network.  Listing
Plans include the following:  (1) data feed of unlimited  listings  displayed on
the FairwayProperties.com, (2) company profile page with contact information and
logo, and (3)  syndication to two additional  sites within the Niche  Properties
Network.

Company Partnership Plans:

These plans are designed for companies wishing to promote  FairwayProperties.com
to its agents in exchange for the following:

     (1)  a referral fee for each agent that registers on the website
     (2)  Co-branded welcome page which describes the agent listing packages
     (3)  All Company agents receive 20% off regular listing package prices; and
     (4)  No monetary fees for Companies.

Companies  participating  in the  Partnership  Plan  must  (1)  place  a link to
FairwayProperties.com  on its website  homepage or partner  page and (2) send at
least one email to its agents promoting the partnership.

COMPETITION, MARKETS, REGULATION AND TAXATION

Competition.

We  plan  to  compete  through  the  use of our  website,  an  easy  to use  web
application that provides real estate  professionals and advertisers a reliable,
high quality  alternative  to  traditional  offline real estate  marketing.  The
Company is a B2B  business.  We sell online  marketing and  advertising  to real
estate companies and businesses.  Further,  the website can also be considered a
B2C2C business. This term means we (a business) sell listings to individual real
estate  professionals  (consumers)  who can then use the  website  to market and
advertise to their customers (consumers).  We use the term B2C2C to show how our
model helps individual real estate professionals target their potential clients.
However,  by strict definition we are a B2B business since we sell marketing and
advertising  services to business and real estate professionals acting on behalf
of their business.

While our management team has significant business experience, we, as a company,
have no  proven  track  record  in the  internet  based  real  estate  marketing
industry.  We can  provide  no  assurance  that we will be able to  successfully
market a commercially viable product or compete in this industry.

We will potentially  compete with numerous providers of real estate software and
real    estate     services     companies    such    as,     GolfCourseHome.net,
GolfCourseRealty.com,  GolfHomeConnect.com,  and GolfHomes.com. Recently, two of
our top competitors  shifted their business model from a free listing service to
a pay-for  listing  service.  We believe this shift  validates our model but may
pose a  competitive  threat  if we are not able to  execute  our  marketing  and
advertising campaigns.



                                       7
<PAGE>


         GolfCourseHome.net

This site is our largest  competitor.  It is more than just a single website; it
is a network  of 26 member  sites  which  all have some  connection  to the golf
community niche. This `network' allows them to generate traffic and spread their
reach across localized markets. Effectively, they are taking the `niche' concept
a step further by looking at golf communities  within the general golf niche. On
its primary site,  GolfCourseHome.net,  an agent,  brokerage, or homebuilder can
list a community for $3,425 and get his/her/its  community  listed on all of the
pertinent member sites. The listing entity receives the leads generated from its
community listings.

         GolfCourseRealty.com

This is a website featuring  searches for golf homes,  communities,  and condos.
The site generates  traffic by supplying  content from a large golf  syndicating
platform  (Golf  Publishers).  A user  can  create  a free  account  and  list a
property.  The site generates revenue by selling Google AdSense ads and upgraded
listing packages.

         GolfHomeConnect.com

This site has similar  navigation  to  GolfCourseRealty.com.  It also  generates
revenue  through Google AdSense.  It recently  shifted its business model from a
free listing service to a pay-for listing service.  It generates revenue through
three listings packages.  Higher priced listing packages offer more features and
benefits.

         GolfHomes.com

GolfHomes.com  was  recently  acquired  by the  Dream  Home  Network,  owned and
operated by  LakeHouse.com.  The company is similar to Niche  Properties in that
they  operate  niche  focused  real  estate  websites.  Their two  websites  are
GolfHomes.com and  LakeHouse.com.  Following the acquisition,  the GolfHomes.com
website  and model  changed to reflect the one being used on  LakeHouse.com.  It
shifted  from a site that earned  revenue  from  referral  fees to a site with a
pay-for listing model.

Competition and Advantage

Two of our four competitors  recently shifted from a free listing service (using
Google AdSense and referral  commissions) to a pay-for listing model. We believe
this shift  validates our model,  but may pose a competitive  threat.  To defend
against this threat and create an advantage we've done several things.

FairwayProperties   can  be  self  service  for  agents  to  purchase  and  list
properties.    We've    integrated    a    PayPal    checkout    feature    into
FairwayProperties.com to make it easy, safe and secure for customers to purchase
and list properties.  Of our competitors only  GolfHomeConnect.com  uses PayPal.
This  feature  provides  real  estate  professionals  the  ability to purchase a
listing directly on the website. We do not have to call or invoice a customer to
transact a payment.  Our model is more efficient since we can allocate our sales
resources to calling top customers (companies) while we can continually monetize
individual real estate professionals directly through the Website.

FairwayProperties.com   also  distinguishes  itself  by  providing  real  estate
professionals  and  companies  a  do-it-yourself  listing  option.  Two  of  our
competitors   recently   shifted   to  this   model   (GolfHomeConnect.com   and
GolfHomes.com)  because it is more  efficient and effective to list  properties.
This feature allows individuals and companies the ability to list their property
on the Website. They do not need to mail or email their information to us to get

                                       8
<PAGE>

their property  listed on the Website.  We do provide  customer  service if they
need help listing their  property,  but we've found many  individual real estate
professionals prefer to customize their listings on their own.

We also  distinguish  our  service  based on our range of  features  and pricing
flexibility.  Our entry level package (1 listing for 3 months - $9.98/month)  is
similar  to   GolfHomes.com.   However,   our  listing  service   provides  more
customizations to the property including unlimited pictures,  text, links and an
agent profile page.  Our top end product is geared to real estate  companies and
offers greater  benefit than any of our  competitors  can offer. By purchasing a
Company Listing Plan, our clients can syndicate  listings to every suitable site
in the Niche Properties Network. This provides greater advertising and marketing
value for our clients, something the competition can not offer.

We believe our target  audience  will pay to list on our site because we've seen
the  model  work  on  two  other  websites  in  the  Niche  Properties  Network:
LuxuryProperty.com  and  HistoricalProperties.com.  It  is a  proven  model.  We
attract and convert  customers using search engine marketing  (primarily  Google
Adwords) and search engine  optimization  (increasing search result rankings for
top  keywords).  We also use Google  Analytics to track our  performance.  It is
likely that our competitors also use Google Anaytics, but we do not believe that
they have  implemented  it on their  websites  to achieve the same level of data
reporting  that we have. We believe our use of Google  Analytics is our greatest
competitive  advantage.  It requires signficant  technical knowledge and time to
implement and to interpret  results.  It helps us increase sales  conversions by
tracking  what  visitors  are doing on the website.  We know exactly  where they
click, where they go on the website and when they leave. This helps us know what
is working and what isn't.  With this  information  we optimize  pages that help
create  the best  return  on the  advertising  and  marketing  money we spend to
attract  visitors to the site. None of our competitors  have access to this sort
of information on their website and will not be able to compete with our ability
to drive on-site customer conversions.

Our management team has a proven track record building real estate websites that
generate  revenue.  During the last two years they have  successfully  built and
monetized  LuxuryProperty.com  and  HistoricalProperties.com.  These website are
operated by Niche Properties.  Both websites operate a similar business model to
FairwayProperties.com.  We believe  our  management's  success  with these other
sites is evidence of the  viability  of our business  model.  We also believe it
shows our  management  team's  ability to  generate  revenue in the real  estate
marketing and advertising industry. However, we can provide no assurance that we
will continue to have similar success with  FairwayProperties.com and be able to
successfully  market a  commercially  viable product or compete in the golf real
estate vertical.

Markets.

Our target market  consists of real estate  agents,  for-sale-by-owner  sellers,
brokerages,  golf  communities,  home  builders,  and  resorts  that may require
marketing  and  advertising  services  for  properties  on or near golf  courses
worldwide.  In North America alone there are approximately 7,955 public courses,
995 resort courses,  4,256 private courses,  3,541 semi-private courses, and 197
military courses (Source: GOLF MAGAZINE - Golf Course Guide).

         Brokerages

A  brokerage  that  signs up on the site can  display  any of its niche  related
properties on the website.  Some  brokerages  have numerous  fairway  properties
while others have only a few. The website will initially target those brokerages
with a significant amount of listings.

         Agents

If a  brokerage  does not sign up,  an  individual  broker  or agent may want an
account and/or profile to market his listings and/or  himself.  We will create a
brokerage  company account (as a placeholder) to associate that agent in system.

                                       9
<PAGE>

This will create an additional  brokerage  lead for us. If the agent chooses the
standard account, only his listings will appear on the site. If he upgrades to a
premium  account,  then the agent  will get a profile  on the site.  Since  most
agents  only  have a few  niche  listings  it  will  be very  easy  for  them to
personally upload their information to the site.

         Home Builders

Home  builders  are  companies/individuals   interested  in  listing  their  new
construction  listings on the site. Their company  information and listings will
be displayed on a profile page if they upgrade to a premium or featured account.
Home builders  represent a section of the market  frequently  overlooked by real
estate websites.

         Golf Communities

These are companies  that build,  operate,  and/or manage  exclusive  gated golf
course  communities.  These  communities are a major market segment.  It will be
much easier to market our services to a community built around the same niche as
we promote.  We intend to provide  these  companies  value by marketing to their
target audience.

         Resorts

Resorts encompass any type of rental or non-ownership  accommodation  associated
within this niche market. A resort will be able to enter company  information on
its  profile  page.  This is a way for resorts to target  prospective  travelers
interested in staying on or around golf courses when they travel.

         Owners

"For-sale-by-owner"  listors are typically  private  sellers who have undertaken
the  marketing  of their  properties  without  the  assistance  of a real estate
professional to save on commission costs. Any  for-sale-by-owner  listor will be
able to list his property on the site for a fee.

Governmental Regulation.

Due to the increasing  popularity and use of the Internet, it is possible that a
number of laws and  regulations  may be adopted  with  respect  to the  Internet
generally,  covering issues such as user privacy,  pricing,  and characteristics
and quality of products and services.  Similarly,  the growth and development of
the market for Internet  commerce may prompt calls for more  stringent  consumer
protection laws that may impose additional burdens on those companies conducting
business over the  Internet.  The adoption of any such laws or  regulations  may
decrease the growth of commerce  over the  Internet,  increase our cost of doing
business or otherwise have a harmful effect on our business.

Currently,  governmental  regulations have not materially  restricted the use or
expansion of the Internet.  However,  the legal and regulatory  environment that
pertains to the Internet is uncertain and may change.  New and existing laws may
cover issues that include:

     *    Sales and other taxes;
     *    User privacy;
     *    Pricing controls;
     *    Characteristics and quality of products and services;
     *    Consumer protection;
     *    Cross-border commerce;
     *    Libel and defamation;
     *    Copyright, trademark and patent infringement; and

                                       10
<PAGE>

     *    Other claims based on the nature and content of Internet materials.

These new laws may impact Niche Properties ability to develop and our ability to
market the website application in accordance with our business plan.

ITEM 1A.  RISK FACTORS


                           FORWARD LOOKING STATEMENTS

This  document   includes   forward-looking   statements,   including,   without
limitation,  statements  relating to Fairway's  plans,  strategies,  objectives,
expectations,  intentions  and  adequacy  of  resources.  These  forward-looking
statements  involve known and unknown  risks,  uncertainties,  and other factors
that may  cause  Fairway  actual  results,  performance  or  achievements  to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by the forward-looking  statements.  These factors include,
among  others,  the  following:  ability of Fairway to  implement  its  business
strategy;  ability to obtain additional  financing;  Fairway's limited operating
history;  unknown liabilities  associated with future  acquisitions;  ability to
manage growth;  significant competition;  ability to attract and retain talented
employees;  and future  government  regulations;  and other factors described in
this document or in other of Fairway  filings with the  Securities  and Exchange
Commission.  Fairway is under no  obligation,  to publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

                                  Risk Factors

                          GENERAL BUSINESS RISK FACTORS

OUR COMPANY RISK FACTORS

Each prospective  investor should carefully consider the following risk factors,
as well as all other information set forth elsewhere in this prospectus,  before
purchasing any of the shares of our common stock.

We  incorporated  and now  operate  the  Company  during  a severe  real  estate
--------------------------------------------------------------------------------
downturn, amidst poor general economic conditions.
-------------------------------------------------

After boom years  during the mid 2000's,  the real estate  industry has suffered
difficult times the past several years.  Fewer houses have sold, times on market
have increased, overall price levels have dropped, and the number of real estate
agents has declined as many professionals have moved to different  industries to
find enough work to make ends meet. Further, less people are looking to buy real
estate  given the  uncertain  economic  outlook  and  general  condition  of the
economy.

Our business is a development stage company and unproven and therefore risky.
----------------------------------------------------------------------------

We have only very  recently  adopted the business plan  described  herein-above.
Potential   investors  should  be  made  aware  of  the  risk  and  difficulties
encountered by a new enterprise in the internet marketing  business,  especially
in view of the intense competition from existing businesses in the industry.

We have a lack of revenue history and have a limited  performance  history since
--------------------------------------------------------------------------------
we are a start-up company.
-------------------------

We were  incorporated  on September  10, 2007 for the purpose of engaging in any
lawful business and have adopted a plan to offer real estate  professionals  and
advertisers    a    reliable,    high    quality,    niche    marketing    tool,

                                       11
<PAGE>

FairwayProperties.com  that enables  professionals  and  advertisers  to deliver
information about golf properties and related real estate matters to prospective
buyers.  We  have  had  only  nominal  revenues  since  incorporation  and  only
subsequent to December 31, 2009. We are not profitable  and the business  effort
is considered to be in an early development  stage. We must be regarded as a new
or development  venture with all of the unforeseen  costs,  expenses,  problems,
risks and difficulties to which such ventures are subject.

We can give no assurance of success or profitability.
----------------------------------------------------

There  is no  assurance  that we  will  ever  operate  profitably.  There  is no
assurance  that we will generate  profits or that the market price of our common
stock will be increased thereby.

We may have a shortage of working  capital in the future which could  jeopardize
--------------------------------------------------------------------------------
our ability to carry out our business plan.
------------------------------------------

Our capital  needs  consist  primarily of expenses  related to  development  and
marketing  costs for an on-line  golf course real estate  sales tool,  licensing
fees from Niche Properties for a website and domain names, and to fund the costs
and fees  associated  with being a smaller  reporting  company and could  exceed
$20,000 in the next twelve months. We have cash as of the date of this filing of
approximately $6,239.

Our  officers and  directors  may have  conflicts  of interest  which may not be
--------------------------------------------------------------------------------
resolved favorably to us.
------------------------

Certain  conflicts  of  interest  may  exist  between  us and our  officers  and
directors.  Our Officers and Directors  have other  business  interests to which
they devote  their  attention  and may be expected to continue to do so although
management  time should be devoted to our  business.  As a result,  conflicts of
interest may arise that can be resolved  only through  exercise of such judgment
as is  consistent  with  fiduciary  duties  to us.  Our  officers  are  spending
part-time in this business - up to 10 hours per week.

We might need additional  financing for which we have no  commitments,  and this
--------------------------------------------------------------------------------
may jeopardize execution of our business plan.
---------------------------------------------

We have  limited  funds,  and such funds may not be  adequate  to  carryout  the
business plan in the internet marketing  industry.  Our ultimate success depends
upon our ability to generate  revenue.  If we are unable to generate  sufficient
revenues,  we may need to raise additional capital. We have not investigated the
availability,  source,  or terms that might govern the acquisition of additional
capital and will not do so until we determine a need for  additional  financing.
If we need additional capital, we have no assurance that funds will be available
from any source or, if available,  that they can be obtained on terms acceptable
to us. If not  available,  our  operations  will be limited to those that can be
financed with our modest capital.

We may in the future  issue more  shares  which could cause a loss of control by
--------------------------------------------------------------------------------
our present management and current stockholders.
-----------------------------------------------

We may issue further shares as consideration  for the cash or assets or services
out of our  authorized,  but unissued,  common stock that would,  upon issuance,
represent a majority of the voting power and equity of our  Company.  The result
of such an issuance would be those new stockholders and management would control
our Company, and persons unknown could replace our management at this time. Such
an occurrence  would result in a greatly reduced  percentage of ownership of our
Company by our current  shareholders,  which could present  significant risks to
investors.


                                       12
<PAGE>


We are not diversified and we will be dependent on only one business.
--------------------------------------------------------------------

Because of the limited financial  resources that we have, it is unlikely that we
will be able to diversify our  operations.  Our probable  inability to diversify
our activities into more than one area will subject us to economic  fluctuations
within  the  internet  marketing  industry  and  therefore  increase  the  risks
associated with our operations due to lack of diversification.

We will  depend  upon  management  but we will  have  limited  participation  of
--------------------------------------------------------------------------------
management.
----------

We  currently  have  three  individuals  who are  serving  as our  officers  and
directors, each up to 10 hours total per week and each on a part-time basis. Two
of our directors  (Michael and Sean Murphy) are also acting as our officers.  We
will be heavily dependent upon their skills,  talents, and abilities, as well as
several consultants to us, to implement our business plan, and may, from time to
time,  find that the inability of the officers,  directors  and  consultants  to
devote their full-time  attention to our business results in a delay in progress
toward  implementing  our business plan.  Because  investors will not be able to
manage our  business,  they  should  critically  assess  all of the  information
concerning our officers and directors.

Our  officers  and  directors  are not  employed  full-time by us which could be
--------------------------------------------------------------------------------
detrimental to the business.
---------------------------

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of  businesses.  Thus,  our officers and directors may have
potential  conflicts  including their time and efforts involved in participation
with other  business  entities.  Each  officer and  director of our  business is
engaged in business  activities outside of our business,  and the amount of time
they devote as Officers and Directors to our business will be up to 10 hours per
week.

We do not know of any reason other than outside  business  interests  that would
prevent  them from  devoting  full-time  to our  Company,  when the business may
demand such full-time participation.

Our  officers  and  directors  may have  conflicts  of interests as to corporate
--------------------------------------------------------------------------------
opportunities which we may not be able or allowed to participate in.
-------------------------------------------------------------------

Presently  there is no requirement  contained in our Articles of  Incorporation,
Bylaws,  or minutes  which  requires  officers and  directors of our business to
disclose  to us  business  opportunities  which  come to  their  attention.  Our
officers and directors do,  however,  have a fiduciary  duty of loyalty to us to
disclose to us any  business  opportunities  which come to their  attention,  in
their  capacity as an officer and/or  director or otherwise.  Excluded from this
duty  would  be  opportunities   which  the  person  learns  about  through  his
involvement as an officer and director of another company.  We have no intention
of merging with or acquiring business  opportunity from any affiliate or officer
or director.

RISK FACTORS RELATING TO OUR COMPANY AND OUR BUSINESS


We are dependent on the web application  provided by Niche Properties to provide
--------------------------------------------------------------------------------
the  functionality  for our website.  If the Niche  Properties  web  application
--------------------------------------------------------------------------------
contains programming errors or defects, it would adversely affect our reputation
--------------------------------------------------------------------------------
and cause us to lose customers.
------------------------------

The development and operation of our website requires that we be integrated with
the  Niche  Properties  web  application.  There  is  a  risk  that  the  system
integration and software  programming that we receive from Niche Properties will
contain errors and defects including errors and defects in the system's security
subsystem that we will not be able to discover until we commence operations with
a  particular  version of the system  software.  The website may develop  system

                                       13
<PAGE>

errors or  defects or  security  failures  that  cause harm to our users'  data.
Problems experienced by users and loss of users data and business processes will
adversely impact our reputation and ability to earn revenues, to retain existing
customers or to develop new customers.

If we are not able to adapt to rapid  technology  changes  affecting our website
--------------------------------------------------------------------------------
and continually  upgrade the services and offerings of our website to outperform
--------------------------------------------------------------------------------
our  competition,  we may not be able to  attract  or retain  customers  and our
--------------------------------------------------------------------------------
business will fail.
------------------

We will rely on Niche Properties, to continually update the website's technology
once we emerge  from the beta stage in order to address  technological  changes.
The market for websites such as ours is subject to rapid technological  changes;
frequent new service offerings and changes in customer  requirements.  We may be
unable to respond  quickly or effectively to these changes,  as we rely on Niche
Properties for our website.  If Niche  Properties is unable to update and refine
our  website  and  services  once the beta  stage is  complete  in  response  to
technological  changes,  we may then not be able to attract or retain  customers
and our business will fail.

If Niche Properties is unable to refine the FairwayProperties.com web site or we
--------------------------------------------------------------------------------
are unable to develop a market for our internet website, our ability to generate
--------------------------------------------------------------------------------
revenue would be limited.
------------------------

Our website is currently in the beta development  stage. Sales have commenced in
this stage but we believe it best to complete  testing of the  website  prior to
commencing  full  commercial  operations  in order to ensure that the website is
functioning  properly and is capable of being marketed to the public.  If we are
unable to complete  these  final  website  developments,  we will not be able to
market our program or earn revenues to the level we desire.

We rely on Mr. Sean Murphy,  our President,  and Mr. Michael D. Murphy, our CEO,
--------------------------------------------------------------------------------
who do not devote their full business time to our business.
----------------------------------------------------------

We rely  principally  on Mr.  Sean  Murphy and Mr.  Michael D.  Murphy for their
entrepreneurial  skills and experience to implement our business plan. Presently
Messrs.  Murphy and Murphy do not devote  their full time and  attention  to our
affairs  which could result in delays in  implementing  our business  plan.  Our
success depends to a critical extent on the continued efforts of services of our
President and Chief Executive Officer.

If we were to lose  Messrs.  Murphy  and  Murphy,  we would be  forced to expend
significant  time and money in the pursuit of a replacement,  which would result
in both a delay in the  implementation of our business plan and the diversion of
limited  working  capital.  We  can  give  you no  assurance  that  we can  find
satisfactory  replacements for these key executive  officers at all, or on terms
that are not unduly expensive or burdensome to our company.  We do not currently
carry a key-man  life  insurance  policy on Mr.  Michael D.  Murphy or Mr.  Sean
Murphy, which would assist us in recouping our costs in the event of the loss of
either of these officers.  Moreover, we do not have an employment agreement with
any  of  our  directors  or  officers  including  Messrs.   Murphy  and  Murphy.
Accordingly, if Messrs. Murphy and Murphy do not continue to manage our affairs,
or devote  sufficient  amounts of their  business time to enable us to implement
our business  plan,  our business would likely fail and you may lose your entire
investment.

Our  Officers  and  Directors  are related to one  another and are the  majority
--------------------------------------------------------------------------------
shareholders of the Company.  As such there is a possibility of them controlling
--------------------------------------------------------------------------------
the Company to the detriment of outsiders.
-----------------------------------------

Messrs.  Michael D. Murphy,  Sean Murphy and Darren Murphy are brothers.  Robert
Murphy is their uncle.  Together,  Michael,  Sean,  Darren and Robert Murphy are
majority  shareholders  of Niche  Properties,  the majority  shareholder  of our
Company.  As such they will be able to control the  operations and the direction
of the Company  with very little  outside  influence.  Our fourth  Director,  Ed
Sigmond, is not related to the Murphy family.

                                       14
<PAGE>

Some of our business associates have not signed a confidentiality  agreement. As
--------------------------------------------------------------------------------
such there is the risk that information  could be disclosed to other parties and
--------------------------------------------------------------------------------
used by other parties  causing  irreparable  harm to our business or potentially
--------------------------------------------------------------------------------
business failure.
----------------

Even  though  our  confidentiality  agreement  provides  protection  for us to a
certain degree,  some of the Company's  business  associates have not executed a
confidentiality  agreement.  These business  associates could disclose pertinent
information  to another  party and the  information  could be used by the party.
This could cause  irreparable  harm to our Company and may cause our business to
fail.

We  will  experience  substantial  competition  for  supplies  in  the  business
--------------------------------------------------------------------------------
technology industry.
-------------------

We will be required to compete with a large number of entities which are larger,
have  greater  resources  and more  extensive  operating  histories  than we do.
Shortages  of  supplies  may  result  from  this  competition  and will  lead to
increased  costs and delays in  operations  which  will have a material  adverse
effect on us.

We have agreed to  indemnification  of officers and  directors as is provided by
--------------------------------------------------------------------------------
Nevada Statute.
--------------

Nevada  Statutes  provide for the  indemnification  of our directors,  officers,
employees, and agents, under certain circumstances,  against attorney's fees and
other  expenses  incurred by them in any litigation to which they become a party
arising from their  association with or activities our behalf. We will also bear
the expenses of such litigation for any of our directors,  officers,  employees,
or agents,  upon such person's promise to repay us therefore if it is ultimately
determined that any such person shall not have been entitled to indemnification.
This indemnification policy could result in substantial  expenditures by us that
we will be unable to recoup.

Our directors' liability to us and shareholders is limited.
----------------------------------------------------------

Nevada  Revised  Statutes  exclude  personal  liability of our directors and our
stockholders for monetary damages for breach of fiduciary duty except in certain
specified circumstances.  Accordingly, we will have a much more limited right of
action against our directors than  otherwise  would be the case.  This provision
does not affect the liability of any director under federal or applicable  state
securities laws.

We may depend upon outside  advisors,  who may not be  available  on  reasonable
--------------------------------------------------------------------------------
terms and as needed.
-------------------

To supplement the business  experience of our officers and directors,  we may be
required to employ accountants,  technical experts,  appraisers,  attorneys,  or
other  consultants  or advisors.  Our Board without any input from  stockholders
will make the selection of any such advisors.  Furthermore,  we anticipate  that
such  persons  will be  engaged on an "as  needed"  basis  without a  continuing
fiduciary  or other  obligation  to us. In the event we consider it necessary to
hire outside advisors, we may elect to hire persons who are affiliates,  if they
are able to provide the required services.

RISK FACTORS RELATED TO OUR STOCK

Because  Michael D. Murphy,  our CEO, and Robert  Murphy,  one of our directors,
--------------------------------------------------------------------------------
control approximately 53% of our outstanding common stock, they will control and
--------------------------------------------------------------------------------
make  corporate  decisions  and  investors  will have limited  ability to affect
--------------------------------------------------------------------------------
corporate decisions.
-------------------

At  December  31,  2010,  Messrs.  Michael D. Murphy and Robert  Murphy  control
approximately  43% of the  outstanding  shares of our common stock  beneficially
through Niche Properties,  our majority shareholder.  This beneficial ownership,
combined with their individual  holdings in Fairway,  gives them almost complete
influence in determining the outcome of all corporate  transactions and business
decisions.  The  interests  of Messrs.  Murphy  and  Murphy may differ  from the

                                       15
<PAGE>

interests of the other stockholders,  and since they have the ability to control
most  decisions  through their control of our common stock,  our investors  will
have limited ability to affect decisions made by management.

The regulation of penny stocks by SEC and FINRA may  discourage the  tradability
--------------------------------------------------------------------------------
of our securities.
-----------------

We are a "penny stock" company.  Our common stock trades on the OTCQB Market and
are subject to a Securities and Exchange  Commission  rule that imposes  special
sales practice  requirements  upon  broker-dealers  who sell such  securities to
persons other than established customers or accredited  investors.  For purposes
of the  rule,  the  phrase  "accredited  investors"  means,  in  general  terms,
institutions  with assets in excess of $5,000,000,  or individuals  having a net
worth in excess of $1,000,000  or having an annual income that exceeds  $200,000
(or  that,  when  combined  with  a  spouse's  income,  exceeds  $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement to the transaction  prior to the sale.  Effectively,  this discourages
broker-dealers  from executing  trades in penny stocks.  Consequently,  the rule
will affect the ability of purchasers in this offering to sell their  securities
in any  market  that might  develop  therefore  because  it  imposes  additional
regulatory burdens on penny stock transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules will further affect the ability of owners of shares to sell our securities
in any  market  that  might  develop  for them  because  it  imposes  additional
regulatory burdens on penny stock transactions.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

We will pay no foreseeable dividends in the future.
--------------------------------------------------

We have not paid dividends on our common stock and do not ever anticipate paying
such dividends in the foreseeable future.

Our investors may suffer future  dilution due to issuances of shares for various
--------------------------------------------------------------------------------
considerations in the future.
----------------------------

There may be  substantial  dilution  to our  shareholders  as a result of future
decisions of the Board to issue shares  without  shareholder  approval for cash,
services, or acquisitions.

Fairway's  stock  will in all  likelihood  be thinly  traded  and as a result an
--------------------------------------------------------------------------------
investor  may be unable to sell at or near ask prices or at all if the  investor
--------------------------------------------------------------------------------
needs to liquidate shares.
-------------------------

                                       16
<PAGE>

The shares of Fairway's common stock is thinly-traded in the OTCQB, meaning that
the number of persons  interested  in purchasing  Fairway's  common shares at or
near ask prices at any given time may be relatively small or non-existent.  This
situation  is  attributable  to a number  of  factors,  including  the fact that
Fairway is a small company which is relatively unknown to stock analysts,  stock
brokers,  institutional  investors and others in the  investment  community that
generate  or  influence  sales  volume,  and that  even if  Fairway  came to the
attention of such persons, they tend to be risk-averse and would be reluctant to
follow an unproven, early stage company such as Fairway or purchase or recommend
the purchase of any of Fairway's  securities  until such time as Fairway becomes
more seasoned and viable. As a consequence, there may be periods of several days
or  more  when  trading   activity  in  Fairway's   securities   is  minimal  or
non-existent,  as  compared  to a seasoned  issuer  which has a large and steady
volume of trading activity that will generally support  continuous sales without
an adverse effect on securities price. The Company cannot give you any assurance
that a broader  or more  active  public  trading  market  for  Fairway's  common
securities  will  develop or be  sustained,  or that any trading  levels will be
sustained. Due to these conditions, Fairway can give investors no assurance that
they will be able to sell  their  shares at or near ask  prices or at all if the
investor  needs  money or  otherwise  desires to  liquidate  the  securities  of
Fairway.

Trading in our shares in the public market will most likely be volatile  because
--------------------------------------------------------------------------------
of factors beyond our control.
-----------------------------

There can be no  assurance  that our shares  will  continue  to be quoted on the
OTCQB or that if they  are,  there  will be an  active  trading  market  for the
shares.  Accordingly,  it could be difficult  for holders of our common stock to
liquidate their shares.

The  market  price  of  our  common  stock  could  be  subject  to   significant
fluctuations  and the market  price  could be  subject  to any of the  following
factors:

     o    our failure to achieve and maintain profitability;

     o    changes  in  earnings  estimates  and   recommendations  by  financial
          analysts;

     o    actual or  anticipated  variations in our quarterly and annual results
          of operations;

     o    changes in market valuations of similar companies;

     o    announcements by us or our competitors of significant  contracts,  new
          services,  acquisitions,  commercial relationships,  joint ventures or
          capital commitments;

     o    loss of significant clients or customers;

     o    loss of significant strategic relationships; and

     o    general market, political and economic conditions.

In the past,  following  periods of extreme  volatility in the market price of a
company's  securities,   securities  class  action  litigation  has  often  been
instituted.   A  securities  class  action  suit  against  us  could  result  in
substantial  costs and divert our management's  time and attention,  which would
otherwise be used to benefit our business.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

                                       17
<PAGE>

ITEM 2.  PROPERTIES

Our  executive  offices are located at 340 S Lemon Ave #5353,  Los  Angeles,  CA
91789 and the telephone  number is (866)  532-4792;  and the fax number is (866)
789-4653.  At this time Niche  Properties  allows Fairway to use its offices for
its operations without charge.

ITEM 3.  LEGAL PROCEEDINGS

Fairway  anticipates that it (including any future  subsidiaries) will from time
to time become subject to claims and legal  proceedings  arising in the ordinary
course of  business.  It is not  feasible  to  predict  the  outcome of any such
proceedings and Fairway cannot assure that their ultimate  disposition  will not
have a materially  adverse effect on Fairway's  business,  financial  condition,
cash flows or results of operations.  As of the filing of this document,  we are
not a party to any  pending  legal  proceedings,  nor are we aware of any  civil
proceeding or government authority contemplating any legal proceeding.


ITEM 4.  (REMOVED AND RESERVED)

Not applicable.

                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is a limited  public  trading  market for the common  stock.  On March 18,
2011, the Company's  common stock was accepted for trading by FINRA on the OTCQB
and was assigned the symbol is "FRYP" on the OTC/QB.

Holders

As of December 31, 2010, we have  approximately 43 shareholders of record of our
common stock.

Sales under Rule 144 are also  subject to manner of sale  provisions  and notice
requirements  and to the  availability of current public  information  about us.
Under Rule 144(k),  a person who has not been one of our  affiliates at any time
during the three months  preceding a sale,  and who has  beneficially  owned the
shares  proposed  to be sold for at least 6 months,  is  entitled to sell shares
without  complying  with  the  manner  of  sale,  volume  limitation  or  notice
provisions of Rule 144.

Dividend Policy

As of the  filing  of this  annual  report,  we have not paid any  dividends  to
shareholders.  There are no  restrictions  which  would limit our ability to pay
dividends on common equity or that are likely to do so in the future. The Nevada
Revised Statutes,  however, do prohibit us from declaring dividends where, after
giving effect to the  distribution of the dividend;  we would not be able to pay
our debts as they  become  due in the usual  course  of  business;  or our total
assets would be less than the sum of the total  liabilities plus the amount that
would be needed to satisfy  the  rights of  shareholders  who have  preferential
rights superior to those receiving the distribution.

                                       18
<PAGE>

Recent Sales of Unregistered Securities

During the years ended  December 31, 2010 and 2009,  we made no sale or issuance
of our unregistered securities.

Issuer Purchases of Equity Securities

Fairway did not  repurchase any shares of its common stock during the year ended
December 31, 2010.

ITEM 6.  SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

MANAGEMENTS' DISCUSSION AND ANALYSIS

The  following  discussion  should  be  read in  conjunction  with  our  audited
financial statements and notes thereto included herein.

This discussion contains forward-looking statements, such as statements relating
to our financial condition,  results of operations,  plans,  objectives,  future
performance and business  operations.  These  statements  relate to expectations
concerning  matters  that  are  not  historical  facts.  These   forward-looking
statements  reflect our current  views and  expectations  based largely upon the
information  currently  available  to us and are subject to  inherent  risks and
uncertainties.  Although we believe  our  expectations  are based on  reasonable
assumptions,  they are not  guarantees  of  future  performance  and there are a
number of important factors that could cause actual results to differ materially
from those expressed or implied by such  forward-looking  statements.  By making
these  forward-looking  statements,  we do not  undertake  to update them in any
manner  except as may be required by our  disclosure  obligations  in filings we
make with the Securities and Exchange  Commission  under the Federal  securities
laws.  Our  actual  results  may  differ  materially  from  our  forward-looking
statements.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements  as of  December  31,  2010  includes  a  "going  concern"
explanatory  paragraph  that  describes  substantial  doubt about the  Company's
ability to continue as a going concern.

PLAN OF OPERATIONS

Fairway  is a  development  stage  company  and has  minimal  revenue  producing
activities.   Niche   Properties   delivered  a  website   with  the   necessary
functionality for us to generate revenue in late July 2009. We worked with Niche
Properties  throughout 2009 to refine the website and prepare it for operations.
Since the website launched, we have been focused on hiring salespeople, amassing
prospect lists,  preparing email marketing campaigns,  and optimizing our search
engine rankings.  Using this revenue generating  strategy,  Niche Properties has
generated   revenue   for  two  of  its   related   niche   lifestyle   websites
(LuxuryProperty.com and HistoricalProperties.com).

In furtherance of our business model:

On October 26, 2007, we entered into a licensing agreement with Niche Properties
to   secure   use   of  its   Niche   Properties   web   application   and   the
fairwayproperties.com domain name. We agreed with Niche Properties to amend this
licensing  agreement on March 5, 2010, to change the Minimum  Guaranteed Royalty
rate and allow us to resell the services  offered  through the Niche  Properties
Network.

                                       19
<PAGE>

Based on our current cash  reserves of $11,322 at December 31, 2010,  we have an
operational  budget of less  than one year.  We have  begun  generating  nominal
revenue  and expect that our  monthly  sales will cover our monthly  operational
costs  sometime  during  late 2011.  If we incur  unforeseen  expenses or do not
generate sufficient revenue over the next 6 months to cover our operating costs,
it is possible we will deplete our cash  reserves  and need to raise  additional
money.  However,  generating  sufficient revenue through our sales activities to
cover our operating  costs should enable us to continue  forward without raising
additional  money.  Currently,  we have no committed  source for any funds as of
date hereof.  No  representation  is made that any funds will be available  when
needed.  In the event funds cannot be raised if and when  needed,  we may not be
able to carry out our  business  plan and could fail in  business as a result of
these uncertainties.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2010,  and for each of the years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going concern.

RESULTS OF OPERATIONS

For the Year Ended  December  31, 2010  compared to the Year Ended  December 31,
2009.

During the years ended  December 31, 2010 we recognized  revenues of $1,136 from
our operational activities., During the year ended December 31, 2009, we did not
recognize any revenues from our operations.

During the year ended  December 31, 2010,  we incurred  operational  expenses of
$53,188 compared to $2,633 during the year ended December 31, 2009. The increase
of  $50,555  was a result of a $1,161  increase  in general  and  administrative
expenses,  a $44,864 in legal expenses and a $4,530  increase in licensing fees.
These  increases were a result of not just the Company's  increased  operational
activities, but also its increased public reporting requirements and its efforts
to get the Company's common stock listed on the OTCBB.

During the year  ended  December  31,  2010,  we  incurred a net loss of $52,054
compared to a net loss of $2,633  during the year ended  December 31, 2009.  The
increase  of  $49,421  was a  result  of the  $50,055  increase  in  operational
expenses, discussed above, offset by a $1,136 increase in revenues.

LIQUIDITY

During the Years Ended December 31, 2010 and 2009
-------------------------------------------------

At December 31, 2010, we had total current assets of $11,322,  consisting solely
of cash. At December 31, 2010, we had current liabilities of $25,314, consisting
solely of accounts  payable.  At December  31, 2010,  we had working  capital of
$13,992.

During  the year ended  December  31,  2010,  we used  $27,453 in our  operating
activities. During the year ended December 31, 2010, net losses $52,054 were not
adjusted  for any  non-cash  items.  During the year ended  December  31,  2010,
accounts payable and accrued interest increased by $24,601.

During  the year  ended  December  31,  2009,  we used  $1,920 in our  operating
activities.  During the year ended  December 31, 2009, net losses of $2,630 were
not adjusted for any non-cash items.

During the years ended  December  31,  2010 and 2009,  we did not use or receive
funds from any investing activities.

                                       20
<PAGE>

During the years ended  December  31,  2010 and 2009,  we did not use or receive
funds from financing activities.

Going Concern

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2010,  and for each of the years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going concern.

Capital Resources

We have only common stock as our capital resource.

We have no material commitments for capital expenditures within the next year.

Need for Additional Financing

We do not have capital  sufficient to meet our cash needs on a long-term  basis.
Based on our current cash  reserves of $11,322 at December 31, 2010,  we have an
operational  budget of less  than one year.  We have  begun  generating  nominal
revenue  and expect that our  monthly  sales will cover our monthly  operational
costs  sometime  during late 2011.  If this does not prove to be  sufficient  to
cover our operational  needs, we may have to seek loans or equity  placements to
cover such cash needs.  We are  dependent on our  majority-shareholder  Niche to
provide the platform and the technical support for our website

No commitments to provide  additional  funds have been made by our management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow it to cover our expenses as they may be
incurred or if needed.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Fairway's  operations do not employ financial  instruments or derivatives  which
are market sensitive. Short term funds are held in non-interest bearing accounts
and funds held for longer periods are placed in interest bearing accounts. Large
amounts of funds,  if available,  will be distributed  among multiple  financial
institutions  to reduce  risk of loss.  Our cash  holdings do not  generate  any
significant interest income.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited financial statements of Fairway Properties,  Inc. for the year ended
December 31, 2010,  period from September 10, 2007 (inception)  through December
31, 2010, and period from September 10, 2007 through December 31, 2010, starting
on page F-1.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

                                       21
<PAGE>

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e)  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As  required  by SEC Rule  15d-15(b),  our  Chief  Executive  Officer  and Chief
Financial  Officer,  Mr.  Michael  Murphy,  carried out an evaluation  under the
supervision and with the  participation of our management,  of the effectiveness
of the design and operation of our disclosure  controls and procedures  pursuant
to Exchange Act Rule 15d-14 as of the quarter ended December 31, 2010.  Based on
the foregoing evaluation,  Mr. Murphy has concluded that our disclosure controls
and  procedures  are effective in timely  alerting them to material  information
required  to be  included  in  our  periodic  SEC  filings  and to  ensure  that
information  required to be disclosed in our periodic SEC filings is accumulated
and  communicated to our management,  including our Chief Executive  Officer and
Chief  Financial   Officer,   to  allow  timely  decisions   regarding  required
disclosure.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Fairway's  management is responsible for establishing  and maintaining  adequate
internal control over financial  reporting for the company in accordance with as
defined in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. The Company's
internal  control over  financial  reporting  is designed to provide  reasonable
assurance  regarding the reliability of financial  reporting and the preparation
of financial  statements  for external  purposes in  accordance  with  generally
accepted  accounting  principles.  The Company's internal control over financial
reporting includes those policies and procedures that:

     (1)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of the
          Company's assets;

     (2)  provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting principles,  and that the Company's
          receipts  and  expenditures  are being  made only in  accordance  with
          authorizations of Fairway's management and directors; and

     (3)  provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  Company's
          assets  that  could  have a  material  effect on  Fairway's  financial
          statements.

Management's  assessment  of  the  effectiveness  of the  registrant's  internal
control over financial  reporting is as of the year ended December 31, 2010. The
Company  believes that internal  control over financial  reporting is effective.
The Company has not identified any current material  weaknesses  considering the
nature and extent of its current operations and any risks or errors in financial
reporting under current operations.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

                                       22
<PAGE>

This  annual  report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to permanent rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There was no change in the Company's  internal control over financial  reporting
that  occurred  during the fiscal  quarter  ended  December 31,  2010,  that has
materially affected,  or is reasonably likely to materially affect, its internal
control over financial reporting.

ITEM 9B.  OTHER INFORMATION

Not applicable.


                                    PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth  information as to persons who currently serve as
Fairway's directors or executive  officers,  including their ages as of December
31, 2010.

<TABLE>
<CAPTION>

            Name                        Age                      Position                     Term
----------------------------- ------------------------- --------------------------- -------------------------
<S>                           <C>                       <C>                         <C>

Michael D. Murphy                        29             Chief Executive Officer,             Annual
                                                        Treasurer and Director

Sean Murphy                              26             President, Secretary and             Annual

Darren Murphy                            25             Secretary                            Annual

Edward Sigmond                           52             Director                             Annual
</TABLE>

Michael D. Murphy, Sean Murphy and Darren Murphy are brothers.

Presently,  Messrs.  Murphy,  Murphy, and Murphy are employed by and involved in
the  management  of and are  owners  of Niche  Properties.  Additionally,  Niche
Properties is a majority shareholder of Fairway.

Fairway  officers  are elected by the board of  directors  at the first  meeting
after each annual  meeting of Fairway  shareholders  and hold office until their
successors are duly elected and qualified under Fairway bylaws.

The directors  named above will serve until the next annual meeting of Fairway's
stockholders.  Thereafter,  directors  will be elected for one-year terms at the
annual stockholders' meeting. Officers will hold their positions at the pleasure
of  the  board  of  directors  absent  any  employment  agreement.  There  is no
arrangement or  understanding  between the directors and officers of Fairway and
any other  person  pursuant  to which any  director  or officer  was or is to be
selected as a director or officer.

The  directors  and  officers of Fairway will devote  part-time  (up to 10 hours
weekly) to Fairway's affairs.

                                       23
<PAGE>

Biographical Information

MICHAEL D. MURPHY, age 29, is Chief Executive Officer,  Treasurer and a Director
of Fairway Properties, Inc.

Mr. Murphy  oversees all technology and management for Fairway  Properties  Inc.
His experience includes  co-founding and operating companies in the real estate,
technology  and luxury  industries.  He  co-founded  Luxurio Inc. in 2006. He is
currently employed at Niche Technologies, Inc., which he co-founded in 2007, and
oversees all Niche Properties websites. Michael began his entrepreneurial career
as Chief  Financial  Officer at a Denver real estate  start-up  (2005-2006)  and
served  a  term  at  the  Financial  Accounting  Standards  Board  (2005)  as  a
postgraduate assistant. He is an active Certified Public Accountant and inactive
licensed real estate broker. Mr. Murphy holds BBA and MS in Accountancy  degrees
from the  University  of Notre  Dame's  Mendoza  College of  Business,  where he
graduated as the valedictorian of both his respective classes (2004 & 2005)

SEAN MURPHY, age 26, is President and a Director of Fairway Properties, Inc.

Mr. Murphy oversees all business  development,  sales and marketing  initiatives
for Fairway Properties Inc. His experience  includes working with technology and
start-up companies in the real estate,  video and luxury  industries.  He joined
Michael and Robert  Murphy at Niche  Technologies  Inc. in 2007. He is currently
employed at Niche Technologies,  Inc. and manages the Niche Properties websites.
Before joining Niche  Technologies,  Inc.,  Sean was a full-time  student at the
University  of Notre  Dame.  As a  student  he has  founded a  personal  finance
consulting  company.  He  holds a B.A.  in  Theology  and  Psychology  from  the
University of Notre Dame.  Mr. Murphy  served as the  Corporate  Secretary  from
inception through July 1, 2008.

DARREN MURPHY, age 25, is Secretary of Fairway Properties, Inc.

Mr. Murphy was appointed Secretary of Fairway Properties,  Inc. on July 1, 2008.
He  manages  company  training  and  human  resource   initiatives  for  Fairway
Properties,  Inc.  His  experience  includes  administering  websites in various
industries,  including  online  real  estate,  video  distribution,  and network
marketing.  Mr. Murphy joined Niche Technologies,  Inc. in 2008 and is currently
employed by the company. Mr. Murphy graduated from the University of Colorado at
Boulder in 2008 with a BA in Psychology and minors in Neurological  Sciences and
Pre-Professional Studies. Before 2008, Mr. Murphy was a full-time student.

EDWARD SIGMOND, age 52, is a Director of Fairway Properties, Inc.

Mr. Sigmond is a partner in Sigmond and Johnson, Inc., a Dallas based investment
banking firm specializing in working with public micro cap companies.  He's been
with Sigmond and Johnson,  Inc since  conception  in 2006.  He founded the Great
American Food Chain, Inc. in 2003 and currently serves as President and Chairman
of the Board.  Mr. Sigmond also owns Kestrel  Holdings,  Inc., a real estate and
equity investment company which he founded in 1999. His properties are typically
concentrated in the retail,  entertainment and restaurant/bar  markets.  He is a
member of the Board of Directors of MultiCell Technology,  Inc., a publicly held
biotech  company  and has served in this  capacity  since  2000.  He founded and
served as president of American  Machine and Bearing  (1992-1996)  and Specialty
Food  Products  (1987-1990)  both of  Dallas,  Texas.  Other  positions  include
Assistant  to  President  of  Alpha  Aviation,  Dallas,  Texas  (1990-1992)  and
VP/Regional Manager of Geodata Corporation,  Houston, Texas (1981-1987).  He has
held executive sales,  marketing and operations  management positions for nearly
25 years.

Our  officers are spending up to 10 hours per week on our business at this time.
At such time as the Company is  financially  capable of paying  salaries,  it is

                                       24
<PAGE>

anticipated  that  management  will  assume  full  time  roles in the  Company's
operations  and be paid  accordingly  or find  additional  managers that will be
accordingly.

Committees of the Board of Directors

Fairway is managed under the direction of its board of directors.

         Executive Committee

The members of the Board of Directors serve as its executive committee.

         Audit Committee

The members of the Board of Directors serve as its audit committee.

Previous "Blank Check" or "Shell" Company Involvement

Management of Fairway has not been involved in prior  private  "blank-check"  or
"shell" companies.

Conflicts of Interest - Niche Properties

Our  Officers  and  Directors  are related to one  another and are the  majority
--------------------------------------------------------------------------------
shareholders of the Company.  As such there is a possibility of them controlling
--------------------------------------------------------------------------------
the Company to the detriment of outsiders.
-----------------------------------------

Messrs.  Michael D. Murphy,  Sean Murphy and Darren Murphy are brothers.  Robert
Murphy is their uncle.  Together,  Michael,  Sean,  Darren and Robert Murphy are
majority  shareholders of Niche Technologies,  Inc., the majority shareholder of
our  Company,  As such they will be able to the control the  operations  and the
direction  of the  Company  with  very  little  outside  influence.  Our  fourth
Director, Ed Sigmond, is not related to the Murphy family.

Presently,  Messrs.  Murphy,  Murphy,  Murphy,  and Murphy are  employed  by and
involved in the management of and are owners of Niche Technologies, Inc.

Conflicts of Interest - General.
-------------------------------

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of businesses.  Thus,  there exist  potential  conflicts of
interest   including,   among  other   things,   time,   efforts  and  corporate
opportunities involved in participation with such other business entities. While
each  officer  and  director of our  business is engaged in business  activities
outside of our business,  the amount of time they devote to our business will be
up to approximately 10 hours per week.

Conflicts of Interest - Corporate Opportunities
-----------------------------------------------

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities  which the person  learns  about  through  his  involvement  as an
officer and director of another company. We have no intention of merging with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person.

                                       25
<PAGE>

Annual Meeting

The annual  meeting of Fairway  stockholders  is expected to be held at a future
date as soon as practicable.  This will be an annual meeting of stockholders for
the election of  directors.  The annual  meeting  will be held at the  Fairway's
principal office or at such other place as permitted by the laws of the State of
Nevada  and on such  date as may be fixed  from  time to time by  resolution  of
Fairway board of directors.


ITEM 11.  EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to  officers  and board
members  during the fiscal years ended  December 31,  2010,  2009 and 2008.  The
table sets forth this  information for Fairway,  including  salary,  bonus,  and
certain other compensation to the Board members and named executive officers for
the past three fiscal  years and  includes all Board  Members and Officers as of
December 31, 2010.

The  officers  and  directors  of the  Company  do not  intend to  receive  cash
remuneration  or  salaries  for their  efforts  unless  and until the  Company's
business   operations  are   profitable,   at  which  time  salaries  and  other
remuneration will be established by the Board of Directors, as appropriate.

<TABLE>
<CAPTION>

                              SUMMARY EXECUTIVES COMPENSATION TABLE

                                                                                Non-qualified
                                                                Non-equity        deferred
                                         Stock     Option     incentive plan    compensation       All other
   Name &             Salary    Bonus     awards    awards     compensation       earnings        compensation    Total
  Position     Year     ($)      ($)       ($)       ($)           ($)               ($)              ($)          ($)
-------------- ------ -------- --------- --------- --------- ----------------- ---------------- ----------------- -------
<S>            <C>    <C>      <C>       <C>       <C>       <C>               <C>              <C>               <C>

Michael D.
Murphy, CEO
and            2010      0        0         0         0             0                 0                0            $0
Treasurer      2009      0        0         0         0             0                 0                0            $0
(1)            2008      0        0         3         0             0                 0                0            $3

Sean Murphy,   2010      0        0         0         0             0                 0                0            $0
President (2)  2009      0        0         0         0             0                 0                0            $0
               2008      0        0         3         0             0                 0                0            $3
</TABLE>

     (1)  During  the year ended  December  31,  2008,  Mr.  Michael  D.  Murphy
          received  3,816  shares of common  stock  valued at $0.001  for $3 for
          services.

     (2)  During the year ended  December  31,  2008,  Mr. Sean Murphy  received
          3,816 shares of common stock valued at $0.001 for $3 for services.


                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

Not Applicable.

Fairway does not have a stock  option plan as of the date of this filing.  There
was no grant of stock  options to the Chief  Executive  Officer  and other named
executive officers during the fiscal years ended December 31, 2010 and 2009.

                                       26
<PAGE>

Employment  Contracts  and  Termination  of  Employment  and   Change-in-Control
Arrangements

There are no employment contracts, compensatory plans or arrangements, including
payments  to be  received  from us,  with  respect  to any of our  directors  or
executive  officers which would in any way result in payments to any such person
because of his or her resignation, retirement or other termination of employment
with  us,  any   change  in  control  of  us,  or  a  change  in  the   person's
responsibilities following such a change in control.

Compensation Committee Interlocks and Insider Participation

The  Fairway  board  of  directors  in its  entirety  acts  as the  compensation
committee for Fairway.

Stock Option Plan

The Company does not have or intend to develop a stock option plan at this time.


                              Director Compensation

The following table sets forth certain information concerning  compensation paid
to our directors for services as directors,  but not including  compensation for
services as officers  reported in the "Summary  Executives  Compensation  Table"
during the year ended December 31, 2010:

<TABLE>
<CAPTION>

                                                                   Non-qualified
                                                   Non-equity         deferred
               Fees                              incentive plan     compensation       All other
               earned     Stock      Option     compensation ($)      earnings        compensation    Total
    Name       or paid    awards     awards                             ($)               ($)          ($)
                in cash      ($)        ($)
                  ($)
-------------- ---------- ---------- ---------- ----------------- ----------------- ----------------- -------
<S>            <C>        <C>         <C>       <C>               <C>               <C>               <C>

Michael D.       $ -0-       $0        $ -0-         $ -0-             $ -0-             $ -0-         $-0-
Murphy

Sean Murphy      $ -0-       $0        $ -0-         $ -0-             $ -0-             $ -0-         $-0-

Edward           $ -0-       $0        $ -0-         $ -0-             $ -0-             $ -0-         $-0-
Sigmond
</TABLE>

All of our  officers  and/or  directors  will  continue  to be  active  in other
companies.  All officers and directors  have retained the right to conduct their
own independent business interests.

It is  possible  that  situations  may arise in the  future  where the  personal
interests of the officers and directors may conflict  with our  interests.  Such
conflicts could include  determining  what portion of their working time will be
spent on our business and what portion on other business  interest.  To the best
ability and in the best judgment of our officers and directors, any conflicts of
interest  between us and the personal  interests  of our officers and  directors
will be  resolved  in a fair  manner  which  will  protect  our  interests.  Any
transactions  between us and entities affiliated with our officers and directors
will be on terms  which are fair and  equitable  to us.  Our Board of  Directors
intends to continually review all corporate  opportunities to further attempt to
safeguard against conflicts of interest between their business interests and our
interests.

We have no  intention of merging  with or  acquiring  an  affiliate,  associated
person or  business  opportunity  from any  affiliate  or any client of any such
person.

                                       27
<PAGE>

At this time,  our  Directors  do not  receive  compensation  for serving on the
Fairway  Board of Directors.  Our  directors  were issued shares of common stock
upon their initial appointment to the Board of Directors in September 2007.

Limitation on Liability and Indemnification

Fairway is a Nevada corporation. The Nevada Revised Statutes (NRS) provides that
the articles of  incorporation  of a Nevada  corporation may contain a provision
eliminating or limiting the personal  liability of a director to the corporation
or its  shareholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except  that any  such  provision  may not  eliminate  or  limit  the
liability of a director (i) for any breach of the director's  duty of loyalty to
the corporation or its shareholders, (ii) acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing violation of law, (iii) acts
specified  in  Section  78  (concerning  unlawful  distributions),  or (iv)  any
transaction  from which a director  directly or  indirectly  derived an improper
personal  benefit.   Fairway  articles  of  incorporation  contain  a  provision
eliminating   the  personal   liability  of  directors  to  Fairway  or  Fairway
shareholders for monetary damages to the fullest extent provided by the NRS.

The NRS  provides  that a Nevada  corporation  must  indemnify  a person who was
wholly  successful,  on the merits or otherwise,  in defense of any  threatened,
pending,  or completed  action,  suit, or proceeding,  whether civil,  criminal,
administrative,   or   investigative   and   whether   formal  or   informal  (a
"Proceeding"),  in which he or she was a party  because  the  person is or was a
director,  against reasonable expenses incurred by him or her in connection with
the Proceeding,  unless such indemnity is limited by the corporation's  articles
of  incorporation.  Fairway  articles of  incorporation  do not contain any such
limitation.

The NRS provides that a Nevada  corporation  may indemnify a person made a party
to a Proceeding  because the person is or was a director  against any obligation
incurred  with respect to a Proceeding to pay a judgment,  settlement,  penalty,
fine (including an excise tax assessed with respect to an employee benefit plan)
or  reasonable  expenses  incurred  in the  Proceeding  if the person  conducted
himself or herself in good faith and the person reasonably believed, in the case
of conduct in an  official  capacity  with the  corporation,  that the  person's
conduct was in the corporation's  best interests and, in all other cases, his or
her conduct was at least not opposed to the  corporation's  best  interests and,
with respect to any criminal proceedings,  the person had no reasonable cause to
believe  that  his or her  conduct  was  unlawful.  The  Company's  articles  of
incorporation and bylaws allow for such  indemnification.  A corporation may not
indemnify a director in connection with any Proceeding by or in the right of the
corporation in which the director was adjudged  liable to the corporation or, in
connection  with any other  Proceeding  charging  that the  director  derived an
improper  personal  benefit,  whether or not  involving  actions in an  official
capacity,  in which  Proceeding the director was judged liable on the basis that
he or she derived an improper personal benefit. Any indemnification permitted in
connection with a Proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with such Proceeding.

The NRS, unless otherwise  provided in the articles of  incorporation,  a Nevada
corporation  may  indemnify  an officer,  employee,  fiduciary,  or agent of the
corporation to the same extent as a director and may indemnify such a person who
is not a director to a greater extent,  if not  inconsistent  with public policy
and if provided  for by its bylaws,  general or specific  action of its board of
directors  or  shareholders,  or  contract.  Fairway  articles of  incorporation
provide for indemnification of directors,  officers, employees,  fiduciaries and
agents of Fairway to the full extent permitted by Nevada law.

Fairway  articles of  incorporation  also  provide that Fairway may purchase and
maintain  insurance  on behalf of any person who is or was a director or officer
of Fairway or who is or was  serving  at the  request of Fairway as a  director,
officer or agent of another  enterprise  against any liability  asserted against

                                       28
<PAGE>

him or her and incurred by him or her in any such capacity or arising out of his
or her status as such,  whether or not Fairway would have the power to indemnify
him or her against such liability.

                      EQUITY COMPENSATION PLAN INFORMATION

The Company has not established an equity  compensation  plan or Incentive Stock
Option Plan.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of Fairway outstanding common stock by:

     o    each person who is known by Fairway to be the beneficial owner of five
          percent (5%) or more of Fairway common stock;

     o    Fairway chief executive  officer,  its other executive  officers,  and
          each  director  as  identified   in  the   "Management   --  Executive
          Compensation" section; and

     o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
60 days of the date of this  document  into shares of Fairway  common  stock are
deemed to be outstanding and to be beneficially  owned by the person holding the
options,  warrants or  convertible  securities  for the purpose of computing the
percentage  ownership of the person,  but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.

The  information  below is based on the number of shares of Fairway common stock
that  Fairway  believes  was  beneficially  owned by each person or entity as of
December 31, 2010.

There are currently  140,000,000 common shares authorized of which 1,404,000 are
outstanding.

<TABLE>
<CAPTION>

   Title of Class      Name and Address of Beneficial Owner     Amount and Nature of      (Comment #19)
                                                                  Beneficial Owner*      Percent of Class
--------------------- ---------------------------------------- ------------------------ -------------------
<S>                   <C>                                      <C>                      <C>
Common shares         Niche Technologies, Inc. (beneficially                   600,000              42.73%
                      Robert Murphy Michael D. Murphy, Sean
                      Murphy and Darren Murphy)
                      340 S Lemon Ave #5353
                      Walnut, CA 91789

Common shares         Robert Murphy,                                            72,000               5.13%
                      340 S Lemon Ave #5353
                      Walnut, CA 91789

Common shares         Michael D. Murphy,                                        72,000               5.13%
                      CEO/Treasurer and Director
                      340 S Lemon Ave #5353
                      Walnut, CA 91789

                                       29
<PAGE>

Common shares         Sean Murphy,                                              72,000               5.13%
                      CEO/Treasurer and Director
                      340 S Lemon Ave #5353
                      Walnut, CA 91789

Common shares         Darren Murphy,                                                 0                  0%
                      Secretary
                      CEO/Treasurer and Director
                      340 S Lemon Ave #5353
                      Walnut, CA 91789

Common shares         Edward Sigmond, Director                                  81,250               5.79%
                      CEO/Treasurer and Director
                      340 S Lemon Ave #5353
                      Walnut, CA 91789

Common shares         Kestrel Holdings, Inc. (beneficially                     200,000              14.25%
                      Edward Sigmond)
                      2808 Cole Avenue
                      Dallas, TX  75204
                                                               ------------------------ -------------------

                      Officers and Directors (4 individuals)                 1,097,250              78.15%
</TABLE>

*Rule 13d-3 under the Securities  Exchange Act of 1934 governs the determination
of  beneficial  ownership of  securities.  That rule  provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or  investment power with respect to such security.  Rule 13d-3
also provides that a beneficial owner of a security  includes any person who has
the right to acquire  beneficial  ownership of such security  within sixty days,
including  through  the  exercise  of any  option,  warrant or  conversion  of a
security.  Any  securities  not  outstanding  which are subject to such options,
warrants or conversion  privileges are deemed to be outstanding  for the purpose
of computing the percentage of outstanding securities of the class owned by such
person.  Those  securities are not deemed to be  outstanding  for the purpose of
computing the  percentage  of the class owned by any other  person.  The Company
does not have an options or warrants outstanding at December 31, 2009.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the stock transactions  discussed below, we have not entered into any
transaction  nor  are  there  any  proposed  transactions  in  which  any of our
founders,  directors,  executive  officers,  shareholders  or any members of the
immediate  family of any of the foregoing had or is to have a direct or indirect
material interest.

License Agreements

On October 26, 2007, we entered into a Technology License Agreement  ("License")
with  Niche   Technologies,   Inc.,  d/b/a/  Niche   Properties,   our  majority
shareholder. Niche Properties owns and operates a collection of lifestyle themed
real estate websites. The websites feature all types of property in all areas of
the world.  Niche  Properties  makes money from property listing fees and banner
advertising  on its websites.  Niche  Properties  is a Colorado  company that is
owned and operated by Michael D. Murphy,  Robert Murphy, Sean Murphy, and Darren
Murphy.

On March 5, 2010, we agreed to amend the License Agreement with Niche Properties
to:

     (a)  Waive all prior owing Guaranteed Minimum Royalties;
     (b)  Eliminate the $10,000.00 annual Guaranteed Minimum Royalty;

                                       30
<PAGE>

     (c)  Pay a new Guaranteed  Minimum  Royalty of $500.00 per month  beginning
          with March 2010; and
     (d)  Provide  us  the  ability  to  resell   services   provided  by  Niche
          Properties,  for which we will submit 75% of the  revenues  from these
          services to Niche Properties.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

GENERAL.  Ronald R.  Chadwick,  P.C.  ("Chadwick")  is the  Company's  principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether  the  provisions  of audit  services  are  compatible  with  maintaining
Chadwick's independence.

The  following  table  represents  aggregate  fees billed to the Company for the
years ended December 31, 2010 and December 31, 2009 by Ronald R. Chadwick, P.C.

                                        Year Ended December 31,
                                 2010                         2009
                         -----------------------      ---------------------
Audit Fees                      $7,750                       $1,900

Audit-related Fees                $0                           $0


Tax Fees                          $0                           $0

All Other Fees                    $0                           $0

                         -----------------------      ---------------------
Total Fees                       $7,750                       $1,900

All audit work was performed by the auditors' full time employees.


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The  following  is a complete  list of exhibits filed as part of this Form 10-K.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-K.


(a)   Audited financial statements for years ended December 31, 2010 and 2009


(b)    Exhibit No.                        Description
       -----------                        -----------

      3.1            Articles of Incorporation of Fairway Properties, Inc. (1)

      3.2            Bylaws of Fairway Properties, Inc. (1)

      10.1           Technology License Agreement (1)

      10.2           Amended Technology License Agreement (2)

      31.1           Certification of Chief Executive Officer pursuant to
                     Section 302 of the Sarbanes-Oxley Act (3)


                                       31
<PAGE>

      32.1           Certification of Principal Executive Officer pursuant to
                     Section 906 of the Sarbanes-Oxley Act (3)

--------------------------------------------------------------------------------
(1)  Incorporated  by  reference  from the  exhibits  included in the  Company's
Registration  Statement  on Form 10  filed  with  the  Securities  and  Exchange
Commission (www.sec.gov), dated November 18, 2009.

(2) Incorporated by reference from the exhibits included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2009,  filed with the SEC on
March 31, 2010.

(3) Filed herewith.












                                       32
<PAGE>

                            RONALD R. CHADWICK, P.C.
                           Certified Public Accountant
                        2851 South Parker Road, Suite 720
                             Aurora, Colorado 80014
                            Telephone (303) 306-1967
                                Fax (303)306-1944


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Fairway Properties, Inc.
Denver, Colorado

I have audited the accompanying  balance sheets of Fairway  Properties,  Inc. (a
development  stage  company) as of December  31, 2010 and 2009,  and the related
statements of operations, stockholders' equity and cash flows for the years then
ended and for the period from September 10, 2007  (inception)  through  December
31, 2010.  These financial  statements are the  responsibility  of the Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

I conducted my audit in  accordance  with the  standards  of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the financial  position of Fairway  Properties,  Inc. as of
December 31, 2010 and 2009, and the results of its operations and its cash flows
for the years then ended and for the period from September 10, 2007  (inception)
through  December 31, 2010 in conformity  with accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements the Company has suffered losses from operations that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these  matters are also  described  in Note 2. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Aurora, Colorado                        /s/ Ronald R. Chadwick, P.C.
March 24, 2011                          RONALD R. CHADWICK, P.C.



                                       F-1


<PAGE>

<TABLE>
<CAPTION>

                                    FAIRWAY PROPERTIES, INC.
                                  (A Development Stage Company)
                                         BALANCE SHEETS


                                                                            December 31,        December 31,
                                                                                2010                2009
                                                                         -------------------- -----------------
<S>                                                                      <C>                  <C>

Assets
         Current Assets:
                 Cash                                                               $ 11,322          $ 38,775
                                                                         -------------------- -----------------
         Total Current Assets                                                         11,322            38,775
                                                                         -------------------- -----------------

Total Assets                                                                        $ 11,322          $ 38,775
                                                                         ==================== =================


Liabilities and Stockholders' (Deficit) Equity
         Current liabilities
                 Accounts payable                                                   $ 25,314               $ -
                 Accrued interest                                                          -               713
                                                                         -------------------- -----------------
         Total Current Liabilities                                                    25,314               713
                                                                         -------------------- -----------------

Stockholders' (Deficit) Equity
         Common stock, $0.001 par value; 140,000,000 shares
           authorized, 1,404,000 and 1,404,000 shares issued and
           outstanding, respectively                                                   1,404             1,404
         Additional paid-in capital                                                   75,181            75,181
         Deficit accumulated during the development stage                            (90,577)          (38,523)
                                                                         -------------------- -----------------
                 Total Stockholders' Equity                                          (13,992)           38,062
                                                                         -------------------- -----------------

Total Liabilities and Stockholders' Equity                                          $ 11,322          $ 38,775
                                                                         ==================== =================


See the notes to these financial statements.
</TABLE>

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                                    FAIRWAY PROPERTIES, INC.
                                  (A Development Stage Company)
                                    STATEMENTS OF OPERATIONS


                                                                                                  September 10, 2007
                                                     Year Ended                                   (Inception) Through
                                                    December 31,           December 31,              December 31,
                                                        2010                   2009                      2010
                                                 --------------------   -------------------    --------------------------
<S>                                              <C>                    <C>                    <C>

Revenue:                                                     $ 1,136                   $ -                       $ 1,136
                                                 --------------------   -------------------    --------------------------

Operational expenses:
        General and administrative expenses                    1,224                    63                      $ 11,908
        Licensing fees                                         5,200                   670                         5,200
        Professional fees                                     46,764                 1,900                        72,904
                                                 --------------------   -------------------    --------------------------

               Total operational expenses                    (53,188)               (2,633)                      (90,012)
                                                 --------------------   -------------------    --------------------------

Other income (expense):
        Interest income (expense)                                 (2)                    0                        (1,701)
                                                 --------------------   -------------------    --------------------------

Net loss                                                   $ (52,054)             $ (2,633)                    $ (90,577)
                                                 ====================   ===================    ==========================

Per share information

Net loss per common share
        Basic and fully diluted                              $ (0.04)              $ (0.00)
                                                 ====================   ===================

Weighted average number of common
        stock outstanding                                  1,404,000             1,404,000
                                                 ====================   ===================




See the notes to these financial statements.
</TABLE>

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                                    FAIRWAY PROPERTIES, INC.
                                  (A Development Stage Company)
                                    STATEMENTS OF CASH FLOWS


                                                                  Year Ended                            September 30, 2007
                                                                 December 31,         December 31,     (Inception) Through
                                                                     2010                 2009          December 31, 2010
                                                              -------------------   -----------------  ---------------------
<S>                                                           <C>                   <C>                <C>

Cash Flows from Operating Activities:
        Net Loss                                                       $ (52,054)           $ (2,633)             $ (90,577)
        Adjustments to reconcile net loss to net cash used in
           operating activities:
          Common stock issued for services                                     -                   -                  6,835
        Increase in assets and liabilities:
          Increase (decrease) in accounts payable and accrued
          liabilities                                                     24,601                 713                 25,314
                                                              -------------------   -----------------  ---------------------

Net Cash Used by Operating Activities                                    (27,453)             (1,920)               (58,428)
                                                              -------------------   -----------------  ---------------------

Cash Flows from Financing Activities:
        Proceeds from sale of common stock                                     -                   -                 69,750
        Proceeds from note payable, related party                              -                   -                 25,000
        Payment of note payable, related party                                 -                   -                (25,000)
                                                              -------------------   -----------------  ---------------------

Net Cash Provided by Financing Activities                                      -                   -                 69,750
                                                              -------------------   -----------------  ---------------------

Net Increase  in Cash                                                    (27,453)             (1,920)                11,322

Cash and Cash Equivalents - Beginning of Period                           38,775              40,695                      -
                                                              -------------------   -----------------  ---------------------

Cash and Cash Equivalents - End of Period                               $ 11,322            $ 38,775               $ 11,322
                                                              ===================   =================  =====================


Supplemental Disclosure

Cash paid for interest                                                       $ 2                 $ -                    $ -
                                                              ===================   =================  =====================
Cash paid for income taxes                                                   $ -                 $ -                    $ -
                                                              ===================   =================  =====================



See the notes to these financial statements.
</TABLE>

                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                                    FAIRWAY PROPERTIES, INC.
                                  (A Development Stage Company)
                           STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)
           FOR THE PERIOD OF SEPTEMBER 10, 2007 (INCEPTION) THROUGH DECEMBER 31, 2010


                                                                                            Deficit Accum
                                                                             Additional         During
                                             Common Stock       Amount         Paid-in       Development
                                           Number of shares    $.001 Par       Capital          Stage            Totals
                                          -----------------   ------------   ------------   ---------------   -------------
<S>                                       <C>                 <C>            <C>            <C>               <C>

Beginning Balance - September 10, 2007                   -            $ -            $ -               $ -             $ -
  Common stock issued to directors for
    services                                       485,802            486              -                 -             486
  Common stock issued for services                 608,000            608            792                 -           1,400
  Net loss                                               -              -              -           (19,250)        (19,250)
                                          -----------------   ------------   ------------   ---------------   -------------
Balance - December 31, 2007                      1,093,802          1,094            792           (19,250)        (17,364)
                                          -----------------   ------------   ------------   ---------------   -------------

  Common stock issued to directors                  11,448             11                                -              11
  Common stock issued for services                  19,750             20          4,918                 -           4,938
  Common stock issued for cash                     279,000            279         69,471                 -          69,750
  Net loss                                               -              -              -           (16,640)        (16,640)
                                          -----------------   ------------   ------------   ---------------   -------------
Balance - December 31, 2008                      1,404,000          1,404         75,181           (35,890)         40,695
                                          -----------------   ------------   ------------   ---------------   -------------
  Net loss                                               -              -              -            (2,633)         (2,633)
                                          -----------------   ------------   ------------   ---------------   -------------
Balance - December 31, 2009                      1,404,000          1,404         75,181           (38,523)         38,062
                                          -----------------   ------------   ------------   ---------------   -------------
  Net loss                                               -              -              -           (52,054)        (52,054)
                                          -----------------   ------------   ------------   ---------------   -------------
Balance - December 31, 2010                      1,404,000        $ 1,404       $ 75,181         $ (90,577)      $ (13,992)
                                          =================   ============   ============   ===============   =============

See the notes to these financial statements.
</TABLE>




                                      F-5

<PAGE>

                            FAIRWAY PROPERTIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                 For the Years Ended December 31, 2010 and 2009


NOTE 1 - BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business

Fairway Properties,  Inc. ("the Company") was incorporated on September 10, 2007
in the state of Nevada. The Company's fiscal year end is December 31st.

The Company offers real estate  professionals  and advertisers a niche marketing
tool,  FairwayProperties.com  (the "Website"),  which enables  professionals and
advertisers to deliver information about golf properties and related real estate
matters to prospective buyers.

Basis of Presentation

Development Stage Company

The  Company  has not  earned  significant  revenues  from  planned  operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development  Stage  Company."  Among  the  disclosures  required,  are that the
Company's  financial  statements of  operations,  stockholders'  equity and cash
flows disclose activity since the date of the Company's inception.

Significant Accounting Policies

Use of Estimates

The  preparation  of the  financial  statements in  conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  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  during the reporting  periods.  Actual results could differ from those
estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less and money market instruments to be cash equivalents.

Revenue Recognition

The Company  recognizes  revenue when it is earned and  expenses are  recognized
when they occur.

Loss Per Share

Earnings per Share,  requires dual presentation of basic and diluted earnings or
loss per share (EPS) with a  reconciliation  of the numerator and denominator of
the basic EPS  computation  to the numerator and  denominator of the diluted EPS
computation.  Basic EPS excludes  dilution.  Diluted EPS reflects the  potential
dilution that could occur if securities or other contracts to issue common stock
were  exercised  or  converted  into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity.

                                      F-6

<PAGE>

                            FAIRWAY PROPERTIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                 For the Years Ended December 31, 2010 and 2009

Income Taxes

Provision for income taxes represents actual or estimated amounts payable on tax
return filings each year.  Deferred tax assets and  liabilities are recorded for
the estimated future tax effects of temporary  differences between the tax basis
of assets and  liabilities  and  amounts  reported in the  accompanying  balance
sheets,  and for  operating  loss and tax credit carry  forwards.  The change in
deferred  tax assets and  liabilities  for the period  measures the deferred tax
provision  or benefit for the period.  Effects of changes in enacted tax laws on
deferred  tax assets and  liabilities  are  reflected as  adjustment  to the tax
provision or benefit in the period of enactment.

Recent Accounting Pronouncements

There were various accounting  standards and  interpretations  issued during the
year ended  December  31,  2010,  none of which are  expected to have a material
impact on the Company's financial position, operations or cash flows.

NOTE 2 - GOING CONCERN

In the Company's  Annual Report on Form 10-K for the fiscal year ended  December
31,  2010,  the Report of the  Independent  Registered  Public  Accounting  Firm
includes an explanatory  paragraph that  describes  substantial  doubt about the
Company's  ability to  continue  as a going  concern.  The  Company's  financial
statements  for the years ended December 31, 2010 and 2009 have been prepared on
a going concern  basis,  which  contemplates  the  realization of assets and the
settlement of liabilities and commitments in the normal course of business.  The
Company reported a net loss of $52,054 for the year ended December 31, 2010, and
an accumulated deficit of $90,577 as of December 31, 2010. At December 31, 2010,
the Company had a working capital deficit of $13,992.

The future  success of the Company is likely  dependent on its ability to attain
additional capital and ultimately,  upon its ability to attain future profitable
operations.  There can be no assurance  that the Company will be  successful  in
obtaining  such  financing,  or that it will  attain  positive  cash  flow  from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial  requirements  provide the opportunity for the
Company to continue as a going concern.

NOTE 3 - STOCKHOLDERS' EQUITY (DEFICIT)

The authorized  capital stock of the Company is 140,000,000 shares with a $0.001
par value. At December 31, 2010, the Company had 1,404,000  shares of its common
stock issued and  outstanding.  The Company does not have any  preferred  shares
issued or authorized.

During the years ended December 31, 2010 and 2009, the Company did not issue any
shares of its common stock.

NOTE 4 - INCOME TAXES

Under the asset and liability  method,  deferred income taxes are recognized for
the tax consequences of "temporary  differences" by applying  enacted  statutory
tax rates  applicable  to future  years to  differences  between  the  financial
statement carrying amounts and the tax basis of existing assets and liabilities.

                                      F-7

<PAGE>

                            FAIRWAY PROPERTIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                 For the Years Ended December 31, 2010 and 2009

                                                  2010                2009
                                              -------------       ------------

Deferred tax assets
         Net operating loss carryforwards     $    35,325          $   15,024
         Valuation allowance                    (  35,325)         (   15,024)
                                              -------------       -------------
         Net deferred tax assets              $         0          $        0
                                              =============       =============

At December  31, 2010 and at December 31,  2009,  the Company had net  operating
loss  carryforwards  of  approximately  $90,577 and $38,523,  respectively,  for
federal  income tax  purposes.  These  carryforwards,  if not utilized to offset
taxable income, will begin to expire in 2028.

NOTE 5 - SUBSEQUENT EVENTS

The Company has  evaluated it activities  subsequent to the year ended  December
31, 2010 through March 28, 2011 and found no reportable subsequent events.















                                      F-8

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


/s/ Michael D. Murphy                                            April 14, 2011
---------------------------------------------------------
Michael D. Murphy
(Chief Financial Officer/Principal
Accounting Officer/Treasurer and Chief Executive Officer)



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


/s/ Ed Sigmond                                                    April 14, 2011
---------------------------------------------------------
Ed Sigmond, Director


/s/ Michael D. Murphy                                             April 14, 2011
---------------------------------------------------------
Michael D. Murphy, Director


/s/ Sean Murphy                                                   April 14, 2011
---------------------------------------------------------
Sean Murphy, Director










                                       33