UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)





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





For the
quarterly period ended September 30, 2009





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





For the
transition period from _______ to ______
 
 Commission
File Number 333-107179 & 000-51210


TREMONT
FAIR, INC.


(Exact
name of registrant as specified in its charter)





Nevada
              (State
      or other jurisdiction of incorporation or organization)
            980380519
              (I.R.S.
      Employer Identification No.)10497
      Town & Country Way, Suite 214, Houston, TX 77024
              (Address
      of principal executive offices)  (Zip Code)(713)
      785-4411
              (Registrant's
      telephone number, including area
code)








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
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such 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 of Regulation S-T (§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 o No o





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]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[]    No
[X]





As of
November 13, 2009, there were  97,040,166 outstanding shares of the
registrant's common stock, $.001 par value per share.


Table of Contents











TABLE OF CONTENTS














PagePART I -
      FINANCIAL INFORMATIONItem
      1.  Financial Statements
            1Item
      2.  Management's Discussion and Analysis
            9Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
            11Item 4T.  Controls and
      Procedures
            11PART II- OTHER INFORMATIONItem 1.  Legal Proceedings
            13Item 1A.  Risk Factors
            13Item 2.  Unregistered Sales of Equity
      Securities and Use of Proceeds
            14Item 3.  Defaults Upon Senior
      Securities and Use of Proceeds
            15Item 4. Submission of Matters to a Vote
      of Security Holders
            15Item 5.  Other Information
            15Item 6.  Exhibits
            15
















Table of Contents





PART I – FINANCIAL INFORMATION




Item 1.  Financial Statements.





TREMONT
FAIR, INC.


CONSOLIDATED
BALANCE SHEET


(UNAUDITED)








September
      30,2009ASSETSCURRENT
      ASSETSCash
      and cash equivalents
            
            $
            25,218Prepaid
      expenses
            
            
            12,618Total
      current assets
            
            
            37,836Property
      and equipment, net of accumulated depreciation of $1,493
            
            
            48,852Other
      assets
            
            
            2,565TOTAL
      ASSETS
            
            $
            89,253LIABILITIES
      AND SHAREHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
            
            $
            27,487Advances
      from related party
            
            
            112,714Note
      payable-related party
            
            
            100,000TOTAL
      CURRENT LIABILITIES
            
            
            240,201SHAREHOLDERS’
      DEFICITPreferred
      stock, $0.001 par value; 20,000,000 shares authorized;no
      shares issued and outstanding
            
            
            -Common
      stock, $0.001 par value; 200,000,000 shares authorized;97,040,166
      shares issued and outstanding
            
            
            97,040Paid-in
      capital deficit
            
            
            (576,538
            )Retained
      earnings
            
            
            328,550Total
      shareholders’ deficit
            
            
            (150,948
            )TOTAL
      LIABILITIES AND SHAREHOLDERS’ DEFICIT
            
            $
            89,253











See notes
to consolidated financial statements.


1
 Table of Contents





TREMONT
FAIR, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS


(UNAUDITED)








Successor
            
            
            PredecessorFor
      Inception
              (July
      27, 2009) to September 30, 2009
            
            
            For
      the Period July 1, 2009 to August 31, 2009
            
            
            For
      the Three Months Ended September 30, 2008REVENUE
            
            $
            10,235
            
            
            $
            22,801
            
            
            $
            12,000OPERATING
      EXPENSESSelling,
      general and administrative expenses
            
            
            49,276
            
            
            
            13,450
            
            
            
            11,975Depreciation
      expense
            
            
            1,493
            
            
            
            -
            
            
            
            -Total
      operating expenses
            
            
            50,769
            
            
            
            13,450
            
            
            
            11,975Net
      operating profit (loss)
            
            
            (40,534
            )
            
            
            9,351
            
            
            
            25OTHER
      INCOME (EXPENSE)Interest
      expense
            
            
            (916
            )
            
            
            -
            
            
            
            -Gain
      on settlement of debt
            
            
            370,000
            
            
            
            -
            
            
            
            -Net
      income
            
            $
            328,550
            
            
            $
            9,351
            
            
            $
            25Basic
      and diluted net income per share
            
            $
            0.00
            
            
            $
            0.00
            
            
            $
            0.00Weighted
      average shares outstanding
            
            
            95,829,257
            
            
            
            80,000,000
            
            
            
            80,000,000











See notes
to consolidated financial statements.





2
 Table of Contents





TREMONT
FAIR, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS (Continued)


(UNAUDITED)








Successor
            
            
            PredecessorFor
      Inception
              (July
      27, 2009) to September 30, 2009
            
            
            For
      the Period January 1, 2009 to August 31, 2009
            
            
            For
      the Nine Months Ended September 30, 2008REVENUE
            
            $
            10,235
            
            
            $
            237,136
            
            
            $
            28,000OPERATING
      EXPENSESSelling,
      general and administrative expenses
            
            
            49,276
            
            
            
            45,397
            
            
            
            19,237Depreciation
      expense
            
            
            1,493
            
            
            
            -
            
            
            
            -Total
      operating expenses
            
            
            50,769
            
            
            
            45,397
            
            
            
            19,237Net
      operating profit (loss)
            
            
            (40,534
            )
            
            
            191,739
            
            
            
            8,763OTHER
      INCOME (EXPENSE)Interest
      expense
            
            
            (916
            )
            
            
            -
            
            
            
            -Gain
      on settlement of debt
            
            
            370,000
            
            
            
            -
            
            
            
            -Net
      income
            
            $
            328,550
            
            
            $
            191,739
            
            
            $
            8,763Basic
      and diluted net income per share
            
            $
            0.00
            
            
            $
            0.00
            
            
            $
            0.00Weighted
      average shares outstanding
            
            
            95,829,257
            
            
            
            80,000,000
            
            
            
            80,000,000











See notes
to consolidated financial statements.





3
 Table of Contents





TREMONT
FAIR, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(UNAUDITED)








Successor
            
            
            PredecessorFor
      Inception
              (July
      27, 2009) to September 30, 2009
            
            
            For
      the Period January 1, 2009 to
              August
      31, 2009
            
            
            For
      the Nine Months Ended September 30, 2008Cash
      flows from operating activities:Net
      income
            
            $
            328,550
            
            
            $
            191,739
            
            
            $
            8,763Adjustments
      to reconcile net income to net cash used in operating
      activities:Depreciation
      and amortization
            
            
            1,493
            
            
            
            -
            
            
            
            -Stock
      based compensation
            
            
            3,333
            
            
            
            -
            
            
            
            -Gain
      on settlement of debt
            
            
            (370,000
            )
            
            
            -
            
            
            
            -Changes
      in operating assets and liabilities:Prepaid
      expenses
            
            
            559
            
            
            
            -
            
            
            
            -Accounts
      payable and accrued liabilities
            
            
            (68,482
            )
            
            
            -
            
            
            
            -Accounts
      payable-related party
            
            
            (15,399
            )
            
            
            -
            
            
            
            -Net
      cash used in operating activities
            
            
            (119,947
            )
            
            
            191,739
            
            
            
            8,763Cash
      flows from investing activities:Net
      cash received in reverse merger
            
            
            361
            
            
            
            -
            
            
            
            -Purchase
      of property and equipment
            
            
            (50,345
            )
            
            
            -
            
            
            
            -Payment
      of security deposit
            
            
            (2,565
            )
            
            
            -
            
            
            
            -Net
      cash used in investing activities
            
            
            (52,549
            )
            
            
            -
            
            
            
            -Cash
      flows from financing activities:Net
      proceeds from related party advances
            
            
            112,714
            
            
            
            -
            
            
            
            -Proceeds
      from issuance of debt to related party
            
            
            100,000
            
            
            
            -
            
            
            
            -Repayments
      of debt
            
            
            (15,000
            )
            
            
            -
            
            
            
            -Payments
      to Creekstone Equity Management
            
            
            -
            
            
            
            (191,739
            )
            
            
            (8,763
            )Net
      cash provided by financing activities
            
            
            197,714
            
            
            
            (191,739
            )
            
            
            (8,763
            )Net
      increase in cash and cash equivalents
            
            
            25,218
            
            
            
            -
            
            
            
            -Cash
      and cash equivalents, at beginning of period
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      and cash equivalents, at end of period
            
            $
            25,218
            
            
            $
            -
            
            
            $
            -Supplemental
      cash flows information:Cash
      paid for interest
            
            $
            916
            
            
            $
            -
            
            
            $
            -Income
      taxes paid in cash
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non-cash
      financing activities:Common
      stock issued for settlement of debt
            
            $
            50,000
            
            
            $
            -
            
            
            $
            -





See notes to consolidated financial
statements.


4
 Table of Contents





TREMONT
FAIR, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





1.      ORGANIZATION
AND BASIS OF PRESENTATION





The
accompanying unaudited interim financial statements of Tremont Fair, Inc. (the
“Company”), have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission.  In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein.





REVERSE
MERGER





On July
29, 2009, the Board of Directors and a majority of the shareholders agreed to
amend and restate, in its entirety, the Articles of Incorporation and Bylaws of
the Company.  The restated Articles of Incorporation provides, among
other things, for an increase in the authorized shares of the Company from
110,000,000 to 220,000,000, with 200,000,000 constituted as common stock and
20,000,000 constituted as preferred stock.  The restated Articles of
Incorporation also changed the name of the Company from Cancer Detection
Corporation to Tremont Fair, Inc.  On July 29, 2009, pursuant to the
restatement of the Company’s Bylaws, the Board of Directors agreed to change the
Company’s fiscal year end from May 31 to December 31.





On July
31, 2009, Tremont Fair, Inc. (formerly Cancer Detection Corporation) entered
into an agreement to acquire all the outstanding shares of Tremont Fair
Holdings, Inc., a Texas corporation, in exchange for 80,000,000 shares of
restricted common stock of Tremont Fair, Inc.  There were 16,503,128
shares of common stock outstanding for Cancer Detection
Corporation.  Tremont Fair Holdings, Inc. seeks to capitalize on the
real estate opportunities resulting from the dislocation in the credit markets,
by acquiring, rehabilitating, stabilizing and selling distressed multifamily
properties in south-central United States, predominantly in
Texas.  Prior to the Acquisition, Tremont Fair Holdings, Inc. was
wholly-owned by Cumbria Capital, L.P., a Texas limited partnership that is owned
and controlled by Cyrus Boga, now an executive officer and director of Tremont
Fair, Inc.





The
acquisition of Tremont Fair Holdings, Inc. by the Company represents a reverse
merger with the shareholder of Tremont Fair Holdings, Inc. assuming control and
responsibilities for the Company’s activities.  Tremont Fair Holdings,
Inc. is the accounting acquirer.  For accounting purposes, the date of
inception for the Company is July 27, 2009, the date that Tremont Fair Holdings,
Inc. was incorporated.





As a
result of the reverse merger, acquired assets and assumed liabilities were as
follows:





Cash
            
            $
            361Prepaid
      expenses
            
            
            13,177Total
      assets
            
            $
            13,538Accounts
      payable and accrued expenses
            
            $
            515,969Accounts
      payable to related party
            
            
            15,400Convertible
      debt
            
            
            15,000Total
      liabilities
            
            $
            546,369





BASIS OF
PRESENTATION - PREDECESSOR





Effective
September 1, 2009, Tremont Fair Holdings, Inc. acquired two property management
agreements from Creekstone Equity Management, a company controlled by Cyrus Boga
(the “Management Agreements”).  Successor references herein are
referring to the consolidated information pertaining to the


5
 Table of Contents


Tremont
Fair, Inc. and its wholly owned subsidiary Tremont Fair Holdings,
Inc.  Predecessor references herein relate to the property management
operations of the two agreements previously owned by Creekstone Equity
Management.





These
financial statements include the accounts of the Predecessor for the Management
Agreements.  Historically, financial statements have not been prepared
for the Management Agreements as it had no separate legal status of
existence.  The accompanying carve-out financial statements have been
prepared to present the statements of operations and cash flows of the
Management Agreements for purposes of complying with the rules and regulations
of the Securities and Exchange Commission as required by S-X Rule
8-02.  These statements include only those related operations of the
two property management agreements as historically incurred by the Creekstone
Equity Management and exclude all other operations of Creekstone Equity
Management  The accompanying carve-out financial statements have been
prepared in accordance with accounting principles generally accepted using
Management Agreements-specific information where available and allocations and
estimates where data is not maintained on a Management Agreements-specific basis
within its books and records.  Due to the amount of allocations and
estimates used to prepare these carve-out financial statements, they may not
reflect the results of operations and cash flows of the Management Agreements in
the future or what its operations and cash flows would have been had the
Management Agreements been operating on a stand-alone basis during the periods
presented.





No
balance sheet is presented as of a period prior to September 30, 2009 as the
Company’s inception was July 27, 2009 and there were no assets or liabilities
directly related to the Management Agreements.





3.      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Use
of Estimates





The
preparation of 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 period.  Actual results could differ from those
estimates.





Cash
and Cash Equivalents





Cash and
cash equivalents include cash in banks and financial instruments which mature
within three months of the date of purchase.





Fair
Value of Financial Instruments





As at
September 30, 2009, the fair value of cash and accounts payable approximate
carrying values because of the short-term maturity of these
instruments.





Furniture and Office
Equipment





Furniture
and office equipment are stated at cost.  Depreciation is computed on
a straight-line basis over the estimated useful lives of five to seven
years.





Deferred
Taxes





Deferred
taxes are provided on the liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carry forwards and deferred tax liabilities are recognized for taxable
temporary differences.  Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
bases.  Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized.  Deferred tax
assets and accrued tax liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.


6
 Table of Contents





Earnings
per Share of Common Stock





Basic net
income per share calculations are determined by dividing net income (loss) by
the weighted average number of common shares outstanding during the reporting
period.  Diluted net income per share calculations are determined by
dividing net income (loss) by the weighted average number of common shares and
dilutive common share equivalents outstanding.  During the reporting
period when they are anti-dilutive, common share equivalents, if any, are not
considered in the computation.  As of September 30, 2009, the Company
had no dilutive common share equivalents outstanding.





Revenue
Recognition





Revenue
from management services is recognized when service is completed.





Recent
Accounting Pronouncements





In June
2009, the FASB issued Statement No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles
(“SFAS 168”), which amends SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles.  SFAS 168 will become the source of
authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental
entities.  Rules and interpretive releases of the SEC under the
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants.  On the effective date, SFAS 168 will supersede all
then existing non-SEC accounting and reporting standards.  All other
non-grandfathered non-SEC accounting literature not included in SFAS 168 will
become non-authoritative.  SFAS 168 is effective for financial
statements issued for interim and annual periods ending after September 15,
2009.  The adoption of SFAS 168 did not impact our results of
operations or financial condition.





Other
recently issued or adopted accounting pronouncements are not expected to have,
or did not have, a material effect on our financial position or results from
operations.





4.      GOING
CONCERN





The
Company has a working capital deficit at September 30, 2009.  These
conditions raise substantial doubt as to the Company’s ability to continue as a
going concern.  The Company’s ability to continue as a going concern
is contingent upon its ability to obtain capital through the sales of equity and
attaining additional profitable operations.  Currently the Company is
receiving cash advances from related parties, including stockholders and their
affiliates, to cover operating expenses.  The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.





5.      NOTE
PAYABLE – RELATED PARTY





On July
29, 2009, the Company issued a promissory note to Cumbria Capital, L.P. in
exchange for cash proceeds of $100,000.  The promissory note bears
interest at 5% per annum and matures on July 28, 2010.  Cumbria
Capital, L.P. is a Texas limited partnership that is owned and controlled by
Cyrus Boga, an executive officer, director, and a beneficial holder of a
majority of the voting shares of the Company.





6.      ADVANCES
FROM RELATED PARTY





From time
to time, the Company receives cash advances from related parties, including
stockholders and their affiliates, to cover operating expenses.  The
advances do not bear interest and are due upon demand.  During the
period from inception (July 27, 2009) to September 30, 2009, the Company
received cash advances aggregating $120,306, repaid cash advances of
$7,592.  As of September 30, 2009, the outstanding balance of advances
from related party was $112,714.


7
 Table of Contents


7.      CONVERTIBLE
DEBT





In
connection with the reverse merger, the Company assumed a convertible debenture
with a principal amount of  $15,000.  On August 20, 2009, the Company
repaid a debt holder the outstanding principal balance of $15,000 plus accrued
interest of $2,880 and the debentures were retired by the Company.





8.      COMMON
STOCK





On August
19, 2009, as part of the Company’s settlement with its former President, David
Kittrell, the Company issued 500,000 shares of restricted common stock at fair
value which totaled $50,000, or $0.10 per common share, in satisfaction of
accrued but unpaid employment compensation due to David Kittrell of $420,000 and
recorded a gain of $370,000 on settlement of debt.





Our sole
independent director is paid $2,000 in cash per quarter and shares of our common
stock with a value equal to $5,000.  As of September 30, 2009, the
Company had accrued $1,333 cash compensation and issued 37,038 common shares
valued at $3,333 based the fair market value using quoted market prices on the
date of grant September 30, 2009.





9.      INCOME
TAXES





Deferred
tax assets and liabilities represent the estimated future impact of temporary
differences between the financials statement and tax bases of assets and
liabilities.  Components of deferred tax assets and liabilities at
September 30, 2009 are as follows:





Deferred
      tax assets:Net
      operating loss carry-forward from Cancer Detection
    Corporation
            
            $
            290,500Tax
      affected profit from successor company
            
            
            (114,993
            )Built
      in gain on conversion of debt
            
            
            129,500Valuation
      allowance
            
            
            (305,007
            )Net
      deferred tax asset
            
            $
            -





At May
31, 2009, Cancer Detection Corporation had tax loss carry-forward approximating
$830,000 which is subject to IRC Section 382 limitations due to the ownership
changes.  For the period from inception (July 27, 2009) to
September 30, 2009 the company had a taxable loss of ($41,450) which will
expire in 2009.  The difference of $370,000 to book profit is related
to conversion of debt which will be treated as a built in gain.  There
are limitations on the recognition of net operating loss
carry-forwards.  Accordingly, a valuation allowance has been
established for the entire deferred tax asset.





10.     COMMITMENTS
AND CONTINGENCIES





On August
12, 2009, Poseidon Partners, LLC, a Texas limited liability company controlled
by Cyrus Boga, an executive officer, director and the beneficial holder of a
majority of the Company’s shares, assigned its office lease to the
Company.  The lease is for a three year term and concerns the use of
2,372 square feet of office space located at 10497 Town & Country Way, Suite
214, Houston, Texas.  The monthly lease rate is $4,565 until the lease
expires on July 31, 2010.





8
 Table of Contents





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





Forward-Looking
Statements





This
report contains forward-looking statements that involve risks and
uncertainties.  These statements are based on current expectations,
estimates, projections and assumptions made by management.  We use
words such as anticipate, believe, plan, expect, future, intend and similar
expressions to identify such forward-looking statements.  You should
not place too much reliance on these forward-looking statements.  Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks factors
included below, but are not limited to the following:





Executive
Plan and Overview





Our new
business plan entails identifying, acquiring, rehabilitating and renovating
value-added multifamily properties in south-central United States, predominantly
in Texas, and eventually refinancing and/or selling these properties once they
are stabilized and cash flowing.  We facilitate the acquisition of
each property through a new limited partnership formed by the Company which
takes in capital from limited partner investors and in which a wholly-owned
subsidiary of the Company serves as general partner. These purchases may be
direct acquisitions of the property or via purchase of the first liens on such
properties, after which we would foreclose on such properties.





Our
President and the new employees added to the Company in August 2009 have
successfully pursued this business model in recent years as part of other
organizations which served as general partner to property-oriented limited
partnerships, as well as the management and construction management company to
these limited partnerships.  In the 12 months previous to the
Acquisition, this team facilitated the purchase, rehabilitation, stabilization,
and sale of almost 1,000 apartment units.  The efforts of our new team
have been a result of a proprietary turnaround model, and has benefited from
their relationships with regional lenders, vendors and property
brokers.





By
consolidating both the ownership (via a general partner stake) and the property
and construction management functions within the Company, we believe the Company
can offer our shareholders a stake in all aspects of the value-added chain for
distressed properties and a benefit to the Company from its participation in
providing services relating thereto.  We believe the current economic
environment offers exceptional opportunities to continue implementing this
business model, principally because there appears to be a large and growing
supply of distressed properties available for purchase, and a shrinking number
of stabilized properties available for sale.





We
believe our timing is advantageous to acquire quality multifamily properties
with a reduction in new apartment construction, lending institutions eager to
remove real estate assets off their books, interest rates at near historical
lows and less competition today for the acquisition of distressed
assets.  In the long term, we believe our business plan will improve
our operating cash flows as multifamily fundamentals strengthen from a reduction
in new supply, declining homeownership and economic growth.





Results
of Operations from Inception (July 27, 2009) to September 30, 2009





Revenue
for the period from inception (July 27, 2009) to September 30, 2009 was $10,235
which was attributed to the execution of two Property Management Agreements
effective September 1, 2009 to manage two properties consisting of 578 units in
Houston, Texas.





Total
selling, general and administrative expense for the period from inception (July
27, 2009) to September 30, 2009, consisted primarily of compensation
expense of $20,516, professional and consulting fees of $11,326, insurance
expense of $4,854 and rent expense of $9,322.


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Other
income and expense for the period from inception (July 27, 2009) to September
30, 2009 consisted of interest expense of $916 attributed to the issuance of a
$100,000 promissory note and $370,000 gain on settlement of debt.





Net
income for the period from inception (July 27, 2009) to September 30, 2009, was
$328,550.





Liquidity
and Capital Resources





Liquidity
is the ability to meet present and future financial obligations either through
operating cash flows, the sale of assets, and the issuance of debt and equity.
Our primary source of liquidity is our cash flow from operations as determined
by rental rates, occupancy levels, and operating expenses related to our
multifamily properties.





As of
September 30, 2009, our working capital deficit of $202,363 was comprised of
total current assets of $37,836 consisting primarily of cash and cash
equivalents and total current liabilities of $240,201. We continued to consume
working capital in the pursuit of our business plan utilizing proceeds from
notes payable and advances from related parties.





We expect
to generate revenues pursuant to our new business plan as a real estate services
provider and expect to rely on equity and debt financings to fund our capital
resource requirements.  We will be dependent on additional debt and
equity financing to develop our new business.





Our
ability to pay accounts payable and accrued expenses and repay borrowings is
dependent upon receipt of new funding from related parties, debt or equity
financing.  Certain related parties have periodically advanced funds
to us to meet our working capital needs.  The related parties are
under no obligation to continue these advances.  During the period
ending September 30, 2009, the Company received cash advances and proceeds from
notes payable aggregating $220,306, repaid cash advances of
$7,592.  As of September 30, 2009, the outstanding balance of advances
from related party was $112,714 and the note payable to related party was
$100,000.





Statements of
Cash Flows





The
following discussion explains the changes in net cash provided by operating and
investing activities and net cash used in financing activities that are
presented in our Consolidated Statements of Cash Flows.





Operating
Activities





Net cash
used in operating activities was $119,947 during the quarter end September 30,
2009 with net income of $328,550 along with increases in accounts payable and
accrued liabilities of $68,482 offset by a gain on settlement of debt of
$370.000.





Investing
Activities





During
the period, net cash used in investing activities was $52,549 and includes
primarily the purchase of furniture and computer equipment.





Financing
Activities





Net cash
provided by financing activities during the quarter ended September 30, 2009,
was $85,000.  We received proceeds of $100,000 from issuance of debt
to related parties and paid off our long term convertible debt in the amount of
$15,000.  Net proceeds from related party advances were $97,314 for
the period.


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Off-Balance
Sheet Arrangements





We do not
have any off balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our
financial  condition,  changes  in  financial  condition,  revenues
or expenses,
results  of  operations,  liquidity,  capital
expenditures, or capital resources
that  is  material  to  investors.





Critical
Accounting Policies





Our
discussion and analysis of our financial condition and results of operations is
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of any contingent assets and liabilities. We base our
estimates on various assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about
carrying values of assets and liabilities that are not readily apparent from
other sources. On an on-going basis, we evaluate our estimates. Actual results
may differ from these estimates if our assumptions do not materialize or
conditions affecting those assumptions change.





We
believe the following critical accounting policies affect our more significant
judgments and estimates used in the preparation of our financial
statements:





Item 3.  Quantitative and Qualitative
Disclosures About Market Risk.





As a
smaller reporting company the information specified by this Item 3 is not
required.





Item 4T.  Controls and
Procedures.





Evaluation of Disclosure
Controls and Procedures





Under the direction of our Chief Executive Officer and Chief
Financial Officer, we evaluated our disclosure controls and procedures for the
quarter ended September 30, 2009 and concluded that our disclosure controls and
procedures were not effective for that period due to the following:We have previously had a
material weakness that relates to the lack of segregation of duties in that our
CEO and CFO were the same person.  In the preparation
of financial statements, footnotes and financial data all of our financial
reporting is carried out by our Chief Financial Officer. The lack of segregation
of duties results from lack of a separate Chief Financial Officer with
accounting technical expertise necessary for an effective system of internal
control.  We are, in fact, a small, relatively simple operation from a
financial point of view.  On October 8, 2009, we hired a full time
Chief Financial Officer and anticipate that certain controls and procedures will
be implemented during the fourth quarter of 2009 and thereafter.  Our
CFO is expected to monitor these controls and the implementation thereof on an
ongoing basis. We intend to investigate all unexpected results from such
monitoring. At any time, if it appears that any control or procedures can be
implemented to continue to mitigate material weakness, in our financial
reporting and accounting functions, we intend to implement such
immediately.





There
were no changes in our internal control over financial reporting during the
period from inception (July 27, 2009) to September 30, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.








PART II– OTHER INFORMATION





Item 1.  Legal Proceedings





There are
no legal proceedings that the Company is involved in at this
time.


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Item 1A.  Risk Factors





Risks
Related to Our Common Stock





A small number of
existing shareholders own a significant amount of our common stock, which could
limit your ability to influence the outcome of any shareholder vote. Our
executive officers and directors beneficially own approximately 89% of our
common stock as of the date of this report. Under our Articles of Incorporation,
the vote of a majority of the shares outstanding is generally required to
approve most shareholder action. As a result, these individuals will be able to
control the outcome of shareholder votes for the foreseeable future, including
votes concerning the election of directors, amendments to our Articles of
Incorporation or proposed mergers or other significant corporate transactions.
Shareholders should be aware that they may have limited ability to influence the
outcome of any vote in the future.





Since there is
presently a limited trading market for our common stock, purchasers of our
common stock may have difficulty selling their shares, should they desire to do
so.  Due to a number of factors, including the lack of listing
of our common stock on a national securities exchange, the trading volume in our
common stock is limited.  As a result, the sale of a significant
amount of common stock by the selling shareholders may depress the price of our
common stock and you may lose all or a portion of your investment.





Since our common
stock is not presently listed on a national securities exchange, trading in our
shares will likely be subject to rules governing “penny stocks,” which will
impair trading activity in our shares. Our common stock may be subject to
rules adopted by the SEC regulating broker-dealer practices in connection with
transactions in penny stocks. Those disclosure rules applicable to penny stocks
require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized disclosure document required by
the SEC. These rules also require a cooling off period before the transaction
can be finalized. These requirements may have the effect of reducing the level
of trading activity in any secondary market for our common stock. Many brokers
may be unwilling to engage in transactions in our common stock because of the
added disclosure requirements, thereby making it more difficult for stockholders
to dispose of their shares.





Issuances of our
stock in the future could dilute existing shareholders and adversely affect the
market price of our common stock. We have the authority to issue up to
200,000,000 shares of common stock, 20,000,000 shares of preferred stock, and to
issue options and warrants to purchase shares of our common stock without
stockholder approval. Because our common stock is not currently listed on a
national securities exchange, we are not required to solicit shareholder
approval prior to issuing large blocks of our stock. These future issuances
could be at values substantially below the price paid for our common stock by
our current shareholders. In addition, we could issue large blocks of our common
stock to fend off unwanted tender offers or hostile takeovers without further
stockholder approval. Because there is presently no trading market for our
common stock, the issuance of our stock may have a disproportionately large
impact on its price compared to larger companies.





We have never
paid dividends on our common stock and we do not anticipate paying any in the
foreseeable future. We have not paid dividends on our common stock to
date, and we may not be in a position to pay dividends for the foreseeable
future. Our ability to pay dividends will depend on our ability to successfully
develop our business plan and generate revenue from operations. Further, our
initial earnings, if any, will likely be retained to finance our operations. Any
future dividends will depend upon our earnings, our then-existing financial
requirements and other factors, and will be at the discretion of our Board of
Directors.





Risks Relating to Our
Company





Since we are a
new business with limited operating history, investors have no basis to evaluate
our ability to operate profitably. We were originally organized in 2002
and have had no revenue from operations since our inception. We were reorganized
in 2005 in connection with a merger transaction between Xpention, Inc. and
Bayview Corporation.  Subsequent to May 31, 2009 we issued
80,000,000


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shares of
common stock to acquire Tremont Fair Holdings, Inc., a Texas corporation, a
company without an operating history that intends to capitalize on real estate
opportunities in distressed multi-family properties.  We face all of
the risks commonly encountered by other new businesses, including the lack of an
established operating history, need for additional capital and personnel, and
intense competition. There is no assurance that our business plan will be
successful.





The report of our
independent accountants on our financial statements for the quarter
ended September 30, 2009 includes a “going concern” qualification, meaning
that there is substantial doubt about our ability to continue in
operation. If we are unable to obtain additional financing or
eventually produce revenue, we may be forced to sell our assets, curtail or
cease operations. In any event, investors in our common stock could lose all or
part of their investment.





We are dependent
upon receipt of additional working capital to fund our business plan. Our
working capital at September 30, 2009 was insufficient to fund our business
plan. We will require additional capital to continue our business
operations.  We will need to obtain additional financing from outside
sources in order to continue to fund our business needs. There is no assurance
that funds will be available from any source or, if available, that they can be
obtained on terms acceptable to us. If we are unsuccessful in addressing these
needs, we may cease our business activities. As a result, investors may lose all
or a part of their investment.





Governmental laws
and regulations may add to our costs or limit our activities. Our
operations are affected from time to time in varying degrees by governmental
laws and regulations. We may be required to make significant capital
expenditures to comply with governmental laws and regulations. It is also
possible that these laws and regulations may in the future add significantly to
our operating costs or may significantly limit our activities.





Competition is
intense, and we have limited financial and personnel resources with which to
compete.We expect to be at a disadvantage when competing with many firms
that have substantially greater financial and management resources and
capabilities.





Lack of
Diversification.Our limited financial resources limit our ability to
diversify our operations. The inability to diversify activities into more than
one area will subject us to economic fluctuations within a particular business
or industry and therefore increase the risks associated with our
operations.





Acquiring a
property where the all-in cost which includes the purchase price, acquisition
cost and rehab expense exceeds the fair market value.We may
acquire a property and underestimate the actual rehab expenditure and therefore
pay to high of a purchase price to carry a property to
stabilization.  The timing of a transaction could go against us where
we acquire a property and the multifamily market deteriorates because of
economic conditions, supply and demand or other factors thus causing the value
of the property to decline.





Significant
changes in the economic conditions and financial markets.Any
changes in interest rates, unemployment rates and overall economic activity
could impact our ability acquire and consummate the sale of properties based on
our current plan.  Local market rents and occupancy levels could be
negatively impacted by new construction, excess inventory of multifamily housing
and availability of low interest mortgages for single family home
buyers.





Increases in
operating expenses.We may underestimate cost increases in labor,
material, insurance and other related costs necessary to bring acquired
properties up to standard for their intended market.





Dependence upon
Management.We are heavily dependent upon the skills, talents, and
abilities of Cyrus Boga, our current President, and Secretary, to implement our
new business plan.  The loss of the services of Mr. Boga would have a
material adverse effect upon our business and financial condition.





Dependence upon
Outside Advisors.To supplement the business experience of our employees,
we employ accountants, technical experts, appraisers, attorneys, or other
consultants or advisors. The selection of any


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such
advisors will be made by us without any input from stockholders. Furthermore, it
is anticipated that such persons may be engaged on an “as needed” basis without
a continuing fiduciary or other obligation to us or the
shareholders.  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.





While we
presently believe that we have adequate internal controls over financial
reporting, we will be required to evaluate our internal controls under Section
404 of the Sarbanes-Oxley Act of 2002 annually and any adverse results from such
evaluation could result in a loss of investor confidence in our financial
reports and have a material adverse effect on the price of our common
stock.Pursuant to Section 404 of the Sarbanes-Oxley Act of
2002, we have furnished a report by our management on internal controls for the
fiscal year ended May 31, 2009. Such a report contains, among other matters, our
assessment of the effectiveness of our internal controls over financial
reporting, including a statement as to whether or not our internal controls are
effective. This assessment must include disclosure of any material weakness in
our internal controls over financial reporting identified by our management.
While we believe our internal controls over financial reporting are effective as
of the date of this report, there is no assurance that we can retain that
control in the future, as our business expands. In addition, our evaluation of
the effectiveness of our internal controls will be subject to audit by our
independent registered accountants in the future and there is no assurance that
they will agree with our assessment. If we are unable to maintain the
effectiveness of our controls, or if our accountants do not agree with our
assessment in the future, investors could lose confidence in our financial
reports and our stock price may decline.





Because we do not
have an audit or compensation committee, shareholders will have to rely on our
Board of Directors, some members of which are also our executive officers and as
such are not “independent” as defined by a national securities exchange, to
perform these functions. We do not have an audit or compensation
committee. These functions are performed by our Board of Directors as a whole
and one of the members of our Board does not meet the definition of
“independent” under the rules of any national securities exchange. Since our
current Board members include members of management, there is a potential
conflict where these individuals participate in discussions concerning
management compensation and audit issues that may affect management
decisions.





Indemnification
of Officers and Directors.The Nevada Business Corporation Act provides
for the indemnification of 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 from their association with
or activities on 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 the Company 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.





Director’s
Liability Limited.The Nevada Business Corporation Act excludes personal
liability of directors 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 directors than otherwise would be the case. This
provision does not affect the liability of any directors under federal of
applicable state securities laws.





Item 2.  Unregistered Sales of Equity
Securities





On July
31, 2009, the Company issued 80,000,000 shares of unregistered common stock to
an accredited investor in respect of the acquisition to Tremont Fair Holdings,
Inc. The sole recipient of the shares in connection in connection of the
acquisition was an accredited investor as such term is defined under Rule 501 of
the Securities Act of 1933. 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 pursuant to the acquisition was exempt from
registration with the Securities and Exchange Commission pursuant to Section
4(2) of the Securities Act of 1933.





On August
19, 2009, as part of the settlement agreement with David Kittrell, the Company’s
former Chief Executive Officer, the Company issued to Mr. Kittrell 500,000
shares of unregistered common stock. No solicitation was made and no
underwriting discounts were given or paid in connection with this
transaction.


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The
Company believes that the issuance of shares pursuant to the acquisition was
exempt from registration with the Securities and Exchange Commission pursuant to
Section 4(2) of the Securities Act of 1933.





Item 3.  Defaults Upon Senior
Securities





None.





Item 4.  Submission of Matters to a
Vote of Security Holders.





None.





Item 5.  Other Information.





On August
19, 2009, the Company entered into an agreement with David Kittrell, the
Company’s former Chief Executive Officer, in settlement of amounts and other
obligations outstanding pursuant to his previous employment with the Company.
The settlement provides for the payment of $20,000 in cash, the sale and
transfer of all the Company’s shareholding in Xpention, Inc., previously a
wholly-owned subsidiary of the Company, and the issuance to Mr. Kittrell of
500,000 shares of restricted common stock of the Company in satisfaction of
accrued but unpaid employment compensation due to Mr. Kittrell of $420,000. For
the one-year period following the settlement agreement, the Company has the
option, for $20,000, to repurchase from Mr. Kittrell up to twenty percent (20%)
of the greater of (a) the Xpention shares transferred to Mr. Kittrell, or (b)
the number of Xpention shares outstanding on a fully-diluted basis.





Item 6.  Exhibits.





Exhibit No.
            Description31*
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200232*
            Certifications
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002





*      Filed
herein.























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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 thereunto
duly authorized.





APC
      GROUP, INC.Date:
      November 13, 2009
            By:
      /s/ Cyrus
      Boga
              Name:
      Cyrus Boga
              Title:
      President and Chief Executive
Officer





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