UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10/A
                                 AMENDMENT NO. 2

                   GENERAL FORM FOR REGISTRATION OF SECURITIES
     Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

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

                Nevada                                       41-2251802
- ----------------------------------------            ----------------------------
    State or other jurisdiction of                     IRS Identification No.
     incorporation or organization

               1357 Ocean Avenue, Suite 4, Santa Monica, CA 90401
       -------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (866) 532-4792

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

Title of each class to be so registered               Name of each exchange on
                                                     which each class is to be
                                                             registered
- ----------------------------------------            ----------------------------
            Not Applicable                                 Not Applicable

           Securities to be registered under Section 12(g) of the Act:

                                  COMMON STOCK
                                  ------------
                                (Title of class)


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_]
(Do not check if a smaller
 reporting company)
- ------------------------------ ----------  ---------------------------- --------







                                       TABLE OF CONTENTS

           TITLE                                                                PAGE NUMBER
           ----------------------------------------------------------------     --------------------
                                                                          
Item 1     BUSINESS                                                                      2
Item 1A    RISK FACTORS                                                                 18
Item 2     FINANCIAL INFORMATION                                                        29
Item 3     PROPERTIES                                                                   34
Item 4     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT               34
Item 5     DIRECTORS AND EXECUTIVE OFFICERS                                             38
Item 6     EXECUTIVE COMPENSATION                                                       43
Item 7     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                               47
Item 8     LEGAL PROCEEDINGS                                                            48
Item 9     MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON                     48
           EQUITY AND RELATED STOCKHOLDER MATTERS
Item 10    RECENT SALES OF UNREGISTERED SECURITIES                                      50
Item 11    DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED                      52
Item 12    INDEMNIFICATION OF DIRECTORS AND OFFICERS                                    53
Item 13    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                  54
Item 14    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING                  55
           AND FINANCIAL DISCLOSURE
Item 15    FINANCIAL STATEMENTS AND EXHIBITS                                            55























                                      -1-




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
"FAIRWAY,"  "WE," "US", "OUR" OR THE "COMPANY" ARE TO FAIRWAY  PROPERTIES,  INC.
AND ITS SUBSIDIARIES.

ABOUT FAIRWAY PROPERTIES, INC.

Fairway Properties,  Inc. ("We," "Us," "Our") 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.
Through the period ended February 28, 2010, the executive  officers  contributed
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.

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.

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

REVENUE STREAMS

     o    Property Listing Fees (both one-time and subscriptions)
     o    Listing Upgrade Fees (for featured listings and featured agents)

                                      -2-


     o    Advertising  Fees (for  textual,  banner,  and rich  media ads  placed
          throughout the website)
     o    Affiliate Reselling of Niche Properties' Services

On September 13, 2007, in exchange for $25,000 together with interest thereon at
an annual rate of 10%, we executed an unsecured  corporate  promissory note with
Niche  Properties.  The note had a term of one year and was due on September 13,
2008. The note was timely paid in full with interest.

On September  19, 2007,  we issued  600,000  shares of our common stock to Niche
Properties for services valued at $1,400. These services were in connection with
their work on our website.

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.

WEBSITE STATUS

Our website is currently in a stage of beta  testing.  Beta testing means we are
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 Omniture
SiteCatalyst.  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.  Omniture
SiteCatalyst  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.

Sales may commence in the beta testing  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,  optimized  with  analytic
tracking and is capable of being marketed to the public.  The beta testing stage
is  expected  to be  completed  during the second or third  quarter of 2010.  To
complete  beta testing we must  optimize the checkout  process on the website to
make it easier and more efficient to convert  website  visitors into  customers.
This part of the website is fully functional, but needs improved to increase our
customer  conversion  rates  according  to our  analytics.  If we are  unable to
complete  these  final  website  developments,  we may not be able to market the
website or earn revenues to the level we desire.

                                      -3-


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 have  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.  Phone calls are expected to commence
         the final week of April.

(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,
         LoftProperties.com,  CollegetownProperties.com, and RaceProperties.com.
         Niche Properties owns, developed,  maintains,  updates, and markets the
         aforementioned  websites.  We have engaged 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.

BUSINESS PLAN

GENERAL INFORMATION

Our Company,  Fairway Properties,  Inc., was incorporated on September 10, 2007.
We are a Nevada  corporation  organized  for the purpose of offering real estate
professionals and advertisers a niche marketing tool, FairwayProperties.com (the
"Website").  Through the Website,  we  capitalize  on the features of e-business
technology.  It enables  professionals  and  advertisers to deliver  information

                                      -4-


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.  Fairway  Properties,  Inc. provides a means for real
estate  professionals  and advertisers to conduct business with prospective real
estate buyers and sellers.

COMPANY OVERVIEW

We are a  development  stage  company  and  have  not  begun  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).

Based on our  current  cash  reserves of  $35,000,  we estimate  that we have an
operational  budget of one year.  During 2010 we have begun to generate  revenue
and expect  that our  monthly  sales will cover our  monthly  operational  costs
sometime during late 2010. This expectation is based on (1) the ability of other
websites in the Niche Properties Network,  specifically  LuxuryProperty.com  and
HistoricalProperties.com,  to  generate  revenue  and  positive  ROI  and (2) an
amendment to our  Technology  Licensing  Agreement  with Niche  Properties  that
reduces our minimum technology licensing fee. Management believes that this will
enable us to continue forward without raising money through additional  offering
of shares, at this time.

We have no recent operating  history and no  representation  is made, nor is any
intended,  that  we  will  able  to  carry  on our  activities  profitably.  The
independent   registered  public  accounting  firm's  report  on  the  Company's
financial  statements as of December 31, 2009,  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.  The viability of the proposed  business effort is dependent upon
the generation of revenues from the activities  discussed herein, of which there
is no  assurance.  Michael D. Murphy,  Chief  Executive  Officer,  Treasurer and
Director  as  well  as Sean  Murphy,  President  and  Director,  Darren  Murphy,
Secretary,  Robert Murphy, Chairman of the Board, and Edward Sigmond,  Director,
have prior experience in the e-business technology industry.  Michael D. Murphy,
Sean Murphy,  Darren Murphy,  Robert Murphy and Edward Sigmond devote  part-time
efforts to our affairs.

Michael D. Murphy, Sean Murphy and Darren Murphy are brothers.  Robert Murphy is
their uncle.




                                      -5-


Our Goals for the next year are as follows:

MILESTONES


                                         
- ---------------------------------------- -- ------------------------------------------------------------------------
           2nd Quarter 2010                 Completion of Registration Statement.  Pay-per-click and email
                                            marketing campaigns to generate revenue and solicit feedback from
                                            customers.
- ---------------------------------------- -- ------------------------------------------------------------------------
           3rd Quarter 2010                 Marketing and selling of golf-centric real estate website and building
                                            awareness and interest in the real estate industry regarding the
                                            advantages and effectiveness of the Company's solution to the golf
                                            real estate niche
- ---------------------------------------- -- ------------------------------------------------------------------------
           4th Quarter 2010                 Continue phone sales.  Partner with golf-related companies to promote
                                            advertising on the Website.  Send additional email marketing messages
                                            to prospects.  Further strengthen our search engine optimization to
                                            drive online conversions.
- ---------------------------------------- -- ------------------------------------------------------------------------
           1st Quarter 2011                 Same as Q2 2010.  Also, cross promote the Website through other Niche
                                            real estate websites and identify banner advertisers interested in
                                            targeting property searchers on our website.
- ---------------------------------------- -- ------------------------------------------------------------------------


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 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.

                                      -6-


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;
     (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.

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.


                                                               
- ---------------------------- --------------------------------------- ------------------------------------------
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
across national              world becomes more globalized the       leverage its services across the planet.
boundaries.                  internet is the primary means to        Our clients are not restricted by
                             reach anyone at anytime.                geographic location if they wish to use
                             "Marketspace" includes potentially      our services. Advertisers on the Website
                             billions of consumers and millions of   can reach a global audience.
                             businesses worldwide.
- ---------------------------- --------------------------------------- ------------------------------------------

                                      -7-


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.
- ---------------------------- --------------------------------------- ------------------------------------------
RICHNESS                     Video, audio, and text                  By using media rich content visitors to
The internet makes           marketing messages are                  the Website will be able to fully
video, audio, and            integrated into a single                experience properties. Off-line
text marketing               marketing message and                   marketing techniques can not convey the
possible                     consumer 'experience.'                  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 will
                             to the market.                          be videos, which are one of the most
                                                                     engaging forms of media on the internet.
- ---------------------------- --------------------------------------- ------------------------------------------
INFORMATION                  Information processing, storage, and    We will be able to display large amounts
DENSITY                      communication costs drop                of listing information.  Unlike off-line
Web technology reduces       dramatically, while relevance,          techniques it will not be restricted to
information costs and        accuracy, and timeliness improve        a page of a newspaper or catalogue.
raises quality.              greatly.  Information becomes
                             plentiful and accurate.
- ---------------------------- --------------------------------------- ------------------------------------------
PERSONALIZATION              Personalization of marketing messages   The primary strategic advantage of our
The technology allows        and customization of products and       Company is our ability to target a niche
personalized messages to     service are based on individual         real estate market. As internet users
be delivered to              preferences.                            become more plentiful and search becomes
individuals and groups.                                              more refined, users will gravitate to
                                                                     niche sites that are tailored and
                                                                     dedicated to their interests.
- ---------------------------- --------------------------------------- ------------------------------------------


                                      -8-


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
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.

                                      -9-


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

Pay-Per-Listing Packages:

     o    1 listing for 3 months - $9.98/month
     o    3 listings for 3 months - $29.95/month
     o    5 listings for 3 months - $49.92/month
     o    Additional  months  may  be  purchased  on a  per  listing  basis  for
          $9.98/month

Subscription Packages:

     o    Unlimited listings for 3 months - $49.98/month
     o    Unlimited listings for 6 months - $41.66/month
     o    Unlimited listings for 12 months - $29.16/month

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. Pricing for the Company Listing Plans is as follows:

                                      -10-


                                                      6 MONTHS        12 MONTHS
                                                      --------        ---------
         Small Companies (1-100 agents)              $6,000 USD       $8,000 USD
         Medium Companies (101-500 agents)           $7,500 USD      $10,000 USD
         Large Companies (501+ agents)               $9,000 USD      $12,000 USD

Company Partnership Plans:

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

     (1)  $10 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.



                                      -11-

         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 on the Website.

                                      -12-


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
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   GofHomes.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 Pan, 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  niche  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),  search engine optimization (increasing search result rankings for top
keywords)  and  through  analytics  with  Omniture  SiteCatalyst.  None  of  our
competitors use Omniture SiteCatalyst. We believe using Omniture SiteCatalyst is
our greatest competitive  advantage.  It requires signficant technical knowledge
and  time to  implement  provided  by  Omniture.  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.

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).

                                      -13-



         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.
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.

                                      -14-


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
     *    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.

NUMBER OF PERSONS EMPLOYED

As of May 25, 2010, we had no full-time  employees.  Officers and Directors work
on an as needed  part-time  basis up to 10 hours per week.  We do not  currently
plan to hire any employees.  We outsource all website administration and support
to our vendors.

PLAN OF OPERATIONS

We had no operations prior to and we did not have any revenues during the fiscal
years ended December 31, 2008 and 2009. We have minimal  capital,  minimal cash,
and our intangible assets consist only of our business plan, relationships,  and
contacts.  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).


                                      -15-


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.

The  projected  time to complete  each of the elements of our plan of operations
and its anticipated cost are discussed below:

PLAN OF OPERATIONS


                                     
- --------------------------------------  -----------------------------------------------------------------------------
           2nd Quarter 2010             o        Completion of Registration Statement ($10,000).
                                        o        Pay-per-click  and email marketing  campaigns to generate revenue
                                                 and solicit feedback from customers ($500).
                                        o        Phone sales via 3rd party outbound call consultants ($500).
- -------------------------------------   -----------------------------------------------------------------------------
           3rd Quarter 2010             o        Marketing  and  selling  via email and SEM of  golf-centric  real
                                                 estate  website and building  awareness  and interest in the real
                                                 estate industry regarding the advantages and effectiveness of the
                                                 Company's solution to the golf real estate niche ($500).
                                        o        Selling of listing  packages  on the  Website via 3rd party phone
                                                 call consultants ($500)
- --------------------------------------  -----------------------------------------------------------------------------
           4th Quarter 2010             o        Send additional email marketing messages to prospects ($500).
                                        o        Continue phone sales ($500).
                                        o        Partner with golf-related companies to promote advertising on the
                                                 Website ($0).
                                        o        Further strengthen our search engine optimization to drive online
                                                 conversions ($0).
- --------------------------------------  -----------------------------------------------------------------------------
           1st Quarter 2011             o        Email/SEM/phone calls same as Q4 2010 ($1,000).
                                        o        Cross  promote  the  Website  through  other  niche  real  estate
                                                 websites  and find banner  advertisers  interested  in  targeting
                                                 property searchers on our website ($500).
- --------------------------------------  -----------------------------------------------------------------------------



                                      -16-


Our Budget for operations in next twelve months is as follows:

                                                             MAXIMUM
                                                   ----------------------------
Legal Fees (Registration Statement)                                    $10,000
Legal Fees (Other)                                                      $5,000
Blue Sky Fees                                                           $3,000
Accounting                                                              $5,000
Transfer Agent Fees                                                     $1,000
Email and SEM Campaigns                                                 $2,000
3rd Party Phone Sales                                                   $2,000
Cross Promotion Advertising                                               $500
Guaranteed Minimum Royalties                                            $5,000
General and administrative expenses                                       $500
                                                   ----------------------------
                                                                       $34,000
                                                   ----------------------------

Based on our current cash reserves of $35,000,  we have an operational budget of
one year.  We have begun  generating  revenue and expect that our monthly  sales
will cover our  monthly  operational  costs  sometime  during  late  2010.  This
expectation  is  based  on (1)  the  ability  of  other  websites  in the  Niche
Properties       Network,       specifically        LuxuryProperty.com       and
HistoricalProperties.com,  to  generate  revenue  and  positive  ROI  and (2) an
amendment to our  Technology  Licensing  Agreement  with Niche  Properties  that
reduces our minimum technology  licensing fee. This should enable us to continue
forward without raising money through additional offering of shares. However, if
we are unable to generate enough revenue to cover our operational costs, we will
need to seek additional sources of funds. 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, 2009,  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.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.



                                      -17-


ITEM 1A.  RISK FACTORS
- ----------------------
                           FORWARD LOOKING STATEMENTS

This registration  statement  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  registration  statement 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

The following risk factors, as well as all other information set forth elsewhere
in this registration statement, should be carefully considered 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  shareholders  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  SHAREHOLDERS  CANNOT  VIEW  OUR  PAST
PERFORMANCE 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,

                                      -18-


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  nomincal  revenues  since  incorporation.  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 TO OUR SHAREHOLDERS.

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 the filing of this  Registration  Statement and could
exceed  $32,000 in the next twelve  months.  We have cash as of the date of this
Registration Statement of approximately $35,000.

We have no operating history and no revenues and it may be unlikely that we will
raise that additional working capital from this Registration.

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,  specifically  Messrs.  Michael,  Sean,  Darren and
Robert Murphy are either  officers,  employees  and/or directors of our majority
shareholder, Niche Technologies,  Inc. Niche Technologies, Inc. operates several
business units, including Niche Properties,  VideoPros, Vidli, and Zprosper. Our
Officers  and  Directors  may be  expected  to  continue to devote time to these
ventures  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. In some
circumstances  this conflict may arise between their fiduciary  duties to us and
their fiduciary duties to these ventures.  It is possible that in this situation
their  judgment  maybe  more  consistent  with their  fiduciary  duties to these
ventures and may be detrimental  to our interests.  See "Directors and Executive
Officers"  (page 31), and  "Conflicts  of Interest"  (page 33). 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

                                      -19-

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
any potential new investors.

WE HAVE A MINIMAL  OPERATING  HISTORY,  SO SHAREHOLDERS HAVE NO WAY TO GAUGE OUR
LONG TERM PERFORMANCE.

We were formed on September 10, 2007 and only  recently  adopted a business plan
in the golf internet marketing  industry.  As evidenced by the financial reports
we have had no revenue. We must be regarded as a new or development venture with
all of the unforeseen costs, expenses,  problems, and difficulties to which such
ventures are subject. Our venture must be considered highly speculative.

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  four  individuals  who  are  serving  as our  officers  and
directors, each up to 10 hours total per week and each on a part-time basis. Our
directors  are also  acting as our  officers.  In  addition,  our  officers  and
directors  are officers,  directors  and employees of our majority  shareholder,
Niche  Technologies  d/b/a Niche  Properties.  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.  See  "Management."  Because  shareholders  will not be able to manage our
business,  they should critically  assess all of the information  concerning our
officers and directors.


                                      -20-


OUR  OFFICERS  AND  DIRECTORS  ARE NOT  EMPLOYED  FULL-TIME BY US WHICH COULD BE
DETRIMENTAL TO THE BUSINESS.

Our directors  and officers are employed full time by our majority  shareholder,
Niche  Technologies,  Inc. In the future they 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.  In some  circumstances  this
conflict may arise  between  their  fiduciary  duties to us and their  fiduciary
duties  to  Niche  Technologies,   Inc's  business  divisions,  including  Niche
Properties.  It is possible that in this  situation  their  judgment may be more
consistent with their fiduciary  duties to these ventures and may be detrimental
to our  interests.  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.  (See
"Executive Team")

We do not know of any reason other than outside  business  interests,  discussed
above, 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. (See "Conflicts of Interest" at page 33)

In addition,  our officers and directors are either  officers,  directors and/or
employees  of  our  majority   shareholder,   Niche  Technologies,   Inc.  Niche
Technologies,  Inc. operates several business units, including Niche Properties,
VideoPros,  Vidli,  and Zprosper.  Our Officers and Directors may be expected to
continue to devote time to these  ventures  although  management  time should be
devoted to our business. As a result, in some circumstances a conflict may arise
between  their  fiduciary  duties  to us and  their  fiduciary  duties  to these
ventures.  It is  possible  that in this  situation  their  judgment  maybe more
consistent with their fiduciary  duties to these ventures and may be detrimental
to our interests.


                                      -21-


RISK FACTORS RELATING TO OUR COMPANY AND OUR BUSINESS

WE HAVE LIMITED  OPERATING  HISTORY AND THERE IS VERY LITTLE  INFORMATION ON OUR
COMPANY WHICH LIMITS YOUR ABILITY TO EVALUATE OUR COMPANY.

We are a development-stage company with limited prior business operations and no
revenues to date.  We commenced  our  operations  on September  13, 2007. We are
presently engaged in development of an internet marketing service to real estate
professional and real estate buyers/sellers  throughout the world. Unless we are
able to secure adequate  funding,  we may not be able to  successfully  continue
development  and market our  products  and our  business  will most likely fail.
Because of our limited operating history,  you may not have adequate information
on which you can base an evaluation of our business and  prospects.  To date, we
need to  accomplish  the  following  in order  to  establish  ourselves  and our
internet platform in the market:

          o    rely   on   Niche    Properties    to    further    refine    the
               FairwayProperties.com website;
          o    generate  high  quality  traffic  to  the   FairwayProperties.com
               website; and
          o    build  relationships  with  potential  clients  wishing  to  list
               properties on the website.

Failure to obtain funding for continued  development  and marketing would result
in us having  difficulty  growing our revenue or  achieving  profitability.  You
should be aware of the increased risks, uncertainties, difficulties and expenses
we face as a  development  stage  company and our  business may fail and you may
lose your entire investment.

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
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.

                                      -22-


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  Technologies,  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 and does not have holdings in Niche
Technologies.

Messrs.  Michael,  Sean and Robert Murphy are holders of 72,000 shares, each, of
the common stock of Fairway. They with Darren Murphy are officers, directors and
shareholders  of Niche  Technologies  and have the ability to vote the shares of
Niche Technologies.

     -    Michael D. Murphy owns approximately 33.33% of Niche Technologies.

                                      -23-


     -    Robert Murphy owns approximately 33.33% of Niche Technologies.

     -    Sean Murphy owns approximately 13.89% of Niche Technologies.

     -    Darren Murphy owns approximately 8.34% of Niche Technologies.

As such,  they are the  beneficial  holders of the 600,000  shares held by Niche
Technologies.  Through their direct  ownership in Fairway and their ownership in
Niche Technologies, Messrs. Michael, Sean, Darren and Robert Murphy, as a group,
control  approximately 816,000 shares of common stock or approximately 58.12% of
the voting stock of the Company.

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 ARE SUBJECT TO CERTAIN ANTI-TAKEOVER PROVISIONS UNDER NEVADA LAW, WHICH COULD
DISCOURAGE OR PREVENT A POTENTIAL  TAKEOVER OF OUR COMPANY THAT MIGHT  OTHERWISE
RESULT IN YOU RECEIVING A PREMIUM OVER THE MARKET PRICE FOR YOUR COMMON SHARES.

As a Nevada  corporation,  we are  subject to certain  provisions  of the Nevada
General   Corporation  Law  that   anti-takeover   effects  and  may  inhibit  a
non-negotiated  merger  or other  business  combination.  These  provisions  are
intended to encourage any person  interested in acquiring us to negotiate  with,
and to obtain the approval of, our Board of Directors in connection  with such a
transaction.  However,  certain  of these  provisions  may  discourage  a future
acquisition  of us,  including an acquisition  in which the  shareholders  might
otherwise  receive a premium for their  shares.  As a result,  shareholders  who
might desire to participate in such a transaction  may not have the  opportunity
to do so.

WE WILL HAVE WORKING CAPITAL NEEDS FOR WHICH WE HAVE NO FUNDING COMMITMENTS.

Our working capital needs of consist  primarily of marketing and sales costs for
an on-line  golf  course  real  estate  sales  tool,  licensing  fees from Niche
Technologies,  Inc. d/b/a Niche  Properties for a website and domain names,  and
the  costs  and fees  associated  with the  filing  and  administration  of this
Registration  Statement.  These are  estimated to total over $30,000 in the next
twelve months,  none of which funds are committed.  We have only $40,000 cash as
of the date of this prospectus.

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.

                                      -24-


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  SHAREHOLDERS  WILL HAVE LIMITED ABILITY TO AFFECT
CORPORATE DECISIONS.

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

                                      -25-

THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY  DISCOURAGE THE  TRADABILITY
OF OUR SECURITIES.

We are a "penny stock"  company.  None of our securities  currently trade in any
market and, if ever  available for trading,  will be 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  shareholder  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.

                                      -26-

NO PUBLIC  MARKET  EXISTS  FOR OUR COMMON  STOCK AT THIS  TIME,  AND THERE IS NO
ASSURANCE OF A FUTURE MARKET.

There is no public  market for our common  stock,  and no assurance can be given
that a market will develop or that a shareholder  ever will be able to liquidate
his  investment  without  considerable  delay,  if at all.  If a  market  should
develop,  the price may be highly  volatile.  Factors such as those discussed in
the "Risk Factors"  section may have a significant  impact upon the market price
of the  shares  offered  hereby.  Due to the low price of our  securities,  many
brokerage  firms may not be willing to effect  transactions  in our  securities.
Even if a  purchaser  finds a broker  willing  to  effect a  transaction  in our
shares, the combination of brokerage commissions,  state transfer taxes, if any,
and any other selling costs may exceed the selling price.  Further, many lending
institutions will not permit the use of our shares as collateral for any loans.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

All of the  outstanding  shares of common  stock held by our  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
Shares,  these shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws.  Rule 144  provides  in  essence  that a  person  who has held
restricted securities for six months, under certain conditions, sell every three
months, in brokerage  transactions,  a number of shares that does not exceed the
greater of 1.0% of a company's  outstanding  common stock or the average  weekly
trading  volume  during the four calendar  weeks prior to the sale.  There is no
limit on the amount of restricted securities that may be sold by a non-affiliate
after the owner has held the restricted  securities for a period of two years. A
sale under Rule 144 or under any other exemption from the Act, if available,  or
pursuant  to  subsequent  registration  of  shares of  common  stock of  present
stockholders, may have a depressive effect upon the price of the common stock in
any market that may develop.

OUR  SHAREHOLDERS  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.

OUR STOCK  WILL IN ALL  LIKELIHOOD  BE THINLY  TRADED AND AS A RESULT YOU MAY BE
UNABLE  TO SELL AT OR NEAR ASK  PRICES OR AT ALL IF YOU NEED TO  LIQUIDATE  YOUR
SHARES.

The  shares of our common  stock,  if listed,  may be  thinly-traded  on the OTC
Bulletin Board,  meaning that the number of persons interested in purchasing our
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 we are 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 we 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 ours or purchase or

                                      -27-


recommend  the  purchase of any of our  Securities  until such time as we became
more seasoned and viable. As a consequence, there may be periods of several days
or more when trading activity in our 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.  We cannot give you any  assurance  that a broader or more
active  public  trading  market for our  common  Securities  will  develop or be
sustained,  or  that  any  trading  levels  will  be  sustained.  Due  to  these
conditions, we can give shareholders no assurance that they will be able to sell
their  shares at or near ask  prices or at all if they need  money or  otherwise
desire to liquidate their securities of our Company.

OUR COMMON STOCK MAY BE VOLATILE,  WHICH  SUBSTANTIALLY  INCREASES THE RISK THAT
YOU MAY NOT BE ABLE TO SELL YOUR  SECURITIES  AT OR ABOVE THE PRICE THAT YOU MAY
HAVE PAID FOR THE SECURITY.

Because of the limited  trading market  expected to develop for our common stock
and because of the possible price  volatility,  you may not be able to sell your
shares of common  stock  when you desire to do so.  The  inability  to sell your
Securities in a rapidly declining market may substantially increase your risk of
loss because of such  illiquidity  and because the price for our  Securities may
suffer greater declines because of our price volatility.

The price of our common stock that will prevail in the market, if we are able to
get  listed  for  trading,  may be higher  or lower  than the price you may pay.
Certain factors,  some of which are beyond our control, that may cause our share
price to fluctuate significantly include, but are not limited to the following:

     o    Variations in our quarterly operating results;
     o    Loss  of  a  key  relationship  or  failure  to  complete  significant
          transactions;
     o    Additions or departures of key personnel; and
     o    Fluctuations in stock market price and volume.

Additionally,   in  recent   years  the  stock   market  in  general,   and  the
over-the-counter  markets in  particular,  have  experienced  extreme  price and
volume  fluctuations.  In  some  cases,  these  fluctuations  are  unrelated  or
disproportionate to the operating  performance of the underlying company.  These
market and industry factors may materially and adversely affect our stock price,
regardless of our operating  performance.  In the past, class action  litigation
often has been brought against companies  following periods of volatility in the
market price of those companies common stock. If we become involved in this type
of litigation in the future,  it could result in substantial costs and diversion
of  management  attention  and  resources,  which could have a further  negative
effect on the valuation of our stock.


WE WILL  BECOME  A  REPORTING  COMPANY  UPON  THE  FILING  OF THIS  REGISTRATION
STATEMENT, BUT OUR STOCK IS NOT PUBLICLY TRADED.

There is no  trading  market  for our  common  stock.  We will be subject to the
reporting  requirements  under the Securities and Exchange Act of 1934,  Section
13a,  pursuant  to  Section  15d of the  Securities  Act  and  we  intend  to be
registered  under Section 12(g). As a result,  shareholders  will have access to
the  information  required to be reported by publicly held  companies  under the

                                      -28-

Exchange  Act  and  the  regulations  thereunder.   We  intend  to  provide  our
shareholders  with quarterly  unaudited  reports and annual  reports  containing
financial  information prepared in accordance with generally accepted accounting
principles audited by independent  certified public accountants and we intend to
be registered under the Securities Exchange Act, Section 12(g).

OUR PRESENT  SHAREHOLDERS  WILL SUFFER  DILUTION BY NEW  ISSUANCES IN THE FUTURE
WHICH MAY OCCUR.

Upon the  future  sales of or  issuance  of  shares,  there  may be  substantial
dilution  to  our  current  shareholders.  The  sale  price  of  our  shares  is
substantially  higher  than the pro forma  current net  tangible  book value per
share of our outstanding  common stock. The net tangible book value attributable
to our shares as of December 31, 2009 and December 31, 2008 was $0.03 per share.
Net tangible  book value per share of common stock is determined by dividing the
number of  outstanding  shares of common stock into the net tangible  book value
attributable  to our common stock,  which is our total tangible  assets less our
total liabilities.


ITEM 2.  FINANCIAL INFORMATION
- ------------------------------

MANAGEMENTS' DISCUSSION AND ANALYSIS

THE FOLLOWING  DISCUSSION  SHOULD BE READ IN CONJUNCTION  WITH OUR UNAUDITED AND
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,  2009  INCLUDES  A  "GOING  CONCERN"
EXPLANATORY  PARAGRAPH  THAT  DESCRIBES  SUBSTANTIAL  DOUBT ABOUT THE  COMPANY'S
ABILITY TO CONTINUE AS A GOING CONCERN.


                                      -29-


RESULTS OF OPERATIONS

FOR THE THREE  MONTHS  ENDED MARCH 31, 2010  COMPARED TO THE THREE  MONTHS ENDED
MARCH 31, 2009

During the three months ended March 31, 2010,  we  recognized  revenues from our
operations  of $846.  During the three months  ended March 31, 2009,  we did not
recognize any revenue from our operations.

During the three months ended March 31, 2010, we incurred  operational  expenses
of $2,990  compared  to $0 during the three  months  ended March 31,  2009.  The
increase of $2,990 was a result of an increase in our administrative  activities
in  connection  with the  administrative  activities  and  accounting  and legal
expenses.

During the three months ended March 31, 2010,  we incurred a net loss of $2,144.
During the three months ended March 31, 2010,  we did not incur a net loss.  The
increase  of $2,144 is a direct  result of the $2,990  increase  in  operational
expenses as explained above, offset by the $846 increase in revenues.

LIQUIDITY

At March 31, 2010, we had total current assets of $35,920,  consisting solely of
cash. At March 31, 2010, we had current  liabilities of $2, consisting solely of
accounts payable. At March 31, 2010, we had working capital of $35,918.

During the three months ended March 31,  2010,  we used $2,855 in our  operating
activities. During the three months ended March 31, 2010, net losses $2,144 were
not  adjusted for any  non-cash  items.  During the three months ended March 31,
2010, accounts payable and accrued expenses decreased by $711.

During the three months ended March 31,  2009,  we did not use or receive  funds
from operational activities.

During the three months ended March 31, 2009 and 2008, we did not use or receive
funds from any investing activities.

During the three months ended March 31, 2009 and 2008, we did not use or receive
funds from financing activities.

SHORT TERM

Based on our current cash reserves of $35,920,  we have an operational budget of
over one year.  We have begun  generating  nominal  revenue  and expect that our
monthly  sales will cover our monthly  operational  costs  sometime  during late
2010.  This should enable us to continue  forward  without raising money through
additional  offering of shares.  However,  if we are unable to  generate  enough
revenue to cover our operational  costs, we will need to seek additional sources
of funds.  Currently,  we have NO committed  source for any funds as of the 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.

                                      -30-


GOING CONCERN

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2009,  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 $35,920,  we have an operational budget of
over one year.  We have begun  generating  nominal  revenue  and expect that our
monthly  sales will cover our monthly  operational  costs  sometime  during late
2010. 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 Properties 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.


RESULTS OF OPERATIONS

FOR THE YEAR ENDED  DECEMBER  31, 2009  COMPARED TO THE YEAR ENDED  DECEMBER 31,
2008.

During the years ended  December  31, 2009 and 2008,  we did not  recognize  any
revenues from our operations.  Operations during this period were focused on the
development our website and not on revenue generating activities.

During the year ended  December 31, 2009,  we incurred  operational  expenses of
$2,633 compared to $15,680 during the year ended December 31, 2008. The decrease
of  $13,047  was a result of a $6,082  decrease  in general  and  administrative
expenses,  combined with the $6,965  decrease in legal  expenses.  The resulting
decrease in operational expenses was a result of the Company's focus on the beta
testing of its website, during the year, compared to the prior year.

During  the year  ended  December  31,  2009,  we  incurred a net loss of $2,633
compared to a net loss of $16,640  during the year ended  December 31, 2008. The
decrease  of  $14,007  was a  result  of the  $13,047  decrease  in  operational
expenses, discussed above, offset by a $960 decrease in interest expense.

                                      -31-


During the year ended  December 31, 2009,  we recognized a net loss per share of
$0.00, during the year ended December 31, 2008 net loss per share was $0.01.

LIQUIDITY

DURING THE YEARS ENDED DECEMBER 31, 2009 AND 2008

At December 31, 2009, we had total current assets of $38,775,  consisting solely
of cash. At December 31, 2009, we had current  liabilities  of $713,  consisting
solely of accrued  interest.  At December  31, 2009,  we had working  capital of
$39,488.

During  the year  ended  December  31,  2009,  we used  $1,920 in our  operating
activities.  During the year ended  December 31, 2009,  net losses  $2,630 which
were not  adjusted for any non-cash  items.  During the year ended  December 31,
2009, accrued interest increased by $713.

During  the year ended  December  31,  2008,  we used  $12,431 in our  operating
activities.  During the year ended December 31, 2008, net losses of $16,640 were
adjusted by the non-cash item of common stock issued for services of $4,949.

During the years ended  December  31,  2009 and 2008,  we did not use or receive
funds from any investing activities.

During the year ended  December 31, 2009,  we did not use or receive  funds from
financing  activities.  During the year ended  December  31,  2008,  we received
$44,750 from our financing activities.  During the year ended December 31, 2007,
we received  $25,000 from a loan from a majority  shareholder,  which was repaid
during the year ended December 31, 2008.

During the year ended December 31, 2008, the Company issued 11,448 shares of its
restricted common stock to its directors. The shares were issued at par value of
$0.001 per share for a value of $11.

During the year ended  December 31, 2008,  the Company  issued 279,000 shares of
its  restricted  common stock in exchange  for cash of $69,750.  The shares were
sold at a purchase price of $0.25 per share.

During the year ended December 31, 2008, the Company issued 19,750 shares of its
restricted common stock in exchange for services totaling $4,949. The shares had
a price of $0.25 per share.

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 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.

                                      -32-


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;
     (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.

SHORT TERM

Based on our current cash reserves of $35,000,  we have an operational budget of
one year.  We have begun  generating  revenue and expect that our monthly  sales
will cover our  monthly  operational  costs  sometime  during  late  2010.  This
expectation  is  based  on (1)  the  ability  of  other  websites  in the  Niche
Properties       Network,       specifically        LuxuryProperty.com       and
HistoricalProperties.com,  to  generate  revenue  and  positive  ROI  and (2) an
amendment to our  Technology  Licensing  Agreement  with Niche  Properties  that
reduces our minimum technology  licensing fee. This should enable us to continue
forward without raising money through additional offering of shares.

We expect to incur operational expenses as a result of becoming a public company
in order to meet the  filing  requirements  of the SEC and the  requirements  of
FINRA.  We may see an increase in our legal and accounting  expenses as a result
of such requirements. It is likely that we will see an increase in such expenses
as a result of the requirement for smaller reporting  companies to have an audit
performed of such internal controls.

However,  if we are unable to generate  enough revenue to cover our  operational
costs, we will need to seek additional sources of funds.  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.

Our assets were $38,775 and liabilities were $40,695as of December 31, 2009.


                                      -33-


GOING CONCERN

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2009,  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

If are sales efforts over the course of the next year are unsuccessful,  we will
not have capital  sufficient  to meet our cash needs  beyond 12 months.  We will
have to seek loans or equity  placements to cover such cash needs.  Our majority
shareholder,  Niche Technologies  (d/b/a Niche Properties),  will not be able to
provide  additional funds.  Consequently,  we will have to look to other sources
for capital.  At this time, no commitments to provide  additional funds from any
party, including our management and stockholders,  have been made.  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.

ITEM 3.  PROPERTIES
- -------------------

Our executive  offices were recently moved to 1357 Ocean Avenue,  Suite 4, Santa
Monica,  CA 90401.  Prior to that they were located at 1614 15th St, Denver,  CO
80202. The Company's  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 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- ----------------------------------------------------------------------

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

                                      -34-


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, 2009.

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












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                                      -35-




   TITLE OF CLASS      NAME AND ADDRESS OF BENEFICIAL OWNER     AMOUNT AND NATURE OF
                                                                  BENEFICIAL OWNER*      PERCENT OF CLASS
- --------------------- ---------------------------------------- ------------------------ -------------------
                                                                               
Common shares         Niche Technologies, Inc. (1)                            600,000              42.73%
                      (beneficially Robert Murphy, Michael D.
                      Murphy, Sean Murphy and Darren Murphy)
                      1357 Ocean Avenue, Suite 4
                      Santa Monica, CA  90401

Common shares         Robert Murphy, (2)                                       672,000              47.86%
                      Chairman of the Board
                      1357 Ocean Avenue, Suite 4
                      Santa Monica, CA  90401

Common shares         Michael D. Murphy, (3)                                   672,000              47.86%
                      CEO/Treasurer and Director
                      1357 Ocean Avenue, Suite 4
                      Santa Monica, CA  90401

Common shares         Sean Murphy, (4)                                         672,000              47.86%
                      President and Director
                      1357 Ocean Avenue, Suite 4
                      Santa Monica, CA  90401

Common shares         Darren Murphy, (5)                                       600,000              42.73%
                      Secretary
                      1357 Ocean Avenue, Suite 4
                      Santa Monica, CA  90401

Common shares         Edward Sigmond, Director  (6)                            281,250              20.03%
                      2808 Cole Avenue
                      Dallas, TX  75204

Common shares         Kestrel Holdings, Inc. (6)                               200,000              14.25%
                      (beneficially Edward Sigmond)
                      2808 Cole Avenue
                      Dallas, TX  75204
                                                               ------------------------ -------------------
                      Officers and Directors (5 individuals)                 1,097,250              78.15%
- -----------------------------
(1)  Niche Technologies  holds 600,000 shares of common stock directly.  Messrs.
     Robert Murphy,  Michael D. Murphy, Sean Murphy and Darren Murphy are either
     officers,  directors and/or shareholders of Niche Technologies.  Michael D.
     Murphy owns approximately 33.33% of Niche Technologies.  Robert Murphy owns
     approximately 33.33% of Niche Technologies.  Sean Murphy owns approximately
     13.89% of Niche Technologies.

                                      -36-


     Darren Murphy owns approximately  8.34% of Niche  Technologies.  Michael D.
     Murphy,  Robert  Murphy,  and Sean Murphy each own 72,000 shares of Fairway
     Properties, Inc. common stock, directly.

(2)  Robert Murphy holds 72,000 shares of common stock directly and beneficially
     600,000 shares through Niche Technologies, of which he owns 33.33% of Niche
     Technologies.

(3)  Michael   Murphy  holds  72,000   shares  of  common  stock   directly  and
     beneficially 600,000 shares through Niche Technologies,  of which he is the
     Chief Executive Officer and owns 33.33% of Niche Technologies.

(4)  Sean Murphy holds 72,000 shares of common stock  directly and  beneficially
     600,000 shares through Niche Technologies, of which he owns 13.89% of Niche
     Technologies.

(5)  Darren Murphy does not hold any shares of the Company's  common stock,  but
     beneficially  holds 600,000 shares through Niche  Technologies  of which he
     owns 8.34% of Niche Technologies.

(6)  Edward   Sigmund  holds  81,250   shares  of  common  stock   directly  and
     beneficially 200,000 shares through Kestrel Holdings, Inc.


*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.  Included in
this  table are only those  derivative  securities  with  exercise  prices  that
Fairway believes have a reasonable likelihood of being "in the money" within the
next sixty days.





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                                      -37-


ITEM 5.  DIRECTORS AND EXECUTIVE OFFICERS
- -----------------------------------------

The following table sets forth  information as to persons who currently serve as
Fairway directors or executive officers, including their ages as of December 31,
2009.

- -------------------- ------------ --------------------------- ------------------
       NAME               AGE               POSITION                TERM
- -------------------- ------------ --------------------------- ------------------
Michael D. Murphy         28      Chief Executive Officer,    Annual
                                  Chief Financial Officer,
                                  Treasurer and  Director
- -------------------- ------------ --------------------------- ------------------
Sean Murphy               25      President, Secretary and    Annual
                                  Director
- -------------------- ------------ --------------------------- ------------------
Darren Murphy             24      Secretary                   Annual
- -------------------- ------------ --------------------------- ------------------
Robert Murphy             41      Chairman of the Board       Annual
- -------------------- ------------ --------------------------- ------------------
Edward Sigmond            51      Director                    Annual
- -------------------- ------------ --------------------------- ------------------

Michael D. Murphy, Sean Murphy and Darren Murphy are brothers.  Robert Murphy is
their uncle.

PRESENTLY,  MESSRS.  MURPHY,  MURPHY,  MURPHY,  AND MURPHY ARE  EMPLOYED  BY AND
INVOLVED IN THE MANAGEMENT OF AND ARE OWNERS OF NICHE  TECHNOLOGIES,  INC. D/B/A
NICHE  PROPERTIES.   ADDITIONALLY,   NICHE  TECHNOLOGIES,  INC.  IS  A  MAJORITY
SHAREHOLDER OF FAIRWAY PROPERTIES.

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.

                                      -38-



BIOGRAPHICAL INFORMATION

MICHAEL D. MURPHY, age 28, is Chief Executive Officer,  Chief Financial 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
currently  serves  as the  Chief  Executive  Officer,  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.
Michael  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 25, 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 inthe 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  oining 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 24, 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.  Darren  joined  Niche  Technologies,  Inc. in 2008 and is  currently
employed by the company as an Account  Manager and Customer  Support  Specialist
for all business  units.  Darren  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 Darren was a full-time student.

ROBERT MURPHY, age 41, is Chairman of the Board of Fairway Properties,  Inc.

Mr. Murphy's  experience  includes  serving as Chairman of the Board for Luxurio
Inc., an online  luxury  company.  He co-founded  Luxurio Inc. in 2006 and Niche
Technologies,  Inc. in 2007 with Michael  Murphy.  He is  currently  employed at
Niche  Technologies,  Inc. as Chairman of the Board and Niche Properties Account
Specialist.  Before  then he worked as a licensed  real estate  professional  in
Chicago's  north  shore with  Coldwell  Banker  (2001-2006).  He's  worked  with
institutional  investment  portfolios  at The  University  of Notre Dame,  Piper
Jaffray,  and Northern Trust Bank. He holds a Bachelor's  Degree in Finance from
the  University of Notre Dame and a Masters  Degree in Secondary  Education from
National Louis University.

                                      -39-



EDWARD SIGMOND, age 51, 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.

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  Properties,  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.

Messrs.  Michael,  Sean and Robert Murphy are holders of 72,000 shares, each, of
the common  stock of  Fairway.  They with  Darren  Murphy  are either  officers,
directors and/or shareholders of Niche Technologies and have the ability to vote
the shares of Niche Technologies.

     -    Michael D. Murphy owns approximately 33.33% of Niche Technologies.
     -    Robert Murphy owns approximately 33.33% of Niche Technologies.
     -    Sean Murphy owns approximately 13.89% of Niche Technologies.
     -    Darren Murphy owns approximately 8.34% of Niche Technologies.

As such,  they are the  beneficial  holders of the 600,000  shares held by Niche
Technologies.  Through their direct  ownership in Fairway and their ownership in
Niche Technologies, Messrs. Michael, Sean, Darren and Robert Murphy, as a group,
control  approximately 816,000 shares of common stock or approximately 58.12% of
the voting stock of the Company.

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

                                      -40-


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.

In addition,  our officers and directors are either  officers,  directors and/or
employees  of  our  majority   shareholder,   Niche  Technologies,   Inc.  Niche
Technologies,  Inc. operates several business units, including Niche Properties,
VideoPros,  Vidli,  and Zprosper.  Our officers and directors may be expected to
continue to devote time to these  ventures  although  management  time should be
devoted to our business.  Time and energy allocation are the potential conflicts
for the VideoPros,  Vidli,  and Zprosper  business units as their operations are
not related to real estate, as Niche Properties' and Fairway's are. The priority
and preference of the VideoPros,  Vidli, and Zprosper divisions for our officers
and directors is similar to that of Fairway as they individually  spend up to 10
hours a week on  each  venture  (except  Robert  Murphy,  who  solely  works  on
initiatives related to Niche Properties and Fairway).  Niche Properties,  on the
other hand,  is in a similar  line of business as us. As a result,  not only are
there potential time and energy conflicts with Niche  Properties,  but there are
potential  business  opportunity  conflicts as well.  In  circumstances  where a
corporate opportunity, such as a potential property listing, is presented to one
of our officers or directors, we have the priority to receive the opportunity if
it relates to golf course real estate, as that is the sole niche within which we
operate.  We can then  leverage that  opportunity  through the rest of the Niche
Properties  Network  through our affiliate  agreement  with Niche  Properties to
increase the benefit our customer  receives.  If an  opportunity is unrelated to
golf course real estate, Niche Properties receives priority. However, when a non
golf course real estate  related  opportunity  is sourced  directly  through the
FairwayProperties.com  website or through traceable  advertising for Fairway, we
receive  a  commission  for  referring  the  opportunity  to  Niche  Properties.
Regarding  potential time and energy  conflicts,  Niche Properties  receives the
same priority and preference as Fairway, with each officer and director spending
up to 10 hours a week on each venture (except Robert Murphy, who spends up to 20
hours a week on each venture).

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  corporation
opportunity,  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

                                      -41-

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.

PROJECTED STAFF

STAFFING

Currently,  we have no employees  aside from the Officers and  Directors who are
part  time.  This  lean  staffing  is  possible  in this  phase  because  of our
determination to outsource all operating functions.  Our staff positions will be
filled as budget allows and business demands  require,  and the positions may be
altered in response to business needs.

ANNUAL MEETING

The annual  meeting of Fairway  stockholders  is expected to be held at a future
date as soon as  practicable  after the filing of this  registration  statement.
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.

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.



                                      -42-



ITEM 6.  EXECUTIVE COMPENSATION
- -------------------------------

The following  table sets forth the fact that no officer  received a cash salary
during  the last  three  fiscal  years.  The  following  table  sets  forth this
information by Fairway,  including salary,  bonus and certain other compensation
to the Company's  Chief Executive  Officer and named executive  officers for the
past three fiscal years.

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.

                                  COMPENSATION

The following table sets forth certain  information  concerning  compensation of
the President and our most highly  compensated  executive officers for the years
ended  December  31,  2009  and  2008  and the  period  of  September  10,  2007
(Inception) through December 31, 2007 the ("Named Executive Officers"):



                               SUMMARY EXECUTIVES COMPENSATION TABLE

- ------------- ------ -------- ------- -------- --------- -------------- --------------- -------------- ------
                                                          NON-EQUITY    NON-QUALIFIED
                                                           INCENTIVE       DEFERRED
                                      STOCK    OPTION        PLAN        COMPENSATION     ALL OTHER
   NAME &            SALARY   BONUS   AWARDS    AWARDS   COMPENSATION      EARNINGS     COMPENSATION   TOTAL
  POSITION    YEAR     ($)     ($)      ($)      ($)          ($)            ($)             ($)        ($)
- ------------- ------ -------- ------- -------- --------- -------------- --------------- -------------- ------
                                                                            
Michael D.    2009      0       0       $0        0            0              0               0         $0
Murphy, CEO
and
Treasurer     2008      0       0       $3        0            0              0               0         $3
(1)           2007      0       0       $68       0            0              0               0         $68
- ------------- ------ -------- ------- -------- --------- -------------- --------------- -------------- ------
Sean
Murphy,       2009      0       0       $0        0            0              0               0         $0
President     2008      0       0       $3        0            0              0               0         $3
(2)           2007      0       0       $68       0            0              0               0         $68
- ------------- ------ -------- ------- -------- --------- -------------- --------------- -------------- ------

(1)               On September 17, 2007, Mr. Michael D. Murphy  received  68,184
                  shares  of our  common  stock  valued  at  $0.001  for $68 for
                  services. 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)               On September 17, 2007, Mr. Sean Murphy  received 68,184 shares
                  of our common  stock  valued at $0.001  for $68 for  services.
                  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

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, 2008 and 2009.


                                      -43-



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, 2009:


- -------------- ------------ ----------- ------------ -------------- -------------- --------------- ----------
                                                                    Non-qualified
                                                      Non-equity      deferred
                  Fees                                 incentive    compensation     All other
                earned or   Stock         Option         plan         earnings      compensation     Total
    Name         paid in    awards ($)  awards ($)   compensation        ($)            ($)           ($)
                  cash                                    ($)
                   ($)
- -------------- ------------ ----------- ------------ -------------- -------------- --------------- ----------
                                                                              
Robert            $ -0-         $0         $ -0-         $ -0-          $ -0-          $ -0-         $-0-
Murphy (1)
- -------------- ------------ ----------- ------------ -------------- -------------- --------------- ----------
Michael D.        $ -0-         $0         $ -0-         $ -0-          $ -0-          $ -0-         $-0-
Murphy (2)
- -------------- ------------ ----------- ------------ -------------- -------------- --------------- ----------
Sean Murphy       $ -0-         $0         $ -0-         $ -0-          $ -0-          $ -0-         $-0-
(3)
- -------------- ------------ ----------- ------------ -------------- -------------- --------------- ----------
Edward            $ -0-         $0         $ -0-         $ -0-          $ -0-          $ -0-         $-0-
Sigmond (4)
- -------------- ------------ ----------- ------------ -------------- -------------- --------------- ----------

(1)  On September  17, 2007,  Mr. Robert  Murphy  received  68,184 shares of our
     common stock valued at $0.001 for $68 for  services.  During the year ended
     December 31, 2008, Mr. Robert Murphy  received 3,816 shares of common stock
     valued at $0.001 for $3 for services for a total of $71.
(2)  On September 17, 2007, Mr. Michael D. Murphy  received 68,184 shares of our
     common stock valued at $0.001 for $68 for  services.  During the year ended
     December 31, 2008,  Mr.  Michael D. Murphy  received 3,816 shares of common

                                      -44-


     stock valued at $0.001 for $3 for services for a total of $71. Mr.  Michael
     D.  Murphy  serves as an officer of the  Company  and his stock  awards are
     reflected in the Executive Compensation Table.
(3)  On September 17, 2007, Mr. Sean Murphy received 68,184 shares of our common
     stock valued at $0.001 for $68 for services. 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.  Mr. Sean  Murphy  serves as an officer of the
     Company and his stock awards are  reflected in the  Executive  Compensation
     Table.
(4)  On September 17, 2007,  Mr. Edmund Sigmond  received  281,250 shares of our
     common stock valued at $0.001 for $281 for services. Of the 281,250 shares,
     200,000  were issued to Kestrel  Holdings,  Inc. of which Mr.  Sigmond is a
     beneficial owner.

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.

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,

                                      -45-


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
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.


                                      -46-


ITEM 7. 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.

Because of their present management  positions with Fairway Properties and their
organizational  efforts on behalf of and their percentage share ownership in our
company,  Messrs. Michael Murphy, Sean Murphy and Robert Murphy may be deemed to
be a "promoter,"  as that term is defined in Rule 405 of the  Securities  Act of
1933.

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;
(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.

LOANS

On September 13, 2007, the Company issued a 10% unsecured  corporate  promissory
note in exchange for $25,000 to its majority  shareholder,  Niche  Technologies,
Inc.  (dba  "Niche  Properties").  The  promissory  note has a term of one year.
During the year ended December 31, 2008,  the Company paid the promissory  note,
in full.

STOCK ISSUANCES

During the year ended December 31, 2008, the Company issued 11,448 shares of its
restricted common stock to its directors and officers. The shares were issued at
par value of $0.001  per share for a value of $11 and the  amounts  as set forth
below:

                  Michael D. Murphy     3,816 shares
                  Robert Murphy         3,816 shares
                  Sean Murphy           3,816 shares

                                      -47-



During the period of September 10, 2007  (Inception)  through December 31, 2007,
the  Company  issued  485,800  shares  of its  restricted  common  stock  to the
directors  and  officers  of  the  Company  in  return  for  their  services  as
directors/officers.  The shares  were  valued at $0.001 per share for a total of
$486. The shares were issued to the individuals as set forth below:

                  Michael D. Murphy     68,184 shares
                  Robert Murphy         68,184 shares
                  Sean Murphy           68,184 shares
                  Ed Sigmond           281,250 shares *

*(200,000 shares were issued to Kestrel Holdings, Inc. beneficially owned by Mr.
Sigmond)

During the period of September 10, 2007  (Inception)  through December 31, 2007,
the Company issued 600,000 of its restricted  common shares to Niche  Properties
in return for its  consulting  services.  The shares  were  valued at $0.001 per
share for a total of $600.

ITEM 8.  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  registration
statement, 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 9. MARKET PRICE OF AND  DIVIDENDS  ON THE  REGISTRANT'S  COMMON  EQUITY AND
RELATED STOCKHOLDER MATTERS
- --------------------------------------------------------------------------------

MARKET INFORMATION

Currently  there is no public  trading  market  for our  stock,  and we have not
applied to have the common stock  quoted for trading in any venue.  We intend to
apply to have the common  stock  quoted on the OTC  Bulletin  Board  immediately
after this registration  statement becomes effective.  No trading symbol has yet
been assigned.

RULES GOVERNING  LOW-PRICE STOCKS THAT MAY AFFECT OUR  SHAREHOLDERS'  ABILITY TO
RESELL SHARES OF OUR COMMON STOCK

Our stock  currently is not traded on any stock  exchange or quoted on any stock
quotation system.  After filing of this registration  statement on this Form 10,
we intend to  solicit a broker  to apply for  quotation  of common  stock on the
FINRA's OTC/BB.

Quotations on the OTC/BB reflect  inter-dealer  prices,  without retail mark-up,
markdown or commission and may not reflect actual transactions. Our common stock
will be subject to certain rules adopted by the SEC that regulate  broker-dealer
practices  in  connection  with  transactions  in "penny  stocks."  Penny stocks

                                      -48-


generally are securities with a price of less than $5.00,  other than securities
registered  on  certain  national  exchanges  or  quoted on the  Nasdaq  system,
provided  that  the  exchange  or  system  provides  current  price  and  volume
information with respect to transaction in such securities. The additional sales
practice and disclosure  requirements  imposed upon  broker-dealers  are and may
discourage  broker-dealers from effecting transactions in our shares which could
severely limit the market  liquidity of the shares and impede the sale of shares
in the secondary market.

The penny stock rules require broker-dealers,  prior to a transaction in a penny
stock  not  otherwise  exempt  from the  rules,  to make a  special  suitability
determination  for the purchaser to receive the  purchaser's  written consent to
the transaction prior to sale, to deliver standardized risk disclosure documents
prepared by the SEC that provides  information about penny stocks and the nature
and  level of risks in the  penny  stock  market.  The  broker-dealer  must also
provide the customer with current bid and offer  quotations for the penny stock.
In addition,  the penny stock regulations  require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the SEC relating to the penny stock market,  unless the  broker-dealer or the
transaction is otherwise  exempt.  A broker-dealer  is also required to disclose
commissions  payable to the broker-dealer and the registered  representative and
current  quotations for the securities.  Finally, a broker-dealer is required to
send monthly statements  disclosing recent price information with respect to the
penny stock held in a  customer's  account and  information  with respect to the
limited market in penny stocks.

HOLDERS

As of November 9, 2009, 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.

DIVIDENDS

As of the filing of this registration  statement, 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.

                                      -49-


ITEM 10.  RECENT SALES OF UNREGISTERED SECURITIES
- -------------------------------------------------

We have sold  securities  within the past three years  without  registering  the
securities under the Securities Act of 1933 as shown in the following table:



                 NAME                         COMMON SHARES          ($) PAID PER SECURITY        DATE OF PURCHASE
- ---------------------------------------- ------------------------- -------------------------- --------------------------
                                                                                     
Niche Properties, Inc. (5)                                600,000                     $0.001                    9/17/07
Michael D. Murphy (2)                                      72,000                     $0.001                    9/17/07
Sean Murphy  (1)                                           72,000                     $0.001                    9/17/07
Robert Murphy (3)                                          72,000                     $0.001                    9/17/07
Edward Sigmond (4)                                         81,250                     $0.001                    9/17/07
Kestrel Holdings, Inc. (beneficially                      200,000                     $0.001                    9/17/07
Edward Sigmond) (4)
Kevin Schwartz                                              8,000                     $0.001                 12/14/2007
Michael O'Donnell                                           8,000                       $.25                   1/7/2008
Kevin Murphy                                                8,000                       $.25                   1/7/2008
Don Galles                                                  8,000                       $.25                   1/7/2008
Daryl Martinson                                             8,000                       $.25                  1/28/2008
Judi Martinson                                              8,000                       $.25                  1/28/2008
Ryan Parker                                                19,750                       $.25                  2/11/2008
Carla Reed Trust                                            8,000                       $.25                  4/22/2008
James Hladky                                                8,000                       $.25                  4/22/2008
Judy Hladky                                                 8,000                       $.25                  4/22/2008
Hladky Construction                                         8,000                       $.25                  4/22/2008
Lou Taubert, Jr.                                            8,000                       $.25                  4/22/2008
Susie Hladky                                                8,000                       $.25                  4/22/2008
Edward F. Murray, III                                       8,000                       $.25                  5/30/2008
Jeff and Danese Reed Living Trust                           8,000                       $.25                   6/9/2008
William L. Simpson                                          8,000                       $.25                  6/23/2008
Thomas A. Ward, Jr.                                         8,000                       $.25                  6/23/2008
Robert W. Kirkwood                                          8,000                       $.25                  6/23/2008
Lex Madden                                                  8,000                       $.25                  6/30/2008
Michael and Dalene Lockhart                                 8,000                       $.25                  6/30/2008
Tom and Laurie Reese Family Trust                           8,000                       $.25                   7/9/2008
Robert R. Vignaroli                                         8,000                       $.25                   7/9/2008
W. Perry Dray                                               8,000                       $.25                   7/9/2008
Michael and Jane Sullivan Living Trust                      8,000                       $.25                  7/28/2008
Peter I. Wold                                               8,000                       $.25                  7/28/2008
Jeremy D. Michaels                                          8,000                       $.25                  7/28/2008
John T. Bush                                                8,000                       $.25                  7/31/2008
Michael J. Neumiller                                        8,000                       $.25                  8/14/2008
Richard A. Jay                                              8,000                       $.25                  8/14/2008
Robert E. Pfister                                           8,000                       $.25                  8/14/2008
Lori L. Murphy                                              8,000                       $.25                  8/14/2008

                                      -50-


Patrick J. Murphy                                           7,000                       $.25                  8/14/2008
Hampton K. O'Neill                                          8,000                       $.25                  8/26/2008
William J. Fortune                                          8,000                       $.25                  8/26/2008
Angela Fiore Interests, Inc.                                8,000                       $.25                  8/26/2008
Gregory C. Dyekman Revocable Trust                          8,000                       $.25                  9/15/2008
Mel Orchard                                                 8,000                       $.25                  9/15/2008

- ------------------------------

MATERIAL RELATIONSHIPS

(1)  President/Secretary/Director  - brother to Michael D.  Murphy and nephew to
     Robert Murphy
(2)  CEO/Treasurer/Director - brother to Sean Murphy and nephew to Robert Murphy
(3)  Director- Robert Murphy is uncle to Michael D. Murphy and Sean Murphy.
(4)  Director - Edward Sigmond is not related to any of the Murphys.
(5)  Majority shareholder - Michael D. Murphy owns 33.33% of Niche Technologies.
     Robert Murphy owns 33.33% of Niche  Technologies.  Sean Murphy owns 13.89%
     of Niche Technologies.

None of the above  listed  shareholders  are  registered  broker-dealers  or are
associates of a registered broker-dealer.

EXEMPTION FROM REGISTRATION CLAIMED

All of the sales by Fairway of its unregistered  securities were made by Fairway
in reliance  upon Section 4(2) of the Act and/or under Rule 506 of Regulation D.
All  of  the  individuals  and/or  entities  listed  above  that  purchased  the
unregistered  securities  were all  known  to the  Company  and its  management,
through  pre-existing   business   relationships,   as  long  standing  business
associates,  friends, and employees.  All purchasers were provided access to all
material  information,  which they requested,  and all information  necessary to
verify such information and were afforded access to management of the Company in
connection with their purchases.  All purchasers of the unregistered  securities
acquired such securities for investment and not with a view toward distribution,
acknowledging  such  intent  to the  Company.  All  certificates  or  agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from registration in any further resale or disposition.









                  (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)


                                      -51-


ITEM 11.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
- -----------------------------------------------------------------

The Company's  authorized capital stock consists of 140,000,000 shares of common
stock,  $0.001 par value per share.  As of March 31, 2010,  1,404,000  shares of
Fairway  common  stock  were  issued  and  outstanding.  No  preferred  stock is
authorized.

COMMON STOCK

COMMON SHARES

All  shares are equal to each other  with  respect to voting,  liquidation,  and
dividend rights. Special shareholders' meetings may be called by the officers or
director,  or upon the request of holders of at least one-tenth  (1/10th) of the
outstanding  shares.  Holders  of  shares  are  entitled  to  one  vote  at  any
shareholders' meeting for each share they own as of the record date fixed by the
board of directors.  There is no quorum requirement for shareholders'  meetings.
Therefore,  a vote of the majority of the shares  represented  at a meeting will
govern  even  if  this is  substantially  less  than a  majority  of the  shares
outstanding.  Holders of shares are entitled to receive such dividends as may be
declared by the board of directors out of funds legally available therefore, and
upon  liquidation  are entitled to  participate  pro rata in a  distribution  of
assets  available  for  such  a  distribution  to  shareholders.  There  are  no
conversion,  pre-emptive or other subscription rights or privileges with respect
to any  shares.  Reference  is made to our  Articles  of  Incorporation  and our
By-Laws as well as to the applicable  statutes of the State of Nevada for a more
complete  description  of the rights and  liabilities  of holders of shares.  It
should be noted that the board of directors  without notice to the  shareholders
may amend the By-Laws.  Our shares do not have cumulative  voting rights,  which
means that the holders of more than fifty percent (50%) of the shares voting for
election of  directors  may elect all the  directors if they choose to do so. In
such event,  the holders of the  remaining  shares  aggregating  less than fifty
percent  (50%) of the shares voting for election of directors may not be able to
elect any director.

PREFERRED STOCK

No preferred stock is authorized.

TRANSFER AGENT AND REGISTRAR

Upon the  completion  and  effectiveness  of this  Registration  Statement,  the
transfer agent for our securities is Mountain Share Transfer, Inc., 1625 Abilene
Drive, Broomfield, Colorado 80020.


                                      -52-


ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- --------------------------------------------------

Our officers and directors  are  indemnified  as provided by the Nevada  Revised
Statutes and the bylaws.

Under the Nevada Revised Statutes, director immunity from liability to a company
or its shareholders for monetary liabilities applies  automatically unless it is
specifically  limited by a company's Articles of Incorporation.  Our Articles of
Incorporation do not specifically limit the directors'  immunity.  Excepted from
that  immunity  are:  (a) a  willful  failure  to  deal  fairly  with  us or our
shareholders  in  connection  with a matter in which the director has a material
conflict of interest;  (b) a violation of criminal law,  unless the director had
reasonable  cause to believe that his or her conduct was lawful or no reasonable
cause to believe that his or her conduct was unlawful;  (c) a  transaction  from
which  the  director  derived  an  improper  personal  profit;  and (d)  willful
misconduct.

Our bylaws  provide that it will  indemnify the directors to the fullest  extent
not prohibited by Nevada law; provided,  however,  that we may modify the extent
of such indemnification by individual contracts with the directors and officers;
and, provided,  further, that we shall not be required to indemnify any director
or officer in connection with any proceeding, or part thereof, initiated by such
person unless such indemnification: (a) is expressly required to be made by law,
(b) the proceeding was authorized by the board of directors,  (c) is provided by
us, in sole discretion, pursuant to the powers vested under Nevada law or (d) is
required to be made pursuant to the bylaws.

Our bylaws  provide  that it will advance to any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a  director  or officer of us, or is or was
serving  at the  request  of us as a director  or  executive  officer of another
company,  partnership,  joint venture,  trust or other enterprise,  prior to the
final disposition of the proceeding,  promptly following request therefore,  all
expenses  incurred by any director or officer in connection with such proceeding
upon  receipt  of an  undertaking  by or on behalf of such  person to repay said
amounts if it should be determined  ultimately  that such person is not entitled
to be indemnified under the bylaws or otherwise.

Our bylaws  provide that no advance shall be made by us to an officer  except by
reason of the fact that such  officer is or was our director in which event this
paragraph  shall not apply,  in any action,  suit or proceeding,  whether civil,
criminal,  administrative or investigative, if a determination is reasonably and
promptly  made:  (a) by the board of  directors  by a majority  vote of a quorum
consisting of directors who were not parties to the  proceeding,  or (b) if such
quorum is not  obtainable,  or, even if  obtainable,  a quorum of  disinterested
directors so directs,  by independent  legal counsel in a written opinion,  that
the facts known to the  decision-making  party at the time such determination is
made demonstrate clearly and convincingly that such person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the best
interests of us.



                                      -53-



ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------

The unaudited  financial  statements of Fairway  Properties,  Inc. for the three
months  ended  March 31,  2010 and 2009  appear as pages F-1  through  F-8.  The
audited  financial  statements of Fairway  Properties,  Inc. for the years ended
December 31, 2009 and 2008 appear as pages F-9 through F-18.























                  (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)








                                      -54-

                            FAIRWAY PROPERTIES, INC.

                              FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

                                   (UNAUDITED)





































                                      F-1



                                                  FAIRWAY PROPERTIES, INC.
                                               (A DEVELOPMENT STAGE COMPANY)
                                                       BALANCE SHEETS


                                                                                       March 31,           December 31,
                                                                                          2010                 2009
                                                                                    -----------------    -----------------
                                                                                      (Unaudited)           (Audited)
                                                                                                   
Assets
         Current Assets:
                 Cash                                                               $         35,920     $         38,775
                                                                                    -----------------    -----------------
         Total Current Assets                                                                 35,920               38,775
                                                                                    -----------------    -----------------

Total Assets                                                                        $         35,920     $         38,775
                                                                                    =================    =================


Liabilities and Stockholders' Equity (Deficit)
         Current liabilities
                 Accounts payable                                                   $              2     $              -
                 Accrued interest                                                                  -                  713
                                                                                    -----------------    -----------------
         Total Current Liabilities                                                                 2                  713
                                                                                    -----------------    -----------------

Stockholders' 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                                    (40,667)             (38,523)
                                                                                    -----------------    -----------------
                 Total Stockholders' Equity                                                   35,918               38,062
                                                                                    -----------------    -----------------

Total Liabilities and Stockholders' Equity                                          $         35,920     $         38,775
                                                                                    =================    =================


See the notes to these financial statements.





















                                      F-2



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

                                                                                                      September 10, 2007
                                                        Three Months Ended     Three Months Ended     (Inception) Through
                                                           March 31,              March 31,                March 31,
                                                              2010                   2009                    2010
                                                     -----------------------  -------------------   ------------------------

                                                                                           
Revenue:                                             $                  846   $                -    $                   846
                                                     -----------------------  -------------------   ------------------------

Operational expenses:
         General and administrative expenses                            (10)                   -                     10,673
         Licensing fees                                                 500                    -                        500
         Professional fees                                            2,500                    -                     28,640
                                                     -----------------------  -------------------   ------------------------

                Total operational expenses                           (2,990)                   -                    (39,813)
                                                     -----------------------  -------------------   ------------------------

Other income (expense):
         Interest expense                                                 -                    -                     (1,700)
                                                     -----------------------  -------------------   ------------------------

Net loss                                             $               (2,144)  $                -    $               (40,667)
                                                     =======================  ===================   ========================

Per share information

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

Weighted average number of common
         stock outstanding                                        1,404,000            1,267,021
                                                     =======================  ===================




See the notes to these financial statements.






















                                      F-3





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

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

                                                                                                
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                                                -              -              -            (2,144)         (2,144)
                                           -----------------   ------------   ------------   ---------------   -------------
Balance - March 31, 2010                          1,404,000    $     1,404    $    75,181    $      (40,667)   $     35,918
                                           =================   ============   ============   ===============   =============

See the notes to these financial statements.
























                                      F-4




                                               FAIRWAY PROPERTIES, INC.
                                            (A DEVELOPMENT STAGE COMPANY)
                                               STATEMENTS OF CASH FLOWS
                                                     (UNAUDITED)

                                                           Three Months Ended Three Months Ended  September 30, 2007
                                                              March 31,           March 31,       (Inception) Through
                                                                 2010               2009           March 31, 2010
                                                           -----------------  ------------------  ------------------

Cash Flows from Operating Activities:
                                                                                         
       Net Loss                                            $         (2,144)  $               -   $         (40,667)
       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                                       (711)                  -                   2
                                                           -----------------  ------------------  ------------------

Net Cash Used by Operating Activities                                (2,855)                  -             (33,830)
                                                           -----------------  ------------------  ------------------

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                                                (2,855)                  -              35,920

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

Cash and Cash Equivalents - End of Period                  $         35,920   $          40,695   $          35,920
                                                           =================  ==================  ==================


SUPPLEMENTAL DISCLOSURE

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



See the notes to these financial statements.













                                       F-5


                            FAIRWAY PROPERTIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                   Form the Three Months Ended March 31, 2010
                                   (Unaudited)

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.

GOING CONCERN

The Company's  financial  statements  for the year ended  December 31, 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 an accumulated deficit of $40,667 as of March 31,
2010. The Company did not recognize  revenues from its  activities  prior to the
quarter ended March 31, 2010.  During the three months ended March 31, 2010, the
Company  recognized  $846 in revenues  from its  operational  activities.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.

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.

                                      F-6


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.

INCOME TAXES

Deferred income tax assets and liabilities are computed annually for differences
between the financial  statements and tax basis of assets and  liabilities  that
will result in taxable of deductive  amounts in the future based on enacted laws
and rates  applicable  to the periods in which the  differences  are expected to
affect taxable income (loss).  Valuation allowance is established when necessary
to reduce deferred tax assets to the amount expected to be realized.

RECENT ACCOUNTING PRONOUNCEMENTS

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

NOTE 2 - STOCKHOLDERS' EQUITY (DEFICIT)
- ---------------------------------------

The authorized  capital stock of the Company is 140,000,000 shares with a $0.001
par value.  At March 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 year ended December 31, 2008, the Company issued 11,448 shares of its
restricted common stock to its directors. The shares were issued at par value of
$0.001 per share for a value of $11.

During the year ended  December 31, 2008,  the Company  issued 279,000 shares of
its  restricted  common stock in exchange  for cash of $69,750.  The shares were
sold at a purchase price of $0.25 per share.

During the year ended December 31, 2008, the Company issued 19,750 shares of its
restricted common stock in exchange for services totaling $4,938. The shares had
a price of $0.25 per share.

During the period of September 10, 2007  (Inception)  through December 31, 2007,
the  Company  issued  485,800  shares  of its  restricted  common  stock  to the
directors of the Company in return for their  services as directors.  The shares
were valued at $0.001 per share for a total of $486.

                                      F-7


During the period of September 10, 2007  (Inception)  through December 31, 2007,
the  Company  issued  608,000 of its  restricted  common  shares for  consulting
services.  The shares were cumulatively  valued at $0.0023 per share for a total
of $1,400.

NOTE 3 - 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.

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

Deferred tax assets
         Net operating loss carryforwards   $     2,144          $      15,024
         Valuation allowance                  (   2,144)            (   15,024)
                                            ---------------      ---------------
         Net deferred tax assets            $         0          $           0
                                            ===============      ===============

At March 31, 2010 and at December 31, 2009,  the Company had net operating  loss
carryforwards of approximately  $40,667 and $38,523,  respectively,  for federal
income tax  purposes.  These  carryforwards,  if not utilized to offset  taxable
income, will begin to expire in 2027.

NOTE 4 - SUBSEQUENT EVENTS
- --------------------------

The Company has  evaluated it  activities  subsequent to the quarter ended March
31, 2010 through May 12, 2010 and found no reportable subsequent events.


















                                      F-8

                            FAIRWAY PROPERTIES, INC.

                              FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

                                   (AUDITED)



































                                      F-9

                            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, 2009 and 2008,  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, 2009.  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, 2009 and 2008, 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, 2009 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, 2010                              RONALD R. CHADWICK, P.C.



                                      F-10

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




                                                                           December 31,      December 31,
                                                                              2009              2008
                                                                         ---------------   ---------------
                                                                                     

Assets
        Current Assets:
              Cash                                                       $       38,775    $       40,695
                                                                         ---------------   ---------------
        Total Current Assets                                                     38,775            40,695
                                                                         ---------------   ---------------

Total Assets                                                             $       38,775    $       40,695
                                                                         ===============   ===============


Liabilities and Stockholders' Equity (Deficit)
        Current liabilities
              Accrued interest                                           $          713    $            -
                                                                         ---------------   ---------------
        Total Current Liabilities                                                   713                 -
                                                                         ---------------   ---------------

Stockholders' Equity (Deficit)
        Common stock, $0.001 par value; 140,000,000 shares
          authorized, 1,404,000and 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                        (38,523)          (35,890)
                                                                         ---------------   ---------------
              Total Stockholders' Equity (Deficit)                               38,062            40,695
                                                                         ---------------   ---------------

Total Liabilities and Stockholders' Equity (Deficit)                     $       38,775    $       40,695
                                                                         ===============   ===============













See the notes to these financial statements.

                                      F-11


                            FAIRWAY PROPERTIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS



                                                                                         September 10, 2007
                                                 Year Ended            Year Ended       (Inception) Through
                                                December 31,           December 31,         December 31,
                                                    2009                  2008                  2009
                                            ---------------------    ---------------   --------------------
                                                                                           (unaudited)

                                                                              
Revenue:                                    $                  -     $            -    $                 -
                                            ---------------------    ---------------   --------------------

Operational expenses:
        General and administrative expenses                  733              6,815                 10,683
        Professional fees                                  1,900              8,865                 26,140
                                            ---------------------    ---------------   --------------------

              Total operational expenses                  (2,633)           (15,680)               (36,823)
                                            ---------------------    ---------------   --------------------

Other income (expense):
        Interest expense                                       -               (960)                (1,700)
                                            ---------------------    ---------------   --------------------

Net loss                                    $             (2,633)    $      (16,640)   $           (38,523)
                                            =====================    ===============   ====================

Per share information

Net loss per common share
        Basic and fully diluted             $              (0.00)    $        (0.01)
                                            =====================    ===============

Weighted average number of common
        stock outstanding                              1,404,000          1,267,021
                                            =====================    ===============


























See the notes to these financial statements.

                                      F-12


                            FAIRWAY PROPERTIES, INC.
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)
         FOR THE PERIOD OF SEPTEMBER 10, 2007 THROUGH DECEMBER 31, 2009



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

                                                                                                         
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
                                             ================    ==============   ==============    =================   ============






















See the notes to these financial statements.

                                      F-13

                            FAIRWAY PROPERTIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS




                                                             Year Ended      Year Ended    September 30, 2007
                                                            December 31,     December 31,  (Inception) Through
                                                                2009            2008       December 31, 2009
                                                          ---------------   -------------  -------------------
                                                                                  

Cash Flows from Operating Activities:
       Net Loss                                           $       (2,633)   $    (16,640)  $          (38,523)
       Adjustments to reconcile net loss to net
       cash used in operating activities:
         Common stock issued for services                              -           4,949                6,835
       Increase in assets and liabilities:
         Increase (decrease) in accounts payable
         and accrued liabilities                                     713            (740)                 713
                                                          ---------------   -------------  -------------------

Net Cash Used by Operating Activities                             (1,920)        (12,431)             (30,975)
                                                          ---------------   -------------  -------------------

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

Net Cash Provided by Financing Activities                              -          44,750               69,750
                                                          ---------------   -------------  -------------------

Net Increase  in Cash                                             (1,920)         32,319               38,775

Cash and Cash Equivalents - Beginning of Period                   40,695           8,376                    -
                                                          ---------------   -------------  -------------------

Cash and Cash Equivalents - End of Period                 $       38,775    $     40,695   $           38,775
                                                          ===============   =============  ===================


SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

None

SUPPLEMENTAL DISCLOSURE

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





See the notes to these financial statements.

                                      F-14




                            FAIRWAY PROPERTIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                 For the Years Ended December 31, 2009 and 2008

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

                                      F-15

                            FAIRWAY PROPERTIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                 For the Years Ended December 31, 2009 and 2008


were  exercised  or  converted  into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity.

INCOME TAXES

Deferred income tax assets and liabilities are computed annually for differences
between the financial  statements and tax basis of assets and  liabilities  that
will result in taxable of deductive  amounts in the future based on enacted laws
and rates  applicable  to the periods in which the  differences  are expected to
affect taxable income (loss).  Valuation allowance is established when necessary
to reduce deferred tax assets to the amount expected to be realized.

RECENT ACCOUNTING PRONOUNCEMENTS
In  June  2009,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Accounting  Standards  Codification  ("ASC") 105, "Generally Accepted Accounting
Principals"  (formerly Statement of Financial  Accounting Standards ("SFAS") No.
168, "The FASB Accounting Standards  Codification and the Hierarchy of Generally
Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single
source of authoritative nongovernmental U.S. GAAP. The standard is effective for
interim and annual  periods  ending after  September  15,  2009.  We adopted the
provisions of the standard on September 30, 2009,  which did not have a material
impact on our financial statements.
There were various  other  accounting  standards and  interpretations  issued in
2009,  none of which are  expected  to have a material  impact on the  Company's
financial position, operations or cash flows.

NOTE 2 - GOING CONCERN AND MANAGEMENTS' PLAN

The Company's  financial  statements  for the year ended  December 31, 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 $2,633 for the year ended December
31 2009and an accumulated  deficit during the development stage of $38,623 as of
December 31, 2009.  During the year ended  December 31, 2009, the Company had no
revenues from its activities during the year ended December 31, 2009.

The  Company's  ability to continue as a going  concern may be  dependent on the
success of management's  plan discussed below.  The financial  statements do not
include any adjustments  relating to the  recoverability  and  classification of
assets or the amounts and  classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

To the extent the Company's  operations are not sufficient to fund the Company's
capital  requirements,  the Company  may attempt to enter into a revolving  loan
agreement with financial  institutions  or attempt to raise capital  through the
sale of additional capital stock or through the issuance of debt. At the present
time,  the Company does not have a revolving  loan  agreement with any financial
institution  nor can the Company  provide any assurance  that it will be able to
enter into any such  agreement  in the future or be able to raise funds  through
the further issuance of debt or equity in the Company.


                                      F-16

                            FAIRWAY PROPERTIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                 For the Years Ended December 31, 2009 and 2008


NOTE 3 - NOTE PAYABLE - RELATED PARTY

On September 13, 2007, the Company issued a 10% unsecured  corporate  promissory
note in exchange for $25,000 to its majority shareholder, Niche Properties, Inc.
("Niche  Properties").  The promissory  note has a term of one year.  During the
year ended December 31, 2008, the Company paid the promissory note, in full.

NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT)

The authorized  capital stock of the Company is 140,000,000 shares with a $0.001
par value. At December 31, 2009, 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 year ended December 31, 2009, the Company did not issue any shares of
its common stock.

During the year ended December 31, 2008, the Company issued 11,448 shares of its
restricted common stock to its directors. The shares were issued at par value of
$0.001 per share for a value of $11.

During the year ended  December 31, 2008,  the Company  issued 279,000 shares of
its  restricted  common stock in exchange  for cash of $69,750.  The shares were
sold at a purchase price of $0.25 per share.

During the year ended December 31, 2008, the Company issued 19,750 shares of its
restricted common stock in exchange for services totaling $4,938. The shares had
a price of $0.25 per share.

NOTE 5 - 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.

                                                  2009                2008
                                             ------------        -------------

Deferred tax assets
         Net operating loss carryforwards    $    15,024         $     13,997
         Valuation allowance                     (15,024)             (13,997)
                                             ------------        -------------
         Net deferred tax assets             $         0         $          0
                                             ============        =============

At December 31, 2009 and 2008, the Company had net operating loss  carryforwards
of  approximately  $38,523 and  $35,890,  respectively,  for federal  income tax
purposes.  These  carryforwards,  if not utilized to offset taxable income, will
begin to expire in 2027.

                                      F-17


                            FAIRWAY PROPERTIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                 For the Years Ended December 31, 2009 and 2008


NOTE 6 - SUBSEQUENT EVENTS

The Company has  evaluated it activities  subsequent to the year ended  December
31, 2009 through March 24, 2010 and found no reportable subsequent events.

































                                      F-18


ITEM 14.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE
- --------------------------------------------------------------------------------

Not applicable.


ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
- ------------------------------------------


(a)  Unaudited  financial  statements  for the three months ended March 31, 2010
     and 2009

     Audited financial statements for years ended December 31, 2009 and 2008

(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)

     21.1         List of Subsidiaries of Fairway Properties, Inc. (1)

     23.1         Consent of Independent Registered Public Accounting Firm
- ------------------------------
(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. A copy can be provided by
mail, free of charge, by sending a written request to Fairway Properties,  Inc.,
1357 Ocean Avenue, Suite 4, Santa Monica, CA  90401.

(2)  Incorporated  by  reference  from the  exhibits  included in the  Company's
Amended  Registration  Statement  on Form 10/A  filed  with the  Securities  and
Exchange Commission (www.sec.gov),  dated April 26, 2010. A copy can be provided
by mail,  free of charge,  by sending a written  request to Fairway  Properties,
Inc., 1357 Ocean Avenue, Suite 4, Santa Monica, CA 90401.





                                      -55-

                                   SIGNATURES:

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.


                            FAIRWAY PROPERTIES, INC.






/s/Michael D. Murphy                                            June 1, 2010
- -------------------------------------------------------------
Michael D. Murphy
(Principal Executive Officer / Principal Accounting Officer
/ CEO / CFO / Treasurer and Director)


/s/Sean Murphy                                                  June 1, 2010
- -------------------------------------------------------------
Sean Murphy, President, Secretary and Director


/s/Edward Sigmond                                               June 1, 2010
- -------------------------------------------------------------
Edward Sigmond, Director












                                      -56-