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

# FORM 10-QSB

(Mark One)

| | X | QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly
period ended June 30,2004.
| | - | ------------------------------------------------------------------------------------------------------------------------------

| | _ | TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
| | - | ---------------------------------------------------------------

TALLY-HO VENTURES, INC. a Delaware
corporation 518 Oak Street #2 Glendale, CA 91204 (818) 550-7886 
phone

IRS Employer
Identification Number: 43-1988542

Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 such filing requirements for the past 90 days. Yes
X No _

Number of shares outstanding of each
of Tally-Hos classes of common equity, as of the latest practicable date:

Common Stock: 46,340,875 as of July 31, 2004.

TALLY-HO VENTURES, INC. 
[a development stage
corporation] BALANCE SHEET as of June 30, 2004 [unaudited]

|                                         | 
|---------------------------------------- | 
|ASSETS                                   | 
|Current Assets                           | 
|Cash - General Account                   | 
|Cash - Production Account                | 
|Cash - Distribution & Exhibition Account | 
|                                         | 
|                                         | 
|Total Assets                             | 
|                                         | 
|                                         | 
|LIABILITIES AND STOCKHOLDERS' EQUITY     | 
|LIABILITIES                              | 
|Current Liabilities                      | 
|Notes Payable to Shareholders            | 
|                                         | 
|                                         | 
|Total Liabilities                        | 
|STOCKHOLDERS' EQUITY                     | 
|Common stock, $0.001 par, 75,000,000     | 
|shares authorized, 46,275,875 shares     | 
|issued and outstanding                   | 
|Additional paid-in capital               | 
|Accumulated deficit                      | 
|                                         | 
|                                         | 
|Total Stockholders' Equity               | 
|                                         | 
|                                         | 
|Total Liabilities and Stockholders'      | 
|Equity                                   | 
|                                         | 
|                                         | 

F-1

TALLY-HO VENTURES, INC. 
[a development stage corporation] STATEMENT OF EXPENSES Three months ended June
30, 2004, Six months ended June
30, 2004, Three months ended June
30, 2003, Six
months ended June 30, 2003, and the period from November 21, 2002 (Inception) through June
30, 2004

|                   | 4/1 -
6/30,
2004 | 1/1 -
6/30,
2004 | 4/1 -
6/30,
2003 | 1/1 -
6/30,
2003 | Inception
through
6/30/2004
|------------------ | ---------------- | ---------------- | ---------------- | ---------------- | ---------------------------
|Administrative     |                  |                  |                  |                  |                            
|expenses           |                  |                 
|paid in            |                  |                 
|cash               |                  |                  | $                | 2,918            |                            
|paid in            |                  |                 
|stock              |                  |                  |                  | --               |                            
|imputed            |                  |                 
|interest           |                  |                  |                  | 121              |                            
|                   |                  |                  |                  |                  |                            
|Net loss           |                  |                  | $                | (3,039           | )                          
|                   |                  |                  |                  |                  |                            
|                   |                  |                  |                  |                  |                            
|Net loss per share |                  |                  |                  | (0.00            | )                          
|Weighted average   |                  |                 
|common shares      |                  |                 
|outstanding        |                  |                  |                  | 44,471,333       |                            

F-2

TALLY-HO VENTURES, INC. 
[a development stage corporation] STATEMENT OF CASH FLOWS Six months ended June
30, 2004, Six months ended June 30, 2003, and period from November 21, 2002 (Inception) through June 30,
2004

|                               | 1/1 -
6/30,
2004 | 1/1 -
6/30,
2003 | Inception
through
6/30/2004
|------------------------------ | ---------------- | ---------------- | ---------------------------
|CASH FLOWS FROM OPERATING      |                  |                  |                            
|ACTIVITIES                     |                  |                 
|Net loss                       |                  |                  | $                          
|Adjustments to reconcile       |                  |                 
|net loss to cash used          |                  |                 
|in operating                   |                  |                 
|activities:                    |                  |                 
|Stock issued to founders       |                  |                  |                            
|Stock issued for services      |                  |                  |                            
|Imputed interest on notes      |                  |                 
|payable to shareholders        |                  |                  |                            
|Changes in Accounts Payable    |                  |                  |                            
|                               |                  |                  |                            
|NET CASH USED IN OPERATING     |                  |                 
|ACTIVITIES                     |                  |                  |                            
|                               |                  |                  |                            
|CASH FLOWS FROM INVESTING      |                  |                 
|ACTIVITIES                     |                  |                 
|Loans to related party         |                  |                  |                            
|Proceeds from repayment of     |                  |                 
|loan to related party          |                  |                  |                            
|                               |                  |                  |                            
|NET CASH USED IN INVESTING     |                  |                 
|ACTIVITIES                     |                  |                  |                            
|                               |                  |                  |                            
|CASH FLOWS FROM FINANCING      |                  |                 
|ACTIVITIES                     |                  |                 
|Proceeds from notes payable    |                  |                 
|to shareholders                |                  |                  |                            
|Payments on notes payable      |                  |                 
|to shareholders                |                  |                  |                            
|Stock issued for cash          |                  |                  |                            
|                               |                  |                  |                            
|NET CASH PROVIDED BY FINANCING |                  |                 
|ACTIVITIES                     |                  |                  |                            
|                               |                  |                  |                            
|NET CHANGE IN CASH             |                  |                  |                            
|Cash balance, beginning        |                  |                  |                            
|                               |                  |                  |                            
|Cash balance, ending           |                  |                  | $                          
|                               |                  |                  |                            
|CASH PAID FOR:                 |                  |                 
|Interest                       |                  |                  | $                          
|Income taxes                   |                  |                  | $                          
|SCHEDULE OF NON-CASH           |                  |                 
|INVESTING AND FINANCING        |                  |                 
|Common stock issued            |                  |                 
|for services                   |                  |                  | $                          

F-3

TALLY-HO VENTURES, INC.,
[a development stage corporation] NOTES TO FINANCIAL
STATEMENTS

NOTE 1  BASIS OF
PRESENTATION

The accompanying unaudited interim
financial statements of Tally-Ho Ventures, Inc. (Tally-Ho) 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 (SEC), and
should be read in conjunction with the audited financial statements and notes thereto
contained in Tally-Hos Form 10-KSB filed with the SEC. 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. The results of operations for interim periods are
not necessarily indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosures contained in the
audited financial statements for fiscal year 2003 as reported in the 10-KSB have been
omitted.

NOTE 2  SIGNIFICANT
EVENTS

On June 12, 2004, the Board of Directors
of Tally-Ho resolved to conduct a private placement offering of 3,000,000 of its common
shares of stock at a price of $0.02 per share. The offering was conducted from June 12,
2004  July 13, 2004 pursuant to an exemption from registration under Section 5 of
the Securities Act of 1933, as amended.

2,125,000 shares were issued to 12
investors in the state of California. A total of $42,500 was raised, including $1,300
raised after June 30, 2004.

NOTE 3  RELATED
PARTY TRANSACTIONS

Treasurer Ariella Kapelner loaned the
Company $900 in the six months ended June 30, 2004. President and Chairman of the Board
Tal L. Kapelner loaned the Company $375 in the six months ended June 30, 2004, and
Vice-President, Secretary and Director Cheney A. Shapiro loaned the Company $375 in the
six months ended June 30, 2004.

Additionally, imputed interest of
$224 for the six months ended June 30, 2004 was contributed to capital by holders of the
notes, and was recorded as paid-in capital.

Further, Tal L. Kapelner purchased
137,500 shares of stock of the Company in the private placement offering described in Note
2 for $2,750, and Cheney A. Shapiro purchased 425,000 shares of stock of the Company in
the private placement offering described in Note 2 for $8,500.

# Item 2.
Managements Plan of Operation.

FORWARD-LOOKING STATEMENTS

This report contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements
relate to future events or the Companys future financial performance. The Company
intends the forward-looking statements throughout this quarterly report and the
information incorporated by reference to be covered by the safe harbor provisions for
forward-looking statements. All projections and statements regarding the Companys
expected financial position and operating results, its business strategy, its financing
plans and the outcome of any contingencies are forward-looking statements. These
statements can sometimes be identified by the use of forward-looking words such as
may, believe, plan, will,
anticipate, estimate, expect, intend, and
other words and phrases of similar meaning. Known and unknown risks, uncertainties and
other factors could cause the actual results to differ materially from those contemplated
by the statements. The forward-looking information is based on information available as of
the date of this report on Form 10-KSB and on numerous assumptions and developments that
are not within our control. Although the Company believes these forward-looking statements
are reasonable, the Company cannot assure you they will turn out to be correct.

The amount of cash we currently have
on hand, as of July 31, 2004, is $39,531, and the amount of working capital we have 
which is current assets minus current liabilities  is $33,063. As of the end of our
last quarter, on June 30, 2004, we had $39,601 cash on hand. The amount of cash we will
need to operate our business over the next 12 months is $10,200 for administrative
expenses and approximately $60,000 for production and operating costs, for a total of
$70,200. The amount of cash we have on hand is sufficient to satisfy our cash requirements
for administrative expenses over the next year, but insufficient to pay for some of our
operational and production costs. Without an infusion of cash from future money raises, we
will only be able to produce approximately 50% of the entertainment products we have
slated for production over the next 12 months.

Recent Activities That We Are
Cultivating For Near-Term Development. In the fourth quarter of 2003, we began our
second major project, a television pilot for a new original series entitled The
Boiler Twins. Through that project, we were able to land the Screen Actors Guild
contract which legitimized us as an official registered signatory producer to the Screen
Actors Guild (SAG), giving us the right to hire any actor of any prominence for any future
project (see Section 6., Agreements, Contracts, Etc.). Additionally, work on any of our
projects qualifies a non-union actor to join the SAG union. We look forward to completing
and marketing the Boiler Twins project as part of our future plans for later
this year (see below).

Earlier this year, we have been very
active in lining up contracts with key creative below-the-line talent,
including contracts with music scoring and editing companies, as well as a consulting
contract with well-known director and producer Eric Shermans company Film Transform,
Inc. (Eric Sherman CV attached to Consulting Contract in Section 6., Agreements,
Contracts, Etc.)

We have also landed an important
co-production and development deal with Scott Caan, son of actor James Caan and an actor
in his own right, and his partner Jayson Diola. It gives us exclusive right to produce a
rough version of their television pilot, subject to raising $10,000 over the
following year (see Section 6., Agreements, Contracts, Etc.). And due to our successful
money raise in June and July of this year (see below) we have tentatively added this
project to our production slate (see below), subject to, inter alia, the availability of
actor Scott Caan. We believe that this will give us the exposure in the industry to
enhance our marketing plan and launch many of our future entertainment products.

We submitted a proposal to associates
of rap music group Lil Jon to produce a music video for one of the tracks from their 2002
album Kings of Crunk, and are waiting to hear back from them.

Finally, we completed a second stock
offering. This stock offering, which began June 12 and closed July 13, 2004, was a private
stock offering, and 2,125,000 restricted shares were issued at $0.02 per share to 12
investors. A total of $42,500 was raised through this offering, the proceeds from which
will be used to pay administrative expenses, as well as complete the projects begun to
this point and produce new ones (see below for production slate).

Production Plans (Summary of
Product Development). Over the next 12 months, we plan to a) complete the two major
projects we have under way so far  the short film entitled The G! True
Tinseltown Tale: Dude, Wheres My Car? and the rough television pilot The
Boiler Twins  and b) produce a minimum of 7 super-short films (under ten
minutes long) films and 3-4 short films (10-40 minutes long). Based upon our experience,
we anticipate each of these products to have a completion timeframe of 2-4 months each,
from pre-production to post-production, subject to additional, future financing.

G! Dude?        
    Regarding the
completion and marketing of our first entertainment product, a short film shot on digital
video entitled The G! True Tinseltown Tale: Dude, Wheres My Car?
(G! Dude?), the specific steps we still are taking to accomplish this are: a)
have director, producers and editor work together to cut the footage together into a final
film, adding any visual or sound effects, additional dialogue recording, narration,
additional footage, etc.; b) produce copies of the finished film in whichever media is
deemed suitable; and c) distribute and market the finished product.

The cost of these steps is likely to
be approximately $3,000 and due to our successful money raise in June and July this year,
we anticipate taking September  November, 2004 to complete this project.

Worst Car Parker Ever        
Following completion of the G! Dude? project, we shall begin the next project on our
slate, a web-exclusive video vignette featuring two sets of teams, each with their own
car, attempting to garner the most number of parking tickets in one day in the Greater Los
Angeles Area. The steps we will need to take to accomplish this are:

| | a) | complete
a treatment and detailed outline of the vignette;
| | -- | ----------------------------------------------------------

| | b) | decide
on a director and producers;
| | -- | -----------------------------------

| | c) | develop
a budget and production schedule;
| | -- | -----------------------------------------

| | d) | finance
the project;
| | -- | --------------------

| | e) | prepare
paperwork for, and sign with, actors union;
| | -- | ---------------------------------------------------

| | f) | sign
with payroll company and prepare employer tax and workers compensation obligations;
| | -- | -----------------------------------------------------------------------------------------

| | g) | decide
on who will participate in the vignette, cast any roles           as needed;
| | -- | -----------------------------------------------------------------------------------

| | h) | hire
all needed crewmembers;
| | -- | ----------------------------

| | i) | purchase
or otherwise secure props, wardrobe and filmmaking equipment;
| | -- | ----------------------------------------------------------------------

| | j) | shoot
the action of each of the two teams as they wander around L.A. in search of parking
enforcement    officers to ticket their cars;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------

| | k) | complete
final tax and union paperwork;
| | -- | ---------------------------------------

| | l) | hire
editor to catalogue all of the footage shot;
| | -- | -------------------------------------------------

| | m) | have
director, producers and editor work together to cut the footage together into a final
vignette, adding any visual or    sound effects, additional dialogue recording,
narration, additional footage, etc.; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | n) | upload
finished vignette to website.
| | -- | ------------------------------------

We project a cost of $5,000 for this
project from start to finish. Due to our successful money raise of $42,500 completed in
July, 2004, we anticipate starting this project in November 2004, once weve
completed the G! Dude? short film, and uploading the finished product in December 2004.

The Philosophy Behind Fart
Jokes The largest project we have planned in the next 12 months is to produce and
screen a pilot episode of our newest planned television show, The Philosophy Behind
Fart Jokes, which we have designed to be a behind-the-scenes reality-based
television show which will feature edited footage of three writing partners coming
together at a table to write a comedy sketch of their choosing. The first two-thirds of
the show will contain this footage showing the writers attempting to put funny material
down on paper in the form of a five-minute comedy skit. The final 5-10 minutes of the
program will feature professional actors actually performing the skit the writers just
completed writing, as well as bonus behind-the-scenes footage showing the actors first
reading their lines and rehearsing. The specific steps for completing this milestone will
be

| | a) | write a
detailed treatment and outline of the action in the episode;
| | -- | --------------------------------------------------------------------

| | b) | decide
on a director and producers;
| | -- | -----------------------------------

| | c) | develop
a budget and production schedule;
| | -- | -----------------------------------------

| | d) | finance
the project;
| | -- | --------------------

| | e) | prepare
paperwork for, and sign with, actors union;
| | -- | ---------------------------------------------------

| | f) | sign
with payroll company and prepare employer tax and workers          compensation
obligations;
| | -- | --------------------------------------------------------------------------------------------------

| | g) | cast
all roles;
| | -- | ---------------

| | h) | find
and secure studio sets for           shooting;
| | -- | ---------------------------------------------------

| | i) | hire
all needed crewmembers;
| | -- | ----------------------------

| | j) | purchase
or otherwise secure props,           wardrobe and filmmaking equipment;
| | -- | --------------------------------------------------------------------------------

| | k) | prepare
food and beverage service for the           cast and crew on set and make other
preparations before shooting;
| | -- | ---------------------------------------------------------------------------------------------------------------------

| | l) | shoot
the           documentary footage of the three writers writing a skit together;
| | -- | -------------------------------------------------------------------------------------

| | m) | shoot
          documentary footage of actors receiving the material the writers just wrote,
          rehearsing and then performing the skit;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------

| | n) | complete
final tax and union           paperwork;
| | -- | -------------------------------------------------

| | o) | hire
editor to catalogue all of the footage shot;
| | -- | -------------------------------------------------

| | p) | have
director, producers and editor work together to cut the footage together into a
          final film, adding any visual or sound effects, additional dialogue recording,
          narration, additional footage, etc.;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | q) | produce
copies of the finished film in           whichever media is deemed suitable; and
| | -- | ----------------------------------------------------------------------------------------

| | r) | distribute
and market the finished           product through the various methods discussed above in
the section Business of           Issuer.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------

The timeframe for completing this
project, because of our successful stock offering completed in July, 2004, is expected to
be five months from writing the treatment to screening the finished pilot to members of
the entertainment industry and others. We anticipate working on this project from December
of 2004 to the end of May 2005, and spending $40,000 to produce and market it. We will
likely need to conduct a future money raise in order to complete the financing of this
project, or use funds from anticipated operations through our subcontracting contract with
Viscount Productions beginning next year.

Delux Beauty        Although we do
not have as yet a firm placement in our production schedule for this project due to
uncertainties with actors schedules, clearance of the project through all
parties agents and managers, and other factors, the sitcom pilot Delux
Beauty, a property developed by Jason Diola and Scott Caan and exclusively the right
of Tally-Ho to produce (see Section 6., Agreements, Contracts, Etc.), is being slated
tentatively for production in the next six months, due to our successful money raise in
June and July, 2004, which satisfied the requirements of the contract with Diola and Caan
to trigger production.

In addition to the above-mentioned
creative projects, we have many ideas in development for our short and super short films,
including a spoof of Viacoms basic cable channel MTV, tentatively titled 20
Things You Wont See on MTV (Like Dignity)"; a parody of the television series
Inside the Actors Studio; a parody of television shows featuring
bloopers and practical jokes; a parody of the television show The Love Boat
tentatively titled The Like Boat; and two short films: first, a comedy
centering on new Hollywood writers in training as they write some of their first scripts,
which we bring to life on screen to show the absurdity of the ideas; and second, a
dramatic short film about a group of psychiatrists influence in the loss of
individual liberty and freedom in the U.S., both of which short films we may use as a tool
to develop funding from investors for shooting a feature-length version of the same film.

Marketing plans. We also plan
to step up our marketing efforts, subject to future financing, of both our company as a
whole as well as our indidividual projects. We look forward to more screenings of our
first short film, The G! True Tinseltown Tale: Dude, Wheres My Car?", as
well as distributing DVD and/or VHS copies of the film to key entertainment industry
players, as we detail in our prospectus and subsequent filings. We also plan to distribute
copies of our television pilot The Boiler Twins in the hopes of gaining
sufficient interest from television programmers. To publicize our company as a whole, and
drive viewers to our website, we may place some of our written works  currently
available through our website www.tallyhoventures.com  in the form of an ad
placed in entertainment industry trade publications like Hollywood Reporter and Variety,
and we may also advertise on-line in certain websites we feel may garner the greatest
amount of exposure to our target demographic. Our marketing strategy in this area is to
advertise counter-intuitively on sites that are not particularly known for their
entertainment industry content, and are not widely advertised on at all, such as political
weblogs like andrewsullivan.com, wonkette.com and instapundit.com, thereby reaching a
powerful and affluent demographic without much competition from other advertisers, in
particular those from the entertainment industry.

Plant and Significant Equipment
.. We do not expect any purchase or sale of any plant or significant equipment assets
in the next 12 months. We may lease additional office and studio space, depending upon the
success of future money raises. Currently we use dedicated office and small studio space
provided free of charge by our president, Tal L. Kapelner.

Number of Employees. Our
current number of employees is zero. We do not expect a significant change in the number
of employees in the next 12 months. If future money raises were to prove especially
successful, we may hire our three officers as employees, for a total of three employees.

OFF-BALANCE SHEET
ARRANGEMENTS

We have no off-balance sheet
arrangements.

# Item 3. Controls and
Procedures

It is Managements
responsibility for establishing and maintaining adequate internal control over financial
reporting for Tally Ho. It is the Presidents and Treasurers ultimate
responsibility to ensure the Company maintains disclosure controls and procedures designed
to provide reasonable assurance that material information, both financial and
non-financial, and other information required under the securities laws to be disclosed is
identified and communicated to senior management on a timely basis. The Companys
disclosure controls and procedures include mandatory communication of material events,
management review of monthly, quarterly and annual results and an established system of
internal controls.

As of June 30, 2004, management of
the Company, including the President and Treasurer, conducted an evaluation of the
effectiveness of the design and operation of the Companys disclosure controls and
procedures with respect to the information generated for use in this Quarterly Report.
Based upon and as of the date of that evaluation, the President and Treasurer have
concluded the Companys disclosure controls were effective to provide reasonable
assurance that information required to be disclosed in the reports that the Company files
or submits under the relevant securities laws is recorded, processed, summarized and
reported within the time periods specified in the Commissions rules and forms. There
have been no changes in the Companys internal control over financial reporting
during the period ended June 30, 2004, that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial reporting.

It should be noted that while the
Companys management, including the President and Treasurer, believes the
Companys disclosure controls and procedures provide a reasonable level of assurance,
they do not expect that the Companys disclosure controls and procedures or internal
control over financial reporting will prevent all errors and all fraud. A control system,
no matter how well conceived or operated, can provide only reasonable, not absolute,
assurance the objectives of the control system are met. Further, the design of a control
system must reflect the fact there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance all control
issues and instances of fraud, if any, have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and breakdowns can
occur because of simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people, or by management
override of the controls. The design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be no assurance
any design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control system, misstatements due to errors or
fraud may occur and not be detected.

# PART II  OTHER
INFORMATION

# Item 2. Changes in
Securities.

(c)    
          From June 12  July 13, 2004, 2,125,000 restricted shares of Tally
          Hos Common Stock were issued to 12 investors who purchased the shares
          through a private placement offering. The total offering price was $60,000, of
          which $42,500 was sold. There were no underwriting discounts or commissions.

The securities in this private
placement offering were issued pursuant to section 4(2) of the Securities Act of 1933, as
amended, without registration under section 5. The facts relied upon to make the exemption
available included the positive affirmation by all investors that they each had either a
pre-existing personal or business relationship with the company, or else had the capacity
to protect their own interest in connection with their investment through their business
and/or financial experience; that they each had familiarity with the companys
business; that they were purchasing for their own account and not with a view to or for
sale in connection with any distribution of the security; and that they were not offerred
or sold any shares in the offering through advertising.

# Item 6. Exhibits and
Reports on Form 8-K.

(a)    
          Index of Exhibits:

| | 31.1 | Certification of President pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a),
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certification of Treasurer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a),
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certification
of President pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------

| | 32.2 | Certification
of Treasurer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------

(b)     No
reports on Form 8-K were filed during the quarter for which this report is
          filed.

# SIGNATURES

In
accordance with the requirements of the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                                                                                              |                                                                                                                                          
|--------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------
|Date  August 10, 2004  
                       
                       
Date  August 10, 2004 | TALLY-HO VENTURES, INC.
         (Registrant)/s/ Tal L. Kapelner
Tal L. Kapelner
President/s/ Ariella Kapelner
Ariella Kapelner
Treasurer