-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TB7aR6aBH4eWxJWta6GeXJdrOj7kdatAHws/hGs5pMJWKmN8RxToCsYtCrjs04de VR0mdfaz49WzUcEWy4+0MQ== 0001391609-09-000074.txt : 20090817 0001391609-09-000074.hdr.sgml : 20090817 20090817141732 ACCESSION NUMBER: 0001391609-09-000074 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090817 DATE AS OF CHANGE: 20090817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tremont Fair, Inc. CENTRAL INDEX KEY: 0001223533 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 980380519 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80293 FILM NUMBER: 091018823 BUSINESS ADDRESS: STREET 1: 10497 TOWN & COUNTRY WAY STREET 2: SUITE 214 CITY: HOUSTON STATE: TX ZIP: 80433 BUSINESS PHONE: 3039084900 MAIL ADDRESS: STREET 1: 10497 TOWN & COUNTRY WAY STREET 2: SUITE 214 CITY: HOUSTON STATE: TX ZIP: 80433 FORMER COMPANY: FORMER CONFORMED NAME: CANCER DETECTION CORP. DATE OF NAME CHANGE: 20090113 FORMER COMPANY: FORMER CONFORMED NAME: XPENTION GENETICS INC DATE OF NAME CHANGE: 20050412 FORMER COMPANY: FORMER CONFORMED NAME: BAYVIEW CORP DATE OF NAME CHANGE: 20030318 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tremont Fair, Inc. CENTRAL INDEX KEY: 0001223533 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 980380519 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10497 TOWN & COUNTRY WAY STREET 2: SUITE 214 CITY: HOUSTON STATE: TX ZIP: 80433 BUSINESS PHONE: 3039084900 MAIL ADDRESS: STREET 1: 10497 TOWN & COUNTRY WAY STREET 2: SUITE 214 CITY: HOUSTON STATE: TX ZIP: 80433 FORMER COMPANY: FORMER CONFORMED NAME: CANCER DETECTION CORP. DATE OF NAME CHANGE: 20090113 FORMER COMPANY: FORMER CONFORMED NAME: XPENTION GENETICS INC DATE OF NAME CHANGE: 20050412 FORMER COMPANY: FORMER CONFORMED NAME: BAYVIEW CORP DATE OF NAME CHANGE: 20030318 SC 13D 1 sc13dtremontfair.htm SCHEDULE 13D TREMONT FAIR, INC. 8.17.2009 sc13dtremontfair.htm


UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
SCHEDULE 13D

 
Under the Securities Exchange Act of 1934

 
Tremont Fair, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
894749100
(CUSIP Number)
 
Cyrus Boga
Cumbria Capital, L.P.
 10497 Town & Country Way
Suite 214
Houston, Texas 77024

(713) 785-4411


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
July 29, 2009
 
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [   ]
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
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SCHEDULE 13D
 
CUSIP No. 894749100
   
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
 
Cumbria Capital, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)    (a)[   ]    (b)      [   ]
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
 OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
 
 
Number of Shares
Beneficially Owned by
Each Reporting
Person  with
7
SOLE VOTING POWER
85,862,500
8
SHARED VOTING POWER
N/A
9
SOLE DISPOSITIVE POWER
85,862,500
10
SHARED DISPOSITIVE POWER                                                                
N/A
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                85,862,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                                 88.8%
14
TYPE OF REPORTING PERSON (See Instructions)
        CO

 

 
 
2

 

SCHEDULE 13D
 
CUSIP No. 894749100
   
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
 
Cyrus Boga
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)[   ]    (b)      [   ]
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
Number of Shares
Beneficially Owned by
Each Reporting
Person  with
7
SOLE VOTING POWER
85,862,500
8
SHARED VOTING POWER
N/A
9
SOLE DISPOSITIVE POWER
85,862,500
10
SHARED DISPOSITIVE POWER                                                                
N/A
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                                85,862,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
                                88.8%
14
TYPE OF REPORTING PERSON (See Instructions)
        IN

 

 

 
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
 
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
 

 
 
3

 

Item 1.        Security and Issuer
 
This statement on Schedule 13D relates to the issuance of shares of common stock (the “Common Stock”) of Tremont Fair, Inc., a Nevada corporation (the “Company”).  The principal executive offices of the Company are located at 10497 Town & Country Way, Suite 214, Houston, Texas 77024.
 
Item 2.         Identity and Background
 
This statement is being filed jointly by: Cumbria Capital, L.P. (“Cumbria”) and Cyrus Boga.
 
Cumbria is a Texas limited partnership.  Its principal office is located at 10497 Town & Country Way, Suite 214, Houston, Texas 77024.  Cumbria provides business consulting services and is wholly-owned by Cyrus Boga.
 
Cyrus Boga is the President, Secretary, and Treasurer of the Company.  Mr. Boga’s business address is 10497 Town & Country Way, Suite 214, Houston, Texas 77024.  Mr. Boga is a citizen of the United States of America.
 
Pursuant to General Instruction C and the instructions to Item 2 of this statement, set forth in Exhibit A is the name, business address, principal present occupation and citizenship of Mr. Boga, who is the sole control person of Cumbria.
 
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding. In addition, none of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.        Source and Amount of Funds or Other Consideration
 
Inapplicable.
 
Item 4.        Purpose of Transaction
 
This filing is submitted in connection with the issuance of 80,000,000 shares of Common Stock in connection with the acquisition (“Acquisition”) of Tremont Fair Holdings, Inc., a Texas corporation (“TFH”).  Immediately prior to the Acquisition, TFH was a wholly-owned subsidiary of Cumbria.

Item 5.        Interests in Securities of the Issuer
 
(a) The Reporting Persons beneficially own 85,862,500 shares of Common Stock, which represent approximately 88.8% of the issued and outstanding shares of Common Stock.
 
(b) The Reporting Persons have the power to vote, or direct the vote, and dispose of, or direct the disposition of, 85,862,500 shares of Common Stock, which represent approximately 88.8% of the outstanding shares of Common Stock.
 
(c) During the past 60 days, none of the Reporting Persons have purchased any shares of the Company.
 
 
 
4

 
 
(d) No other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person.
 
(e) Not applicable.
 
Item 6.        Contracts, Arrangements, Understandings or Relationships with respect to
 
Securities of the Issuer.
 
None.
Item 7.         Materials to be filed as Exhibits.
 
Exhibit A.    Principals of Cumbria
 
Exhibit B.     Joint Filing Agreement
 

 
 
5

 


 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

       CUMBRIA CAPITAL, L.P.

       By: /s/ Cyrus Boga*
        Name:  Cyrus Boga
        Title:  Chief Executive Officer

       CYRUS BOGA

       By: /s/ Cyrus Boga*



 
 
6

 

EXHIBIT A
 
Principals of Cumbria
 
Cyrus Boga is the sole principal of Cumbria Capital, his name, business address, present principal occupation, and citizenship are set forth below.
 
Name and Business Address
Principal Occupation
and Name, Principal Business and Address
of the Employing Organizations
 
Citizenship
Cyrus Boga
10497 Town & Country Way
Suite 214
Houston, Texas 77024
CUMBRIA CAPITAL, L.P.
Chief Executive Officer.  Mr. Boga is the sole owner of Cumbria.  Cumbria’s principal office is at 10497 Town & Country Way, Suite 214, Houston, Texas 77024.
 
TREMONT FAIR, INC.
President, Secretary, and Treasurer.  Tremont Fair’s principal office is located at 10497 Town & Country Way, Suite 214, Houston, Texas 77024.
 
 
 
 
United States of America

 



 
 
7

 

EXHIBIT B
 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing with all other persons signatory below of a statement on Schedule 13D or any amendments thereto, with respect to the common stock of Tremont Fair, Inc. and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on August 17, 2009.



       CUMBRIA CAPITAL, L.P.

       By: /s/ Cyrus Boga*
        Name:  Cyrus Boga
        Title:  Chief Executive Officer


       CYRUS BOGA

       By: /s/ Cyrus Boga*


 
 
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