UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2010
TREMONT FAIR, INC.
(Exact Name of Registrant as Specified in Charter)
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Nevada
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333-107179 & 000-51210
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980380519
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(State of Other Jurisdiction
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(Commission File
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(IRS Employer
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of Incorporation)
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Number)
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Identification No.)
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10497 Town & Country Way, Suite 214
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Houston, Texas
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77024
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (713) 785-4411
______________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 3.02 Unregistered Sale of Equity Securities
On December 20, 2010, Tremont Fair, Inc. (the “Company”) accepted the subscription of an accredited investor to issue 2,500,000 shares of its common stock in exchange for cash consideration. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of shares as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On December 21, 2010, Robert Condon resigned from the Company’s Board of Directors. Mr. Condon was appointed to the Board on October 27, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Tremont Fair, Inc. | |||
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Date: December 23, 2010
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By:
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/s/ Cyrus Boga | |
| Cyrus Boga | |||
| Chief Executive Officer | |||