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EX-32 - EXHIBIT 32 - MEDIENT STUDIOS, INC.medient10q2q12ex32.htm
EX-31 - EXHIBIT 31 - MEDIENT STUDIOS, INC.medient10q2q12ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


AMENDMENT 1 to

FORM 10Q

 (Mark One)


 [ X ]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the quarterly period ended June 30, 2012


[ ]         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.

(Exact name of registrant as specified in its charter)


Nevada

41-2251802

(State of Incorporation)

(IRS Employer ID Number)


340 S Lemon Ave #5353, Los Angeles, CA 91789

(Address of principal executive offices)


866-532-4792

 (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 filer, 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 August 14, 2012, there were 1,404,000 shares of the registrant's common stock issued and outstanding.


EXPLANATORY NOTE – AMENDMENT


The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012 is to furnish the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T.


No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 10-Q.


2





PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements       (Unaudited)


         Balance Sheets - June 30, 2012 and December 31, 2011 (Audited)

4

         Statements of Operations  -

                  Three and Six months ended June 30, 2012 and 2011 and

                  From September 10, 2007(Inception) to June 30, 2012

5

         Statements of Cash Flows -

                  Six months ended June 30, 2012 and

                  From September 10, 2007 (Inception) to June 30, 2012

6

         Statements of Changes in Shareholders' Deficit -

                   From September 10, 2007 (Inception) to June 30, 2012

7

         Notes to the Financial Statements

8


Item 2.  Management's Discussion and Analysis of Financial Condition

                  and Results of Operations

12


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

                  - Not Applicable

16


Item 4.  Controls and Procedures

16


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings - Not Applicable

18


Item 1A.  Risk Factors -  Not Applicable

18


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

                  -Not Applicable

18


Item 3.  Defaults Upon Senior Securities - Not Applicable

18


Item 4.  Mine Safety Disclosure - Not Applicable

18


Item 5.  Other Information - Not Applicable

18


Item 6.  Exhibits

18


SIGNATURES

19

3




PART I


ITEM 1. FINANCIAL STATEMENTS


FAIRWAY PROPERTIES, INC.

(A Development Stage Company)

BALANCE SHEETS


 

June 30, 2012

December 31, 2011

 

(Unaudited)

(Audited)

Assets

 

 

  Current Assets:

 

    Cash

$107

$814

  Total Current Assets

107

814

Total Assets

$107

$814

 

 

 

Liabilities and Stockholders' Equity (Deficit)

  Current liabilities

 

    Accounts payable

$59,579

$48,312

    Credit Line

3,500

1,000

  Total Current Liabilities

63,079

49,312

 

 

 

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

(139,557)

(125,083)

Total Stockholders' Equity

(62,972)

(48,498)

Total Liabilities and Stockholders' Equity

$107

$814


See the notes to these financial statements.


4




FAIRWAY PROPERTIES, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)


 

Three Months Ended June 30, 2012

Three Months Ended June 30, 2011

Six Months Ended June 30, 2012

Six Months Ended June 30, 2011

September 10, 2007 (Inception) Through June 30, 2012

Revenue:

$30

$90

$150

$320

$1,785

 

 

 

 

 

 

Operational expenses:

 

 

 

  General and administrative expenses

152

39

194

74

12,879

  Licensing fees

1,500

1,650

3,000

3,150

14,200

  Professional fees

10,381

9,490

11,413

16,904

112,545

Total operational expenses

(12,033)

(11,179)

(14,607)

(20,128)

(139,624)

 

 

 

 

 

 

Other income (expense):

 

 

 

  Interest income (expense)

(17)

0

(17)

0

(1,718)

Net loss

$(12,020)

$(11,089)

$(14,474)

$(19,808)

$(139,557)

 

 

 

 

 

 

Net loss per common share - basic and fully diluted

$(0.01)

$(0.01)

$(0.01)

$(0.01)

 

 

 

 

 

 

 

Weighted average number of common stock outstanding

1,404,000

1,404,000

1,404,000

1,404,000

 


See the notes to these financial statements.


5




FAIRWAY PROPERTIES, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)


 

Six Months Ended June 30, 2012

Six Months Ended June 30, 2011

September 30, 2007 (Inception) Through June 30, 2012

Cash Flows from Operating Activities:

  Net Loss

$(14,474)

$(19,808)

$(139,557)

  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

13,767

11,174

63,079

Net Cash Used by Operating Activities

(707)

(8,634)

(69,643)

 

 

 

 

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

(707)

(8,634)

107

 

 

 

 

Cash and Cash Equivalents - Beginning of Period

814

11,322

-

Cash and Cash Equivalents - End of Period

$107

$2,688

$107

 

 

 

 

Supplemental Disclosure

 

Cash paid for interest

$-

$2

$-

Cash paid for income taxes

$-

$-

$-


See the notes to these financial statements.


6




FAIRWAY PROPERTIES, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)

FOR THE PERIOD OF SEPTEMBER 10, 2007 (INCEPTION) THROUGH JUNE 30, 2012

(Unaudited)

 

Common Stock Number of Shares

Amount $.001 Par

Additional Paid-in Capital

Deficit Accum During Development 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

-

-

-

(34,506)

(34,506)

 

 

 

 

 

 

Balance - December 31, 2011

1,404,000

1,404

75,181

(125,083)

(48,498)

  Net loss

-

-

-

(14,474)

(14,474)

 

 

 

 

 

 

Balance - June 30, 2012

1,404,000

$1,404

$75,181

$(139,557)

$(62,972)


7




FAIRWAY PROPERTIES, INC.

(A Development Stage Company)

Notes to the Financial Statements

For the Six Months Ended June 30, 2012

(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.


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, 2011.  It is the Company's opinion that when the interim financial statements are read in conjunction with the December 31, 2011 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.


8




Going Concern


The Company's financial statements for the year ended December 31, 2011 and the three months ended June 30, 2012 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 $139,557 as of December 31, 2011.  Prior to January 1, 2010, the Company did not recognize revenues from its activities.  During the six months ended June 30, 2012, the Company recognized $150 in revenues from its operational activities.  These factors raise substantial doubt about the Company's ability to continue as a going concern.


NOTE 2 - 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.


9




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 six months ended June 30, 2012, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.


NOTE 3 - CREDIT LINE


The Company has a credit line with a $5,000 limit.  The credit line has an interest rate of 10% on principal and a due date of December 31, 2012. At June 30, 2012, the Company owes $3,500 on the credit line.


NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT)


The authorized capital stock of the Company is 140,000,000 shares with a $0.001 par value.  At June 30, 2012, 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 six months ended June 30, 2011 and 2010, the Company did not issue any shares of its common stock.


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.


10




 

2012

2011

Deferred Tax Assets

 

 

   Net operating loss carry forwards

$27,911

$25,017

   Valuation allowance

-27,911

-25,017

   Net deferred tax assets

$         0

$         0


At June 30, 2012 and at December 31, 2011, the Company had net operating loss carry forwards of approximately $139,557 and $125,083, respectively, for federal income tax purposes.  These carry forwards, if not utilized to offset taxable income, will begin to expire in 2028.


NOTE 6 - SUBSEQUENT EVENTS


The Company has evaluated it activities subsequent to the six months ended June 30, 2012 through August 1, 2012 and found no reportable subsequent events.


11




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, 2011, 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 Technologies delivered a website with the necessary functionality for us to generate revenue in late July 2009. We worked with Niche Technologies throughout 2009 to refine the website and prepare it for operations.  Since the website launched, our business plan has been 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.


With the completion of our website, we have only generated minimal revenues the last two years, which is not enough to support the ongoing operations of the Company or to support growth activities.  Given the current state of the real estate industry, management believes that the Company's ability to generate revenue solely through its current operational activities is limited until the real estate industry for such properties begins to improve.  In that regard, management has expanded is business plan as discussed below.


12




We intend to obtain debt and/or equity financing to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders.  There is and can be no assurance that these events can be successfully completed. In particular there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction.  Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.


We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities.  There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.


We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the "1934  Act").  We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature.  This discussion of our proposed business is purposefully general and is not meant to be restrictive of our unlimited discretion to search for and enter into potential business opportunities.  We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources.


Based on our current cash reserves of $107 at June 30, 2012, we have an operational budget of less than three months.  We have begun generating nominal revenue and expect that our monthly sales will cover our monthly operational costs sometime during late 2012.  If we incur unforeseen expenses or do not generate sufficient revenue over the next 3 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.


The independent registered public accounting firm's report on the Company's financial statements as of December 31, 2011, 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.


13




RESULTS OF OPERATIONS


For the Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011


During the three months ended June 30, 2012, we recognized revenues from our operations of $30.  During the three months ended June 30, 2011, we recognized revenues of $90 from our operations.  The decrease of $60 was a result of our decreased activities.


During the three months ended June 30, 2012, we incurred operational expenses of $12,033 compared to $11,179 during the three months ended June 30, 2011.  The increase of $854 was a result of an increase of $891 in professional fees combined with an increase of $132 general and administrative expenses offset by a decrease of $150 in license fees.


During the three months ended June 30, 2012, we incurred a net loss of $12,020.  During the three months ended June 30, 2011, we incurred a net loss of $11,089.  The increase of $931 is a direct result of the $854 increase in operational expenses combined with a $17 increase in interest expense offset by the $60 decrease in revenue.


For the Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30,

2011


During the six months ended June 30, 2012, we recognized revenues from our operations of $150.  During the three months ended June 30, 2011, we recognized revenues of $320 from our operations.  The decrease of $170 was a result of our decreased activities.


During the six months ended June 30, 2012, we incurred operational expenses of $14,607 compared to $20,128 during the three months ended June 30, 2011.  The decrease of $5,521 was a result of a decrease of $5,491 in professional fees combined with an increase of $150 decrease in license fees offset by a $120 increase in general and administrative expenses.


During the six months ended June 30, 2012, we incurred a net loss of $14,474.  During the six months ended June 30, 2011, we incurred a net loss of $19,808.  The decrease of $5,334 is a direct result of the $5,521 decrease in operational expenses combined with a $170 decrease in revenue offset by a $17 increase in interest expense.


14




LIQUIDITY


At June 30, 2012, we had total current assets of $107, consisting solely of cash.  At June 30, 2012, we had current liabilities of $63,079, consisting of $59,579 in accounts payable and a $3,500 credit line.  At June 30, 2012, we had working capital deficit of $62,972.


During the six months ended June 30, 2012, we used $707 in our operating activities.  During the six months ended June 30, 2012, net losses of $14,474 were not adjusted for any non-cash items.  During the six months ended June 30, 2012, accounts payable and accrued expenses increased by $13,676.


During the six months ended June 30, 2011, we used $8,634 in our operating activities.  During the six months ended June 30, 2011, net losses of $19,808 were not adjusted for any non-cash items.


During the six months ended June 30, 2012 and 2011, we did not use or receive funds from any investing activities.


During the six months ended June 30, 2012 and 2011, we did not use or receive funds from financing activities.


Short Term


We currently have cash reserves of $107.  We have begun generating nominal revenue but we have been unable to generate consistent revenue.  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.


Going Concern


The independent registered public accounting firm's report on the Company's financial statements as of December 31, 2011, 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.


15




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 $107, we have an operational budget of less than three months.  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 Technologies 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.


16




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 June 30, 2012.  Based on the foregoing evaluation, Mr. Murphy has concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.


There was no change in the Company's internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2012, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.


17




PART II. OTHER INFORMATION


Item 1.   Legal Proceedings

None


Item 1A.  Risk Factors  

Not applicable for smaller reporting companies


Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None


Item 3.   Defaults Upon Senior Securities.

None


Item 4.   Mine Safety Disclosures

Not Applicable


Item 5.   Other Information

None


Item 6.   Exhibits


Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**  XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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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.


Dated:   December 3, 2012


FAIRWAY PROPERTIES, INC.


By:

/s/ Manu Kumaran

                Manu Kumaran

                Principal Executive Officer

                Principal Accounting Officer)


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