Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10Q
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from __________ to ___________
Commission file number: 000-53835
FAIRWAY PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 41-2251802
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(State of Incorporation) (IRS Employer ID Number)
340 S Lemon Ave #5353, Los Angeles, CA 91789
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(Address of principal executive offices)
866-532-4792
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(Registrant's Telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 for Regulation S-T (ss.232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No []
Indicate by check mark whether the registrant is a large accelerated file, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of May 16, 2011, there were 1,404,000 shares of the registrant's common stock
issued and outstanding.
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets - March 31, 2011 and December 31, 2010 (Audited) F-1
Statements of Operations -
Three months ended March 31, 2011 and 2010 and
From September 10, 2007(Inception) to March 31, 2011 F-2
Statements of Changes in Shareholders' Deficit -
From September 10, 2007 (Inception) to March 31, 2011 F-3
Statements of Cash Flows -
Three months ended March 31, 2011 and
From September 10, 2007 (Inception) to March 31, 2011 F-4
Notes to the Financial Statements F-5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 1
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- Not Applicable 4
Item 4. Controls and Procedures 5
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - Not Applicable 5
Item 1A. Risk Factors - Not Applicable 5
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 5
-Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable 5
Item 4. Removed and Reserved 5
Item 5. Other Information - Not Applicable 5
Item 6. Exhibits 6
SIGNATURES 7
PART I
ITEM 1. FINANCIAL STATEMENTS
FAIRWAY PROPERTIES, INC.
(A Development Stage Company)
BALANCE SHEETS
March 31, December 31,
2011 2010
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(Unaudited) (Audited)
Assets
Current Assets:
Cash $ 6,267 $ 11,322
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Total Current Assets 6,267 11,322
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Total Assets $ 6,267 $ 11,322
================= =================
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable $ 28,978 $ 25,314
Accrued interest - -
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Total Current Liabilities 28,978 25,314
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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 (99,296) (90,577)
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Total Stockholders' Equity (22,711) (13,992)
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Total Liabilities and Stockholders' Equity $ 6,267 $ 11,322
================= =================
See the notes to these financial statements.
F-1
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,
2011 2010 2011
---------------------- ------------------ -----------------------
Revenue: $ 230 $ 846 $ 1,366
---------------------- ------------------ -----------------------
Operational expenses:
General and administrative expenses 35 (10) 11,943
Licensing fees 1,500 500 6,700
Professional fees 7,414 2,500 80,318
---------------------- ------------------ -----------------------
Total operational expenses (8,949) (2,990) (98,961)
---------------------- ------------------ -----------------------
Other income (expense):
Interest expense - - (1,701)
---------------------- ------------------ -----------------------
Net loss $ (8,719) $ (2,144) $ (99,296)
====================== ================== =======================
Per share information
Net loss per common share
Basic and fully diluted $ (0.01) $ (0.00)
====================== ==================
Weighted average number of common
stock outstanding 1,404,000 1,404,000
====================== ==================
See the notes to these financial statements.
F-2
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 - - - (52,054) (52,054)
----------------- ------------ ------------ -------------- --------------
Balance - December 31, 2010 1,404,000 1,404 75,181 (90,577) (13,992)
Net loss (8,719) (8,719)
----------------- ------------ ------------ -------------- --------------
Balance - March 31, 2011 1,404,000 $ 1,404 $ 75,181 $ (99,296) $ (22,711)
================= ============ ============ ============== ==============
See the notes to these financial statements.
F-3
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
2011 2010 March 31, 2011
------------------ ------------------- -------------------
Cash Flows from Operating Activities:
Net Loss $ (8,719) $ (2,144) $ (99,296)
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 3,664 (711) 28,978
------------------ ------------------- -------------------
Net Cash Used by Operating Activities (5,055) (2,855) (63,483)
------------------ ------------------- -------------------
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 (5,055) (2,855) 6,267
Cash and Cash Equivalents - Beginning of Period 11,322 38,775 -
------------------ ------------------- -------------------
Cash and Cash Equivalents - End of Period $ 6,267 $ 35,920 $ 6,267
================== =================== ===================
Supplemental Disclosure
Cash paid for interest $ - $ - $ -
================== =================== ===================
Cash paid for income taxes $ - $ - $ -
================== =================== ===================
See the notes to these financial statements.
F-4
FAIRWAY PROPERTIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
For the Three Months Ended March 31, 2011 and 2010
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.
Interim Presentation
In the opinion of the management of the Company, the accompanying unaudited
financial statements include all material adjustments, including all normal and
recurring adjustments, considered necessary to present fairly the financial
position and operating results of the Company for the periods presented. The
financial statements and notes do not contain certain information included in
the Company's financial statements for the year ended December 31, 2010. It is
the Company's opinion that when the interim financial statements are read in
conjunction with the December 31, 2010 Audited Financial Statements, the
disclosures are adequate to make the information presented not misleading.
Interim results are not necessarily indicative of results for a full year or any
future period.
Going Concern
The Company's financial statements for the year ended December 31, 2010 and the
three months ended March 31, 2011 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 $99,296 as of March 31, 2011. Prior to January 1, 2010,
the Company did not recognize revenues from its activities. During the three
months ended March 31, 2011, the Company recognized $230 in revenues from its
operational activities. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
F-5
Significant Accounting Policies
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less and money market instruments to be cash equivalents.
Revenue Recognition
The Company recognizes revenue when it is earned and expenses are recognized
when they occur.
Loss Per Share
Earnings per Share, requires dual presentation of basic and diluted earnings or
loss per share (EPS) with a reconciliation of the numerator and denominator of
the basic EPS computation to the numerator and denominator of the diluted EPS
computation. Basic EPS excludes dilution. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity.
Income Taxes
Provision for income taxes represents actual or estimated amounts payable on tax
return filings each year. Deferred tax assets and liabilities are recorded for
the estimated future tax effects of temporary differences between the tax basis
of assets and liabilities and amounts reported in the accompanying balance
sheets, and for operating loss and tax credit carry forwards. The change in
deferred tax assets and liabilities for the period measures the deferred tax
provision or benefit for the period. Effects of changes in enacted tax laws on
deferred tax assets and liabilities are reflected as adjustment to the tax
provision or benefit in the period of enactment.
Recent Accounting Pronouncements
There were various accounting standards and interpretations issued during the
three months ended March 31, 2011, 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, 2011, 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 three months ended March 31, 2011 and 2010, the Company did not issue
any shares of its common stock.
F-6
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.
2011 2010
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Deferred tax assets
Net operating loss carryforwards $ 8,719 $ 35,325
Valuation allowance ( 8,719) ( 35,325)
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Net deferred tax assets $ 0 $ 0
========== =============
At March 31, 2011 and at December 31, 2010, the Company had net operating loss
carryforwards of approximately $99,296 and $90,577, respectively, for federal
income tax purposes. These carryforwards, if not utilized to offset taxable
income, will begin to expire in 2028.
NOTE 4 - SUBSEQUENT EVENTS
The Company has evaluated it activities subsequent to the three months ended
March 31, 2011 through May 16, 2011 and found no reportable subsequent events.
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our unaudited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or on our behalf. We disclaim any obligation to update
forward-looking statements.
The independent registered public accounting firm's report on the Company's
financial statements as of December 31, 2010, and for each of the years in the
two-year period then ended, includes a "going concern" explanatory paragraph,
that describes substantial doubt about the Company's ability to continue as a
going concern.
Plan of Operations
Fairway is a development stage company and has minimal revenue producing
activities. Niche Properties delivered a website with the necessary
functionality for us to generate revenue in late July 2009. We worked with Niche
Properties throughout 2009 to refine the website and prepare it for operations.
Since the website launched, we have been focused on hiring salespeople, amassing
prospect lists, preparing email marketing campaigns, and optimizing our search
engine rankings. Using this revenue generating strategy, Niche Properties has
generated revenue for two of its related niche lifestyle websites
(LuxuryProperty.com and HistoricalProperties.com).
In furtherance of our business model:
On October 26, 2007, we entered into a licensing agreement with Niche Properties
to secure use of its Niche Properties web application and the
fairwayproperties.com domain name. We agreed with Niche Properties to amend this
licensing agreement on March 5, 2010, to change the Minimum Guaranteed Royalty
rate and allow us to resell the services offered through the Niche Properties
Network.
Based on our current cash reserves of $6,267 at March 31, 2011, we have an
operational budget of less than one year. We have begun generating nominal
revenue and expect that our monthly sales will cover our monthly operational
costs sometime during late 2011. If we incur unforeseen expenses or do not
generate sufficient revenue over the next 6 months to cover our operating costs,
it is possible we will deplete our cash reserves and need to raise additional
money.
However, generating sufficient revenue through our sales activities to cover our
operating costs should enable us to continue forward without raising additional
money. Currently, we have no committed source for any funds as of 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.
1
The independent registered public accounting firm's report on the Company's
financial statements as of December 31, 2010, and for each of the years in the
two-year period then ended, includes a "going concern" explanatory paragraph,
that describes substantial doubt about the Company's ability to continue as a
going concern.
RESULTS OF OPERATIONS
For the Three Months Ended March 31, 2011 Compared to the Three Months Ended
--------------------------------------------------------------------------------
March 31, 2010
--------------
During the three months ended March 31, 2011, we recognized revenues from our
operations of $230. During the three months ended March 31, 2019, we recognized
any revenues of $846 from our operations. The decrease of $616 was a result of
focus on the further development of the website and platform, rather than
marketing and sale efforts.
During the three months ended March 31, 2011, we incurred operational expenses
of $8,949 compared to $2,990 during the three months ended Marc 31, 2010. The
increase of $5,959 was a result of increases in of $1,000 in licensing fees and
$4,914 in professional fees. These expenses are expected to continue to increase
as we complete testing and development of our website.
During the three months ended March 31, 2011, we incurred a net loss of $8,719.
During the three months ended March 31, 2010, we incurred a net loss of $2,144.
The increase of $6,575 is a direct result of the $5,959 increase in operational
expenses and $230 decrease in revenues as explained above.
LIQUIDITY
At March 31, 2011, we had total current assets of $6,267, consisting solely of
cash. At March 31, 2011, we had current liabilities of $28,978, consisting
solely of accounts payable. At March 31, 2011, we had working capital deficit of
$22,711.
During the three months ended March 31, 2011, we used $5,055 in our operating
activities. During the three ended March 31, 2011, net losses of $8,719 were not
adjusted for any non-cash items. During the three ended March 31, 2011, accounts
payable and accrued expenses increased by $3,644.
During the three months ended March 31, 2010, we used $2,855 in our operating
activities. During the three ended March 31, 2010, net losses of $2,144 were not
adjusted for any non-cash items.
During the three months ended March 31, 2011 and 2010, we did not use or receive
funds from any investing activities.
During the three months ended March 31, 2011 and 2010, we did not use or receive
funds from financing activities.
Short Term
We currently have cash reserves of $6,267. We have begun generating nominal
revenue and expect that our monthly sales will cover our monthly operational
costs sometime during the second half of 2011. 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.
2
Going Concern
The independent registered public accounting firm's report on the Company's
financial statements as of December 31, 2010, and for each of the years in the
two-year period then ended, includes a "going concern" explanatory paragraph,
that describes substantial doubt about the Company's ability to continue as a
going concern.
Capital Resources
We have only common stock as our capital resource.
We have no material commitments for capital expenditures within the next year.
Need for Additional Financing
We do not have capital sufficient to meet our cash needs on a long-term basis.
Based on our current cash reserves of $6,267, we have an operational budget of
less than one year. We have begun generating nominal revenue and expect that our
monthly sales will cover our monthly operational costs sometime during the
second half of 2011. If sales do 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.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief
Financial Officer, Mr. Michael Murphy, carried out an evaluation under the
supervision and with the participation of our management, of the effectiveness
of the design and operation of our disclosure controls and procedures pursuant
to Exchange Act Rule 15d-14 as of the quarter ended March 31, 2011. Based on the
foregoing evaluation, Mr. Murphy has concluded that our disclosure controls and
procedures are effective in timely alerting them to material information
required to be included in our periodic SEC filings and to ensure that
3
information required to be disclosed in our periodic SEC filings is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, to allow timely decisions regarding required
disclosure.
Fairway's management is responsible for establishing and maintaining adequate
internal control over financial reporting for the company in accordance with as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's
internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles.
Management's assessment of the effectiveness of the registrant's internal
control over financial reporting is as of the three months ended March 31, 2011.
The Company believes that internal control over financial reporting is
effective. The Company has not identified any current material weaknesses
considering the nature and extent of its current operations and any risks or
errors in financial reporting under current operations.
There was no change in the Company's internal control over financial reporting
that occurred during the fiscal quarter ended March 31, 2011, that has
materially affected, or is reasonably likely to materially affect, its internal
control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 1A. RISK FACTORS
NOT APPLICABLE TO SMALLER REPORTING COMPANIES.
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this
Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.
Exhibit 31.1 Certification of Principal Executive/Accounting Officer
pursuant to Section 302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive and Principal
Accounting Officer pursuant to Section 906 of the
Sarbanes-Oxley Act
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FAIRWAY PROPERTIES, INC.
(Registrant)
Dated: May 23, 2011 By: /s/ Michael D. Murphy
---------------------
Michael D. Murphy (Principal
Executive Officer, and
Principal Accounting Officer)
