**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**





[X]
      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 for the quarterly period ended September 30, 2007





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





Commission
      file number:  333-104631





**Premier
      Wealth Management, Inc.**


(Exact
      name of small business issuer as specified in its charter)





Delaware
            43-1988542(State
                or other jurisdiction of
              incorporation
                or organization)
            (IRS
                Employer Identification No.)





Elenion
      Building 5, Them. Dervis Street, 3rd Floor, CY-1066 Nicosia, Cyprus


Address
      of principal executive offices





011-357
      22 503 212


(Issuer's
      telephone number)





Check
      whether the issuer (1) filed all documents and reports required to be filed
      by
      Section 13 or 15(d) of the Exchange Act during the last 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 [X] Yes [ ] No





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [ ] No [X]





There
      were 23,580,767 common stock shares issued and outstanding as of November 14,
      2007.





Transitional
      Small Business Disclosure Format (Check one):  Yes
      [ ]  No
      [X]







Premier
                Wealth Management, Inc.Table
                of ContentsPart
                I.
            Financial
                InformationItem
                1.
            Financial
                Statements (Unaudited)Consolidated
                Balance SheetsSeptember
                30, 2007 and December 31, 2006Consolidated
                Statements of Operationsthree
                and nine months ended September 30, 2007 and 2006Consolidated
                Statements of Cash Flowsnine
                months ended September 30, 2007 and 2006Notes
                to Consolidated FinancialInformation
                September 30, 2007Item
                2.
            Management's
                Discussion and Analysis of Financial Conditionand
                Results of OperationItem
                3.
            Controls
                and ProceduresPart
                II.
            Other
                InformationItem
                1.
            Legal
                ProceedingsItem
                2.
            Unregistered
                Sales of Equity and Use of ProceedsItem
                6.
            ExhibitsSignatures








-2-




**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





These
      financials have not been reviewed by our independent registered public
      accounting firm





The
      accompanying unaudited consolidated financial statements of Premier Wealth
      Management, Inc. for the nine months ended September 30, 2007 have been prepared
      by our management and do not include all information and notes to the financial
      statements necessary for a complete presentation of the financial position,
      results of operations, and cash flows in conformity with accounting principles
      generally accepted in the United States of America. In the opinion of
      management, all adjustments considered necessary for a fair presentation of
      the
      results of operations and financial position have been included and all such
      adjustments are of a normal recurring nature.





Operating
      results for the nine months ended September 30, 2007, are not necessarily
      indicative of the results that can be expected for the year ending December
      31,
      2007.


-3-





**Premier
                Wealth Management, Inc.****(formerly
                Tally-Ho Ventures, Inc)****Consolidated
                Balance Sheets****(unaudited)**




**June
                30,**
            
            **December
                31,****2007**
            
            **2006****(restated)****ASSETS****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            720,164
            
            $
            447,454Marketable
                securities
            
            
            71,136
            
            
            388,576Accounts
                receivable
            
            
            62,813
            
            
            113,316Prepaid
                expenses
            
            
            10,627
            
            
            94,169Total
                current assets
            
            
            864,740
            
            
            1,043,515Property
                and equipment, net
            
            
            73,345
            
            
            59,141Intangibles,
                net
            
            
            149,365
            
            
            -Deposits
            
            
            41,321
            
            
            -Customer
                list, net
            
            
            6,151,561
            
            
            7,329,520Goodwill
            
            
            198,779
            
            
            198,779Assets
                from discontinued operations
            
            
            18,644,702
            
            
            17,931,538**TOTAL
                ASSETS**
            
            $
            26,123,813
            
            $
            26,562,493**LIABILITIES
                AND SHAREHOLDERS’ EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            424,468
            
            $
            556,243Due
                to related party
            
            
            245,817
            
            
            -Accrued
                expenses
            
            
            333,697
            
            
            1,077,832Short
                term debt
            
            
            2,080,000
            
            
            5,659,656Stock
                payable
            
            
            81,196
            
            
            874,392Liabilities
                from discontinued operations
            
            
            8,266,619
            
            
            8,813,198Put
                option liabilities
            
            
            3,000,000
            
            
            4,056,240Derivative
                liability
            
            
            -
            
            
            1,559,055Total
                current liabilities
            
            
            14,431,797
            
            
            22,596,616**MINORITY
                INTEREST**
            
            
            -
            
            
            -**SHAREHOLDERS’
                EQUITY**Common
                stock, $0.001 par value; 75,000,000 shares authorized;21,782,582
                and 14,192,162 shares issued and outstanding
            
            
            23,481
            
            
            14,193Additional
                paid-in-capital
            
            
            14,229,841
            
            
            6,395,508Other
                comprehensive gain (loss)
            
            
            1,006,693
            
            
            (66,016
            )Accumulated
                deficit
            
            
            (3,567,999
            )
            
            (2,377,808
            )Total
                shareholders’ equity
            
            
            11,692,016
            
            
            3,965,877**TOTAL
                LIABILITIES AND SHAREHOLDERS’ EQUITY**
            
            $
            26123813
            
            $
            26,562,493The
                accompanying notes are an integral part of the financial
                statements.




-4-




Premier
                Wealth Management, Inc.(formerly
                Tally-Ho Ventures, Inc.)Consolidated
                Statements of Operations(unaudited)




For
                the Three Months Ended
            
            For
                the Nine Months Ended(restated)
            
            
            
            (restated)September
                30, 2007
            
            September
                30, 2006
            
            September
                30, 2007
            
            September
                30, 2006Advisory
                commissions received
            
            $
            825,318
            
            $
            286,139
            
            $
            3,455,771
            
            $
            286,139Commissions
                paid to advisors
            
            
            (374,128
            )
            
            (97,115
            )
            
            (1,048,263
            )
            
            (97,115
            )Selling
                general & administrative
            
            
            (1,512,088
            )
            
            (353,433
            )
            
            (3,356,853
            )
            
            (363,749
            )Depreciation
                & amortization
            
            
            (407,480
            )
            
            (131,053
            )
            
            (1,192,786
            )
            
            (131,053
            )INCOME
                (LOSS) FROM OPERATIONS
            
            
            (1,468,378
            )
            
            (295,462
            )
            
            (2,142,131
            )
            
            (305,778
            )Other
                Income (Expense):Interest
                income
            
            
            27,872
            
            
            188
            
            
            64,553
            
            
            188Interest
                expense
            
            
            (147,109
            )
            
            (87,591
            )
            
            (299,571
            )
            
            (1,704,776
            )Liquidated
                damages
            
            
            (81,196
            )
            
            -
            
            
            (81,196
            )
            
            -Gain
                (loss) from derivatives
            
            
            -
            
            
            (172,341
            )
            
            -
            
            
            176,233LOSS
                BEFORE INCOME TAX
            
            
            (1,668,811
            )
            
            (555,206
            )
            
            (2,458,345
            )
            
            (1,834,133
            )Income
                tax expense
            
            
            (6
            )
            
            (25,991
            )
            
            (821
            )
            
            (25,991
            )LOSS
                FROM CONTINUING OPERATIONS
            
            
            (1,668,817
            )
            
            (581,197
            )
            
            (2,459,166
            )
            
            (1,860,124
            )Gain
                from sale of discontinued operations
            
            
            -
            
            
            -
            
            
            -
            
            
            1,292,498Income
                from discontinued operations
            
            
            1,355,662
            
            
            516,863
            
            
            1,224,085
            
            
            472,163NET
                LOSS
            
            $
            (368,899
            )
            $
            (64,334
            )
            $
            (1,235,081
            )
            $
            (95,463
            )BASIC
                & DILUTED NET LOSS PERSHARE
            
            $
            (0.02
            )
            $
            (0.01
            )
            $
            (0.06
            )
            $
            (0.01
            )DISCONTINUED
                OPERATIONS
            
            
            0.06
            
            
            0.04
            
            
            0.06
            
            
            0.05CONTINUING
                OPERATIONS
            
            
            (0.08
            )
            
            (0.05
            )
            
            (0.12
            )
            
            (0.05
            )BASIC
                & DILUTED WEIGHTEDAVERAGE
                SHARES OUTSTANDING
            
            
            **21,981,580**
            
            
            **12,170,606**
            
            
            **20,987,917**
            
            
            **10,333,583**The
                accompanying notes are an integral part of the financial
                statements.




-5-




(Premier
                Wealth Management, Inc.)(formerly
                Tally-Ho Ventures, Inc.)Consolidated
                Statement of Shareholders’ EquityNine
                Months Ended September 30, 2007(unaudited)




ADDITIONAL
            
            OTHER
            
            
            
            TOTALCOMMON
                STOCK
            
            PAID-IN
            
            COMPREHENSIVE
            
            ACCUMULATED
            
            SHAREHOLDERS’SHARES
            
            AMOUNT
            
            CAPITAL
            
            INCOME
            
            DEFICIT
            
            EQUITY(DEFICIT)Balance
                at December 31, 2006 (Restated)
            
            
            14,192,162
            
            $
            14,193
            
            $
            6,395,508
            
            $
            (28,506
            )
            $
            (2,332,918
            )
            $
            4,048,276Common
                shares issued for settlement of debt and accrued interest
            
            
            2,400,000
            
            
            2,400
            
            
            3,286,781
            
            
            -
            
            
            -
            
            
            3,289,181Settlement
                of derivative liability
            
            
            -
            
            
            -
            
            
            1,559,055
            
            
            -
            
            
            -
            
            
            1,559,055Common
                shares issued for prior year stock payable
            
            
            4,035,987
            
            
            4,036
            
            
            870,356
            
            
            -
            
            
            -
            
            
            874,392Common
                shares issued for services
            
            
            350,000
            
            
            350
            
            
            287,150
            
            
            -
            
            
            -
            
            
            287,500Common
                shares issued for cash, net of offering costs
            
            
            2,531,782
            
            
            2,531
            
            
            1,812,657
            
            
            -
            
            
            -
            
            
            1,815,189Repurchase
                and cancellation of treasury stock
            
            
            (279,164
            )
            
            (279
            )
            
            (206,416
            )
            
            -
            
            
            -
            
            
            (206,695
            )Stock
                issued for settlement of put option
            
            
            250,000
            
            
            250
            
            
            224,750
            
            
            -
            
            
            -
            
            
            225,000Other
                comprehensive income (loss):Translation
                adjustment
            
            
            -
            
            
            -
            
            
            -
            
            
            1,112,242
            
            
            -
            
            
            1,112,242Realized
                gain on marketable securities
            
            
            -
            
            
            -
            
            
            -
            
            
            (35,843
            )
            
            -
            
            
            (35,843
            )Realized
                loss settlement of put option
            
            
            -
            
            
            -
            
            
            -
            
            
            41,200
            
            
            -
            
            
            41,200Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,235,081
            )
            
            (1,235,081
            )Total
                comprehensive income (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (117,482
            )Balance
                at September 30, 2007
            
            
            23,480,767
            
            $
            23,481
            
            $
            14,229,841
            
            $
            1,089,093
            
            $
            (3,567,999
            )
            $
            11,774,416The
                accompanying notes are an integral part of the financial
                statements.




-6-




**Tally-Ho
                Ventures, Inc****Consolidated
                Statements of Cash Flows****(unaudited)****For
                the Nine Months Ended September 30,****(restated)****2007**
            
            **2006****Cash
                flows from operating activities**Net
                loss
            
            $
            (1,235,081
            )
            $
            (95,463
            )Net
                income from discontinued operations
            
            
            1,224,085
            
            
            472,163Net
                loss from continuing operations
            
            
            (2,459,166
            )
            
            (567,626
            )Adjustments
                to reconcile net loss from continuing operations to net cash flows
                used in
                operating activities:Stock
                for services
            
            
            287,500
            
            
            -Depreciation
            
            
            14,827
            
            
            4,113Amortization
                of customer list
            
            
            1,177,959
            
            
            130,884Amortization
                of debt discount
            
            
            274,535
            
            
            1,580,721Gain
                on sale of Belgravia Intervest Group
            
            
            -
            
            
            (1,292,498
            )Gain
                on sale of marketable securities
            
            
            (28,641
            )
            
            -Gain
                on derivative liability
            
            
            -
            
            
            (176,233
            )Legal
                expense related to restructuring of debt
            
            
            180,000
            
            
            -Stock
                issued for settlement of put option
            
            
            225,000
            
            
            -Changes
                in assets and liabilities:Accounts
                receivable
            
            
            50,503
            
            
            (421,442
            )Prepaid
                expenses and other current assets
            
            
            42,221
            
            
            199,658Accounts
                payable
            
            
            (131,775
            )
            
            (192,854
            )Accounts
                payable - related parties
            
            
            245,817
            
            
            -Stock
                payable
            
            
            81,196
            
            
            -Accrued
                expenses and other current liabilities
            
            
            (569,665
            )
            
            116,625Cash
                used in continuing operations
            
            
            (532,159
            )
            
            (618,652
            )Cash
                used in discontinued operations
            
            
            (35,657
            )
            
            (304,847
            )Net
                cash used in operating activities
            
            
            (567,816
            )
            
            (923,499
            )**Cash
                flows from investing activities**Additional
                investment in stock of Master Finance
            
            
            -
            
            
            (2,000,000
            )Cash
                received in Master Trust acquisition
            
            
            
            
            
            338,590Cash
                paid for additional interest in Master Finance
            
            
            1,092,560
            
            
            -Sale
                of marketable securities
            
            
            377,836
            
            
            -Purchase
                of marketable securities
            
            
            (67,599
            )
            
            -Sale
                of Belgravia Intervest Group
            
            
            -
            
            
            250,000Purchase
                of fixed assets
            
            
            (178,397
            )
            
            -Net
                cash used in investing activities from continuing
                operations
            
            
            (960,719
            )
            
            (1,411,410
            )**Cash
                flows from financing activities**Proceeds
                from sale of stock, net of offering costs
            
            
            1,815,189
            
            
            276,000Borrowings
                on debt
            
            
            -
            
            
            1,400,000Payments
                on short term debt
            
            
            (206,695
            )
            
            -Principal
                payments on debt
            
            
            (919,491
            )
            
            -Net
                cash provided by financing activities from continuing
                operations
            
            
            689,003
            
            
            1,676,000Currency
                translation adjustment
            
            
            1,112,242
            
            
            845,584


-7-




Net
                change in cash and cash equivalents
            
            
            272,710
            
            
            186,675**Cash
                and cash equivalents**Beginning
                of year
            
            
            447,454
            
            
            -End
                of period
            
            $
            720,164
            
            $
            186,675**Supplemental
                disclosures of cash flow information**Cash
                paid for interest
            
            $
            -
            
            $
            -Cash
                paid for taxes
            
            
            -
            
            
            -**Non
                Cash Investing and Financing Transactions:**Purchase
                of customer list with deposit
            
            
            676,936
            
            
            -Common
                stock issued for notes payable and accrued interest
            
            
            3,289,181
            
            
            -Debt
                assumed for treasury stock
            
            
            206,695
            
            
            -Dividend
                to minority interest
            
            
            129,282
            
            
            85,615Derivative
                liability settled with stock
            
            
            1,559,055
            
            
            -Common
                stock issued for stock payable
            
            
            874,392
            
            
            4,704,362Unrealized
                gain on marketable securities
            
            
            
            
            
            42,248Put
                option on stock issued for Master Trust acquisition
            
            
            -
            
            
            3,000,000Put
                option for additional interest in Master Finance
            
            
            -
            
            
            1,015,040Acquisition
                of Master Trust:Fair
                value of assets acquired
            
            
            -
            
            
            7,122,428Less:
                fair value of liabilities acquired
            
            
            -
            
            
            (829,223
            )Net
                assets acquired
            
            
            -
            
            
            6,293,205Non-cash
                consideration:-Stock
                payable for acquisition
            
            
            -
            
            
            780,000-Note
                payable assumed for acquisition
            
            
            -
            
            
            2,588,206-Shares
                issued for acquisition
            
            
            -
            
            
            2,925,000Total
                non-cash consideration
            
            
            -
            
            
            6,293,206The
                accompanying notes are an integral part of the financial
                statements.








-8-








Premier
      Wealth Management, Inc.


(formerly
      Tally-Ho Ventures, Inc.)


Notes
      to
      Consolidated Financial Statements


(Unaudited)




1.
      Basis
      of Presentation and Significant Accounting Policies




The
      accompanying unaudited consolidated financial statements of have been prepared
      in accordance with the rules and regulations of the Securities and Exchange
      Commission. Accordingly, they do not include all of the information and
      footnotes required by Generally Accepted Accounting Principles for complete
      financial statements. In the opinion of management, all adjustments necessary
      to
      present fairly the consolidated financial position of Premier Wealth Management,
      Inc. (“Premier” or the “Company”) as of September 30, 2007 and the results of
      its operations and cash flows for the three and nine month periods ended
      September 30, 2007 and 2006 have been included. The results of operations and
      cash flows for the three and nine month periods are not necessarily indicative
      of the results to be expected for any other interim period or the full year.
      The
      balance sheet at December 31, 2006 has been extracted from the audited financial
      statements for the year ended December 31, 2006 but does not include all the
      information and footnotes required by accounting principles generally accepted
      in the United States for complete financial statements. These consolidated
      financial statements should be read in conjunction with the audited consolidated
      financial statements and notes thereto for the year ended December 31, 2006.




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires estimates and assumptions
      that
      affect the reported amounts of assets and liabilities, revenues and expenses,
      and related disclosures of contingent liabilities in the consolidated financial
      statements and accompanying notes. Estimates are used for, but not limited
      to,
      valuation of investments, receivables valuation, sales returns, incentive
      discount offers, depreciable lives of fixed assets, valuation and lives of
      acquired intangibles, income tax, stock-based compensation, and contingencies.
      Actual results could differ materially from those estimates.





Revenue
      Recognition


Premier
      recognizes revenue when persuasive evidence of an arrangement exists, services
      have been rendered, the sales price is fixed or determinable, and collectibility
      is reasonably assured.





Premier’s
      subsidiaries provide financial advice to their clients and clients invest money
      based on advice of officers or consultants of the subsidiaries. The subsidiary
      is paid commissions on the basis of funds placed by the client with the
      investment product provider. Upon receipt of documents proving investment by
      the
      client, the transaction is considered complete and the commission can be
      considered earned.





For
      some
      client investments, the subsidiaries will arrange for bank loans to the clients
      to increase their investment amount. When this is arranged, the bank pays the
      subsidiaries a percentage of the margin charged by the banks for the loans
      made
      by the clients. These loan commissions are considered earned as funds are
      received from the banks. $0 and $1,119,078 was received related to these loan
      commissions for the three and nine months ended September 30, 2007,
      respectively.


-9-





Reclassifications


Certain
      prior year amounts have been reclassified to conform with the current year
      presentation.





Discontinued
      Operations


Premier
      presents the results of operations, financial position and cash flows of
      operations that have either been sold or that meet the criteria for "held for
      sale accounting" as discontinued operations. At the time an operation qualifies
      for held for sale accounting, the operation is evaluated to determine whether
      or
      not the carrying value exceeds its fair value less cost to sell. Any loss as
      a
      result of carrying value in excess of fair value less cost to sell is recognized
      in the period the operations meet held for sale accounting. Management judgment
      is required to (1) assess the criteria required to meet held for sale
      accounting, and (2) estimate fair value. Changes to the operation could cause
      it
      to no longer qualify for held for sale accounting and changes to fair value
      could result in an increase or decrease to previously recognized
      losses.





2.
      Going
      Concern




As
      shown
      in the accompanying financial statements, Premier had a working capital deficit
      as of September 30, 2007. This condition raises substantial doubt as to
      Premier’s ability to continue as a going concern. The financial statements do
      not include any adjustments that might be necessary if Premier is unable to
      continue as a going concern.




3.
      Purchase of Customer List





On
      January 3, 2007, Premier purchased the customer list of Primus Produkt &
Vertriebs- Management SA for $676,936. The customer list will be amortized
      over
      five years. This customer list is part of the ‘assets from discontinued
      operations’ in the accompanying balance sheet.




4.
      Common
      Stock





During
      the first quarter of 2007, Premier issued:





-
            965,971
                shares of common stock with 1,050,000 warrants for cash of $1,050,000.
                The
                relative fair value of the stock and warrants sold in the transaction
                was
                $661,216 and $388,784, respectively. The placement agent in the
                transaction received cash of $93,250, 88,462 shares of common stock
                valued
                at $107,650, and 95,000 warrants valued at $55,858. All warrants
                granted
                in these transactions have a term of 2 years and are exercisable
                at $2.00
                per share. The warrants were valued using a Black-Scholes model with
                the
                following inputs: 1) number of warrants, exercise price and term
                as set
                forth in the agreements 2) market price on the date of grant 3) volatility
                of 143% and 4) discount rate of 5.00%. The warrants were analyzed
                under
                FAS 133 and EITF 00-19 and were determined not to require derivative
                treatment. All stock and warrants issued in these transactions are
                subject
                to a registration rights agreement that requires the registration
                of the
                securities 180 days from closing which is August and September 2007
                or
                Premier will owe liquidated damages of 10% of the securities issued
                to
                each investor payable in common stock. As of September 30, 2007,
                Premier
                has not performed under the registration rights agreement and has
                accrued
                105,443 shares valued at $81,196 as a stock payable.


-
            900,000
                shares of common stock to settle $1,429,166 of short term loans consisting
                of principal of $1,400,000 and accrued interest of
                $29,166.


-10-


-
            1,500,000
                shares of common stock to settle its 1,300,000 Euro convertible note,
                at
                the same time eliminating its derivative liability. The principal
                and
                interest were $1,714,700 and $145,315, respectively.


-
            4,035,987
                shares of common stock for prior period stock payable totaling
                $874,932.


-
            100,000
                shares of common stock valued at $100,000 for
                services.





On
      June
      27, 2007, Premier agreed to purchase 600,000 shares of Premier common stock
      from
      an investor in exchange for paying $550,000 of the investors debts. During
      the
      third quarter of 2007, Premier paid $206,695 of the investors debt and received
      and canceled 279,164 shares of Premier’s common stock. As of November 19, 2007,
      the remaining shares and debt under the original agreement have not been
      exchanged.





During
      the third quarter of 2007, Premier issued:





-
            250,000
                shares of common stock valued at $187,500 for
                services.


-
            1,380,349
                shares of common stock and 1,380,349 warrants to purchase common
                stock at
                $1.40 per share, expiring three years from the date of issuance for
                aggregate proceeds of $970,000. Premier committed to pay the placement
                agent in the transaction cash of $111,561 and 97,000 shares of common
                stock and 97,000 warrants with an exercise price of $1.40. The warrants
                were analyzed under FAS 133 and EITF 00-19 and were determined not
                to
                require derivative treatment. All stock and warrants issued in these
                transactions are subject to a registration rights agreement that
                requires
                the registration of the securities 180 days from closing which is
                January
                2008 or Premier will owe liquidated damages of 10% of the securities
                issued to each investor payable in common
                stock.


-
            250,000
                shares valued at $225,000 for settlement of a prior year put option.
                See
                note 9 for details.




5.
      Restatement





As
      reported in the 8-K filed on November 2, 2007, in October 2007, Premier
      identified errors related to the December 31, 2006 financial statements. The
      accompanying Balance Sheet includes the restated amounts for December 31, 2006
      as noted in that 8-K.




Additionally,
      there were several errors identified in the previously filed September 30,
      2006
      financial statements. 6. Derivative




In
      January 2007, Premier issued shares to convert the note payable that contained
      an embedded conversion option derivative. The related derivative liability
      of
      $1,559,055 was removed as a credit to additional paid in capital due to
      settlement of the note payable and derivative in Premier’s common
      stock.




7.
      Discontinued Operations





On
      October 5, 2007, Premier received a notice of default from Protrust Financial
      Services S.A. (“Protrust”) as it relates to a $3,000,000 Promissory Note dated
      August 4, 2006 and due August 4, 2007 (the “Promissory Note”) which was issued
      by Premier as a purchase money note as part of the consideration for the
      acquisition of Master Trust S.A. (formerly a subsidiary of Protrust). This
      acquisition of Master Trust S.A., formerly known as Protrust Private Clients,
      S.A., (the “Protrust **** Acquisition”)
      was completed in August 2006 pursuant to a Share Pledge Agreement, a Put
      Option


-11-


Deed,
      a
      Transitional Services Agreement and a Sale and Purchase Agreement, the general
      terms of which were disclosed in previous filings. Pursuant to the terms of
      the
      Protrust Acquisition, and among other provisions, Premier (i) issued the
      $3,000,000 Promissory Note to Protrust, (ii) issued 1.5 million shares of
      Premier’s common stock to Protrust with a put option right to sell such shares
      back to Premier at $2.00 per share (or a total of $3,000,000), at any time
      between August 5, 2006 and August 4, 2007 and (iii) as a security for the
      Promissory Note, pledged Premier’s ownership interest in a separate Belgium
      located subsidiary, Master Finance Holdings, S.A., to Protrust under the Share
      Pledge Agreement (the “Pledge”).





The
      default notice presented by Protrust demanded payment of $1,927,605, the
      remaining principal balance of the Promissory Note, by October 12, 2007. On
      October 17, 2007 Premier received a notice through Protrust indicating that
      the
      Bailiff of the Luxembourg Court had sold Master Finance Holdings, S.A. by Public
      Auction at the Luxembourg Stock Exchange, with an effective date of October
      4,
      2007 for the sum of 100 Euros. This Public Auction was precipitated by
      Protrust’s Notice of Default which was served to Premier on October 5, 2007. In
      addition, on October 18, 2007, Premier received notice that the Put Option
      was
      exercised in July of 2007.





On
      October 22, 2007 Premier entered into a Settlement Agreement (the “Agreement”)
      with Protrust Financial Services Group S.A. (“Protrust”). The Agreement relates
      to the notice of default received from Protrust as it relates to a $3,000,000
      Promissory Note and the $3,000,000 put option. Pursuant to the terms of the
      Agreement, each party agreed that the total debt owed to Protrust by Premier
      was
      $5,079,858 (the "Debt") (being $180,000 in legal expenses, $1,900,000 under
      the
      Promissory Note and $3,000,000 under the Put Option). In accordance with the
      Agreement, the Company will pay Protrust a total of $3,000,000 in $1,000,000
      increments on November 9, 2007 (Premier defaulted on this payment), November
      30,
      2007 and December 31, 2007 as full satisfaction of all liabilities due Protrust.
      In addition, pursuant to the terms of the Agreement, the Company has granted
      Protrust a first lien over all the issued and outstanding shares of Master
      Trust
      S.A., a wholly-owned subsidiary of Premier. Such pledge will be released upon
      receipt upon the payment and receipt of the November 9, 2007 and November 30,
      2007 payments to Protrust.





Based
      on
      the above Premier determined that Premier’s subsidiary Master Finance Holdings,
      S.A. (“Master Finance”), should be accounted for as a discontinued operation as
      of September 30, 2007 with the assets and liabilities of Master Finance
      presented as ‘Assets of discontinued operations’ and ‘Liabilities of
      discontinued operations’ in the Balance Sheet and the income and expenses of
      Master Finance presented as ‘Loss from discontinued operations’ in the Statement
      of Operations. The following is a summary of information related to the
      discontinued operations:





Three
                  Months Ended
              
              Nine
                  Months EndedSeptember
                  30,
              
              September
                  30,2007
              
              2006
              
              2007
              
              2006Revenues
              
              $
              5,607,300
              
              $
              2,789,822
              
              $
              11,342,783
              
              $
              6,523,882Net
                  income (loss)
              
              
              1,355,662
              
              
              516,863
              
              
              1,224,085
              
              
              472,163


-12-


8.
      Purchase of Starobin Partners, Inc. Assets





On
      September 4, 2007, Premier signed an acquisition agreement relating to Premier’s
      acquisition of certain assets of Starobin Partners, Inc., a United States based
      holding company that holds equity interests in a wide range of private and
      publicly traded companies, in exchange for 750,000 shares of Premier’s Common
      Stock. In October 2007, Premier and Starobin agreed to suspend this acquisition
      until an unknown future date. Accordingly, the assets of Starobin are not
      presented in the accompanying Balance Sheet and the shares of Premier common
      stock have not treated as issued. As of November 19, 2007, Premier received
      back
      500,000 shares of the 750,000 shares and is to receive back the remaining
      250,000 shares of common stock by the end of November. All shares will be
      canceled until such time both parties agree to renegotiated terms.








9.
      Put
      Options





In
      May
      2006 Premier issued an investor a put option on 250,000 of Premier’s common
      shares the investor owned. The put could be exercised from May 1, 2007 through
      December 31, 2007. If exercised Premier has the option of paying $500,000 cash
      to the investor or issuing the investor 250,000 shares of common stock. The
      put
      was evaluated under FAS 150 and was determined to be equity and not a liability.
      During the third quarter of 2007, the put was exercised and Premier opted to
      issue the 250,000 shares of common stock which had a fair value of $225,000
      resulting in put option expense for the period.





In
      January 2006 Premier issued an investor a put option on 19,000 of Premier’s
      common shares the investor owned. The put could be exercised from September
      1,
      2007 through December 31, 2007. If exercised Premier has the option of paying
      $57,000 cash to the investor or issuing the investor 19,000 shares of common
      stock. The put was evaluated under FAS 150 and was determined to be equity
      and
      not a liability. As of September 30, 2007, the put has not been exercised by
      the
      holder.





-13-





**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operation**





**Caution
      Regarding Forward-Looking Information**





This
      report contains forward-looking statements within the meaning of Section 27A
      of
      the Securities Act. These statements relate to future events or the Company's
      future financial performance. We intend 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 our expected financial position and
      operating results, our business strategy, our 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. Although we believe these forward-looking statements are reasonable
      and our expectations are based on arguable assumptions, we cannot assure you
      these expectations will turn out to be correct. The statements contained in
      this
      report that are not historic in nature, particularly those that utilize
      terminology such as “may,” “will,” “should,” “expects,” “anticipates,”
“estimates,” “believes,” or “plans” or comparable terminology are
      forward-looking statements based on current expectations and assumptions. The
      forward-looking information is based on information available as of the date
      of
      this report on Form 10-QSB and on numerous assumptions and developments that
      are
      not within our control. The following discussion and analysis should also be
      read in conjunction with our unaudited financial statements and related notes
      included in this report and the “Forward Looking Statements” in above and the
“Risk Factors” set forth in our Annual Report on Form 10-KSB for the year ended
      December 31, 2006 and in our recent Quarterly Reports on Form 10-QSB, as well
      as
      other information in such reports and our Current Reports on Form 8-K, each
      as
      amended).





**Description
      of Business**





*History
      and Development of the Business*





Premier
      Wealth Management, Inc. (“we”, “us” “our” or the “Company”) was incorporated on
      November 21, 2002 as a Delaware corporation. It operated a nominal movie
      production business until May 2005 when it agreed to a reverse merger with
      Belgravia Intervest Group Limited. On September 26, 2007, the Company changed
      its name from Tally Ho Ventures, Inc., to Premier Wealth Management, Inc. The
      Company recently lost one of its two businesses, Master Finance, in a
      foreclosure action. In addition, the Company is may be declared in technical
      default under $3,000,000 of indebtedness owed to Protrust, as a result of
      amounts owed to them from our previous acquisition of their subsidiary. Among
      other rights, Protrust may have the right to seek damages as well as request
      the
      sale or foreclosure of Master Trust if it is not paid timely. (See “Subsequent
      Events” footnote to financials above, and additional information relating to
      Master Trust, below).





On
      May
      12, 2005, the Company exchanged 4,563,490 common shares and 11,059,745 options
      for 100% of the ownership interest in Belgravia Intervest Group Limited ("BIG"),
      an international business company registered in the British Virgin Islands.
      As a
      result of


-14-


recapitalization
      following this reverse merger, BIG became the operating company and the business
      plan associated with Tally-Ho prior to the transaction was
      abandoned.





On
      September 27, 2005, we purchased 85% of Master Finance Holdings SA, a
      Luxembourg-based company in the financial services industry. Master Finance
      Holdings SA and its two subsidiaries were acquired for $7,225,151, of which
      1.5
      million Euros was to be paid in cash, $100,000 to be paid in common shares
      at $5
      per share, 2.4 million in shares at the current market price and the remaining
      to be paid in the form of earn-out which was to be recorded as acquisition
      of
      minority interest. In April of 2006, we then acquired 2.5% of the 15% minority
      interest for 750,000 Euros. The Share Purchase Agreement, as subsequently
      amended and related agreements are incorporated by referenced into this filing
      form.





On
      December 15, 2005, we franchised the non-European distribution arm of BIG to
      Affinity Trust SA for 5 years with an option to the franchisee to acquire the
      ownership at the end of the franchising period. The franchise agreement called
      for the payment of $100,000 per calendar month, until maturity. Affinity Trust
      was a private wealth management firm with offices in a number of countries.
      Affinity Trust SA failed to perform under the franchise agreement and we
      cancelled the franchise agreement. We subsequently sold all of our interest
      in
      BIG to Centurion Finance, Inc on June 29, 2006 for $250,000.





On
      August
      4, 2006, we purchased 100% ownership of Protrust Private Clients SA from its
      parent company Protrust Financial Services Group SA, a company incorporated
      in
      Ticino, Switzerland, for (i) US $2,000,000 in cash, (ii) a promissory note
      for
      US $3,000,000 and (iii) 1,500,000 common shares. Protrust was set up
      specifically to manage leveraged with-Profits investments for high net worth
      investors, under the terms of a discretionary management agreement. Over the
      last nine years, Protrust Private Clients SA built up a significant portfolio
      of
      funds under management, which generates a substantial ongoing revenue stream.
      Protrust is a fully authorized fiduciary company, subject to the regulatory
      control of the Swiss Cantonal government in Lugano, Switzerland. As such,
      Protrust Private Clients SA is able to offer a full range of services to
      clients, including full discretionary management, holding clients' assets in
      the
      company's name, and trading for clients over a wide range of assets including
      investments and real estate. Immediately after this acquisition, the name
      Protrust Private Clients SA was changed to Master Trust SA.





On
      September 6, 2006, we modified the September 27, 2005 Master Finance purchase
      agreement to add a non-competition clause and to reduce the earn-out payment
      terms by $750,000.





On
      November 14, 2006, we modified the payment terms of the Master Trust acquisition
      agreement to cancel the promissory note. Based on the new arrangement, the
      total
      outstanding liabilities to the vendors of Master Trust SA will be discharged
      from the earnings of Master Trust in installments.





On
      January 3, 2007, we acquired the customer list and some employees of Primus
      Produkt - & Vertriebs - Management SA for 500,000 Euros. The name of the
      entity has been changed to Master Finance Switzerland SA. Primus was originally
      established in 1996 and changed its legal form into an authorized fiduciary
      trust in May 1998. Primus was set up specifically to manage leveraged
      with-profits investments for high net worth investors under the terms of a
      discretionary


-15-


management
      agreement. Over the last eight years, Primus built up a significant portfolio
      of
      funds under management, which generates a substantial ongoing revenue
      stream.





Primus
      has acted as an interface between United Kingdom and offshore life offices
      and
      independent intermediaries in Italy, Germany and the Far East and is regarded
      as
      one of the founders of leveraged `With-Profits Bond' business. Primus has
      engaged in and managed this type of business successfully for over a decade.
      The
      competitive advantage has come through specialization and concentration on
      a
      niche product and by providing services for investors and
      distributors.




On
      February 14, 2007, we sold 206,992 common shares and 225,000 warrants to
      purchase Common Stock exercisable at $2 per share, expiring two years from
      the
      date of sale for an aggregate price of $225,000 by executing a Share Purchase
      Agreement and Registration Rights Agreement.




On
      March
      1, 2007, we sold 275,989 shares of common stock and 300,000 warrants to purchase
      Common Stock exercisable at $2 per share, expiring two years from the date
      of
      sale for an aggregate price of $300,000 by executing a Share Purchase Agreement
      and Registration Rights Agreement.




On
      March
      26, 2007, we sold 459,982 shares of common stock and 500,000 warrants to
      purchase Common Stock exercisable at $2 per share, expiring two years from
      the
      date of sale for an aggregate price of $500,000 by executing a Share Purchase
      Agreement and Registration Rights Agreement.




On
      March
      28, 2007, the Company sold 23,000 shares of common stock and 25,000 warrants
      to
      purchase Common Stock exercisable at $2 per share, expiring two years from
      the
      date of sale for an aggregate price of $25,000 by executing a Share Purchase
      Agreement and Registration Rights Agreement.




On
      September 26, 2007 the Company changed
      its corporate name to Premier Wealth Management, Inc. to reflect the Company’s
      financial services business.





The
      funds
      raised were utilized for our working capital requirements.





On
      April
      9, 2007, we terminated a certain Securities Purchase Agreement, dated as of
      October 13, 2006 with Mercatus & Partners, Ltd. On April 24, 2007, the
      parties to the SPA executed a Mutual Settlement and Release Agreement, which
      contains terms and provisions customary for agreements of such nature. Following
      the execution of the Release, Mercatus returned 1,571,428 shares of common
      stock
      of the Company issued under the SPA.





On
      June
      26, 2007, Master Trust SA has received a license from Swiss Federal Banking
      Commission to operate as a fund distributor. This license would considerably
      increase Master Trust’s capacity to generate new business.




On
      July
      12, 2007, we sold 999,992 shares of common stock and 999,992 warrants to
      purchase common stock exercisable at $1.40 per share, expiring three years
      from
      the date of sale for an aggregate price of $700,000 by executing a Share
      Purchase Agreement and Registration Rights Agreement.


-16-


Management
      has plans to acquire new entities operating in the financial services industry
      and is reviewing various business proposals. However, the Company has not
      reached in any definitive agreements for the acquisition of new
      subsidiaries.





*Industry
      Background*





There
      are
      a large number of expatriate workers around the world. Due to the tax free
      status enjoyed by expatriates living in various countries, reduced cost of
      living in several countries and attractive perquisites for such expatriates,
      most of such expatriates are capable of retiring at an early age compared to
      those who are working in their home countries. Such expatriates would generally
      be interested in investing their savings in various international investment
      plans providing a regular pension during their retirement life. However, until
      the end of late 1990s, the number of companies specialized in providing
      financial advice to expatriate employees was small. In the late 1990s and early
      years of the current decade, several independent financial advisers set up
      their
      business outside their home countries and started advising the expatriate
      community.





The
      small
      independent financial advisers who provide specialized services to individuals
      are not well established to provide the facility available to large enterprises
      and those large enterprises that provide services to the expatriate community
      were too big and generalized and therefore could not provide the personalized
      requirements of the investors. Such a situation created requirement of business
      entities that unite the operations of independent financial advisers to bring
      them under the umbrella of a large enterprise but still operating as a small
      entity with regard to the services being provided to their individual
      clients.





Our
      main
      focus is to become an industry leader among such institutions who hold small
      independent financial advisers under ownership without neutralizing the
      uniqueness and tradition of such small entities. Most of the successful small
      entities are managed by families or trusts and are successfully operating for
      several years due to the credibility or personal charisma of individuals who
      lead these businesses. We therefore are focused on acquiring 100% ownership
      of
      such small firms while leaving the old management in place by providing them
      the
      required infrastructure to carry on with the business without making any adverse
      changes to the nature of personalized services provided by those individual
      institutions, while offering an economy of scale.





We
      estimate that there is a large number of small independent financial advisers
      and see huge potential in acquiring several of those small firms to become
      an
      industry leader, while maintaining the management of the small
      companies.





*Our
      Solution*





We
      identify those successful companies which, in our estimate, may have technical
      problems due to the fact that their infrastructure is not developed or are
      facing problems with local regulators due to strict compliance standards which
      only a large organization can fulfill or facing problems to obtain terms of
      business with top level product providers due to the fact that these small
      institutions cannot comply with the minimum standards of such providers. Once
      such an institution is identified, we approach it and negotiate an acquisition.
      Once acquired, we address various issues related to infrastructure, regulatory
      matters and seek to establish business with investment houses and the profit
      of
      the acquired institutions shall be increased naturally.


-17-


We
      acquire small companies that are, in our estimate, running at a loss due to
      the
      fact that their infrastructure is not developed and there is lack of sufficient
      and capable management and those also facing problems with local regulators
      due
      to strict compliance standards which only a large organizations can fulfill
      or
      facing problems to obtain terms of business with product providers due to the
      fact that these small institutions cannot comply with the minimum standards
      of
      such providers. Once we acquire such companies, we either amalgamate the loss
      making business to another successfully running subsidiary company or merge
      one
      or more loss making companies and put new management in place.





*Our
      Strategy*





While
      the
      subsidiaries are allowed to maintain their uniqueness in relation to their
      approach to clients, Premier Wealth Management, Inc. identifies priorities,
      targets and goals when developing the distribution capability and the business
      infrastructure. We identify the following characteristics as key to hitting
      our
      targets:




·
            A
                track record of growing revenues and profits, and clearly identifiable
                brand;


·
            A
                business proposition that is supported by a clear, well-articulated
                business plan and financial forecasts;


·
            A
                business that has a compelling and believable story, with the people,
                systems and processes to support that story;


·
            An
                infrastructure with competent and efficient management working with
                common
                systems, processes and controls; with internal procedures that are
                robust
                and consistent; and strong financial and compliance controls;


·
            A
                company culture of clarity and consistency along with a shared belief
                in
                the overall client proposition and management standards and values.





To
      comply
      with the enhanced standards recommended by various regulators based in OECD
      countries, the Company focuses on the design and implementation of financial
      templates for each distribution channel against which the business units within
      each channel can be measured. The Company is now focusing on the alignment
      of
      systems and controls, while building towards a commonality of culture across
      various distributions channels. Our efforts here are geared around client
      proposition which ensures that all independent financial advisors follow the
      same advice process, using the same documentation, and applying the same service
      standards, but keeping the identity and uniqueness of the respective
      entities.





*Direct
      Operations*





We
      do not
      conduct any business with direct customer interaction. All the business
      operations are conducted through our subsidiaries. There are various kinds
      of
      insurance policies designed by various product providers to suit the demands
      of
      different kinds of individuals. The terms and conditions of such policies depend
      on the institutions and our subsidiaries find the most suitable policy or
      investment scheme for any individual customer. Financial consultants associated
      with these subsidiaries are well trained and experienced in the localized
      insurance and investment industry and therefore are able to identify the needs
      of each individual which vary depending on home country, age and income level.


-18-


The
      principal nature of business in which the subsidiaries are involved is
      classified in two areas:





I.  Lump
      Sum Investments





Where
      an
      individual has enough savings accumulated at the time of investment, such
      individual can invest in a scheme which would provide the investor either a
      fixed amount at the date of maturity or a regular income stream starting from
      a
      fixed date in the future until death or for a fixed time limit. The insurance
      companies who accept the funds from the individuals place the monies in various
      funds which bring better returns compared to interest revenue on bank deposits
      and thereby the investor will be able to obtain a higher return. Such
      investments are mainly made by employees who have already completed a long
      term
      of employment and who are about to retire and the purpose is to add revenue
      during their retirement years.





II.  Regular
      Premium Investments





Where
      an
      individual is employed and is in the early years of their career, they can
      commit to invest a fixed amount every month for a fixed term and at the end
      of
      the term, will either be paid a lump sum amount in return or a regular income
      stream for a fixed period or until death. Individuals join such schemes when
      they forecast the necessity of lump sum finance in the future or for the purpose
      of the education of children or for pension at the time of retirement.
      Generally, both individuals and employers participate in such plans to ensure
      that their employees are provided with a pension arrangement sometimes based
      on
      a corporate policy and sometimes due to statutory requirements.





*Customers*





We
      grow
      our customer base through one or more subsidiaries. The customers are
      individuals with an income above the national average or high net worth
      individuals. Due to the nature of the customers, personalized attention is
      of
      paramount importance and that is why we believe large corporations fall short
      in
      providing the service they require. Subsidiaries of Tally-Ho Ventures, Inc.
      strive and endeavor to provide an utmost personalized service to their
      customers. At the same time, none of our customers individually can influence
      the turnover more than 0.1% due to the fact that the subsidiaries’ clients are
      diversified.





The
      principal marketing strategy our subsidiaries adopt is to generate qualified
      sales leads, build our brand and raise awareness about our business network
      as a
      leading provider of customized financial services. Our marketing programs
      include a variety of advertising, events, public relations activities and
      web-based campaigns targeted at individual clients and key executives and
      decision makers within businesses wherever institutions are applicable.





Our
      principal marketing initiatives include:





·
            Launch
                events to publicize our service to existing customers and
                prospects


·
            Direct
                mail and email campaigns


·
            Participation
                in, and sponsorship of, user conferences, trade shows and industry
                events


-19-


·
            Cooperative
                marketing efforts with partners, including banks and financial
                institutions, joint press announcements, joint trade show activities,
                channel marketing campaigns and joint
                seminars.





It
      is our
      subsidiaries who organize our sales and marketing programs and we are not
      directly involved in the administration of their programs once we have approved
      the general structure.





*Subsidiaries*





Master
      Finance Holdings SA





Master
      Finance Holdings SA is a Luxembourg based holding company which owns 100% share
      capital of Master Finance Belgium SA based in Belgium and 87.5% share capital
      of
      Master Finance Europe SA based in Luxembourg. On September 27, 2005, the Company
      entered in to a Share Purchase Agreement for acquisition of 100% of the
      ownership interest in Master Finance Holdings SA. The Master Finance Europe
      group is a private wealth management organization focused on serving the needs
      of mid wealth families and individuals in Luxembourg, Belgium and France. The
      Company only markets products through its proprietary sales force of 20 people
      and its network of 200 insurance brokers. The products which are marketed by
      Master Finance Holdings SA are done so on an exclusive basis in the regions
      in
      which they operate, i.e. there are no other providers of the same products
      in
      these regions. This entity wasrecently lost to Protrust in a foreclosure action
      in September 2007, as discussed above and incorporated by reference herein.




The
      original model for the company was developed in 1980 selling American mutual
      funds and American and Canadian real estate investments. The business grew
      successfully over this period and was incorporated in its current model by
      the
      purchase of Merchant Capital S.A. After various capital restructures it became
      Master Finance. In 1991, the company diversified its products base into offering
      With Profit Bonds from high profile providers and sales peaked in the year
      2001.
      Sales declined in 2001 and 2002 mainly due to the sale of the German arm of
      the
      business to Clerical Medical International. However, a general downturn in
      the
      stock market, and the consequential low bonus payments within the funds, caused
      sales to slow in 2002. Sales were further impacted with the closure of a
      Clerical and Medical International fund and a foray into leverage fund products.
      These leverage funds were susceptible, in the market downturn, to frequent
      margin calls which had a negative effect on credibility with clients. In order
      to avoid further problems the company renegotiated with the provider who changed
      the bonus structure on the product to a fixed return over a period of time
      and
      further new sales into this product were suspended At this time the company
      negotiated with the Prudential International to offer a With Profits Funds
      on an
      exclusive basis and, with the upturn in the stock market, sales began to recover
      and since 2003 sales have improved.




The
      company operates on an initial commission basis because of the nature of the
      products that are sold. All business processed are lump sum investments and
      no
      regular premiums are dealt with, although the Company is developing programs
      for
      pension and the mortgage product.





The
      company had a geographically diverse shareholding which, management felt, was
      over complicated and required restructuring. This has been achieved by the
      incorporation of Master Finance Belgium SA in Belgium and Master Finance Europe
      SA in Luxembourg. These Companies were formed by re-organizing the then existing
      business of Master Finance SA branches in Belgium, Luxembourg, Germany and
      France.


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Master
      Finance Belgium SA





Master
      Finance Belgium SA is a wholly owned subsidiary of Master Finance Holdings
      SA
      and is located in Brussels. It has a diversified clientele which includes the
      employees of European Union Secretariat and Parliament and several private
      institutions. The business of Master Finance Belgium SA is generated by 20
      financial advisers reporting directly to the sales director. It also generates
      a
      considerable amount of business from independent brokers.





Master
      Finance Europe SA





Master
      Finance Europe SA a wholly owned subsidiary of Master Finance Holdings SA and
      is
      located in Luxembourg, the hub of fund management in European Union. The
      business is generated by more than 200 independent individual brokers spread
      across Luxembourg, Belgium, the Netherlands, Germany and France. The individual
      brokers are being administered by broker consultants or inspectors. Due to
      the
      low operating costs and reduced corporate tax rates prevailing in Luxembourg,
      Master Finance Europe SA makes a higher volume based profit compared to Master
      Finance Belgium SA.





Master
      Trust SA





On
      November 29 2005, the Company signed heads of agreement to execute share
      purchase agreement for the acquisition of 100% of the ownership interest of
      Protrust Private Clients S.A. (Protrust). Protrust
      which was originally established in 1992, transformed itself into an authorized
      fiduciary trust in August 1996 and named as Protrust Switzerland SA; the name
      changed to Protrust Private Clients SA in February 2001, as part of a group
      re-branding exercise. Protrust was set up specifically to manage leveraged
      with-profits investments for high net worth investors, under the terms of a
      discretionary management agreement. Over the last nine years, Protrust has
      built
      up a significant portfolio of funds under management, which generates a
      substantial ongoing revenue stream. Protrust is a fully authorized fiduciary
      company, subject to the regulatory control of Swiss Cantonal Government. As
      such
      Protrust is able to offer full range of services to its clients including:
      full
      discretionary management, holding clients assets in ProTrust's name, and trading
      for clients over a wide range of assets including investments and real estate.




Protrust
      has acted as an interface between United Kingdom and offshore life offices
      and
      independent intermediaries in Italy, Switzerland and the Far East and is
      regarded as one of the founders of leveraged With-Profits business. We believe
      that Protrust has managed this type of business well for over a decade. The
      competitive advantage has come through specialization and concentration on
      a
      niche product and by providing services for investors and distributors.





We
      estimated that Protrust was cost effective, as it was able to manage a large
      portfolio without the need for large staff. Under the terms of the letter of
      intent, the operations of Protrust were expected to become our operating
      subsidiary with key members of the Protrust management team entering into
      long-term employment contracts.





On
      August
      4, 2006 the Company entered into final agreement to complete the acquisition
      of
      Protrust Private Clients SA, a Swiss fiduciary company. The Company has changed
      the name of Protrust Private Clients SA to Master Trust SA with effect from
      September 1, 2006. The financial


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statements
      included in this report include the financial results of Master Trust SA. Key
      members of management who were working with Master Trust have entered into
      employment contracts.





Master
      Finance Switzerland SA





On
      September 16 2006, the Company signed heads of agreement to execute share
      purchase agreement for the acquisition of 100% of the ownership interest of
      Primus Produkt- & Vertriebs- Management SA (Primus). Primus was originally
      established in 1996, transformed itself into an authorized fiduciary trust
      in
      May 1998. Primus was set up specifically to manage leveraged with-profits
      investments for high net worth investors, under the terms of a discretionary
      management agreement. Over the last eight years, Primus has built up a
      significant portfolio of funds under management, which generates a substantial
      ongoing revenue stream.




Primus
      has acted as an interface between United Kingdom and offshore life offices
      and
      independent intermediaries in Italy, Germany and the Far East and is regarded
      as
      one of the founders of leveraged “With-Profits Bond” business. Primus has
      engaged in and managed this type of business for over a decade. The competitive
      advantage has come through specialization and concentration on a niche product
      and by providing services for investors and distributors. On January 3, 2007,
      Master Finance Europe SA entered into final agreement to complete the purchase
      of Primus’ customer list.





*Competition*





The
      international financial advisory market displays a number of unique
      characteristics, which can be summarized as follows:





·
            The
                market is fragmented, and is dominated by individual financial advisers
                apart from the banks.


·
            The
                market is still largely commission driven, although this is slowly
                changing.


·
            Most
                of these small financial advisers are focused on cash flow. They
                lack the
                financial resources and expertise to develop their businesses beyond
                break-even point.


·
            Following
                the closure of Towry Law International in 2004, no financial advisers
                group dominates the market. Most financial adviser groups disintegrate
                after a few years usually because of their focus on success in the
                short
                term.





The
      financial advisory services are highly regulated in European Union and
      Switzerland. The United Kingdom compliance model is being introduced in many
      jurisdictions and international financial advisers are concerned by, and are
      largely unprepared for, the consequences and the costs of regulation.





Few
      international financial advisers have made significant investment into
      information technology support systems and personnel. We believe this will
      hamper their ability to survive healthily in the more regulated markets.





*Government
      Regulations*





The
      European regulatory environment is continuously changing to reflect the strict
      regulatory standards set by each European country. The Company needs to ensure
      that it agents and


-22-


staffs
      are aware of all changes and act in compliance with such laws. The Company
      continuously educates its staff about the new standards and amendments to the
      statutes to maintain the knowledge of its staff up to date.





*Business
      Plans for Action and Execution.*





Management
      of the Company constantly prepares and formalizes various business plans for
      the
      development of the Company toward the future. Such plans include, but not
      limited to:





i.
            Develop
                distribution channel - business model/financial template;


ii.
            Develop
                all business units to critical mass, financial stability and to `franchise
                model' capability;


iii.
            Continually
                look at opportunities to acquire or link with other international
                financial advisors;


iv.
            Grow
                manpower and turnover in each distribution channel to critical mass
                in
                line with the defined financial templates;


v.
            Develop
                professional alliances with banks, accountants and solicitors in
                all
                territories;


vi.
            Develop
                and grow recurring income streams;


vii.
            Develop
                market opportunities: Management sees two key areas of market
                opportunities within the current market that provide them with the
                potential to become the dominant brand; distribution Opportunity
                and
                client proposition opportunity.


viii.
            Develop
                state of the art IT support systems to tackle the customer requirements.




In
      June,
      2007, Master Trust SA received a license from Swiss Federal Banking Commission
      to operate as a fund distributor. This license would considerably increase
      Master Trust’s capacity to generate new business.





Management
      has plans to acquire new entities operating in the financial services industry.
      However, the Company has not reached in any definitive agreements for the
      acquisition of new subsidiaries.





*Results
      of Operations*





The
      following schedule provides comparative analysis of the operations of the
      Company for the reported period in comparison with the previous year.





PREMIER
                WEALTH MANAGEMENT, INC.Comparative
                Analysis of OperationsFor
                the Nine Months EndedSeptember
                30, 2007
            
            September
                30, 2006Advisory
                commissions received
            
            $
            3,455,771
            
            $
            286,139Commissions
                paid to advisors
            
            
            (1,048,263
            )
            
            (97,115
            )Selling
                general & administrative
            
            
            (3,356,853
            )
            
            (363,749
            )Depreciation
                & amortization
            
            
            (1,192,786
            )
            
            (131,053
            )


-23-





INCOME
                (LOSS) FROM OPERATIONS
            
            
            (2,142,131
            )
            
            (305,778
            )Other
                Income (Expense):Interest
                income
            
            
            64,553
            
            
            188Interest
                expense
            
            
            (299,571
            )
            
            (1,704,776
            )Liquidated
                damages
            
            
            (81,196
            )
            
            -Gain
                (loss) from derivatives
            
            
            -
            
            
            176,233LOSS
                BEFORE INCOME TAX
            
            
            (2,458,345
            )
            
            (1,834,133
            )Income
                tax expense
            
            
            (821
            )
            
            (25,991
            )LOSS
                FROM CONTINUING OPERATIONS
            
            
            (2,459,166
            )
            
            (1,860,124
            )Gain
                from sale of discontinued operations
            
            
            -
            
            
            1,292,498Income
                from discontinued operations
            
            
            1,224,085
            
            
            472,163NET
                LOSS
            
            $
            (1,235,081
            )
            $
            (95,463
            )BASIC
                & DILUTED NET LOSS PERSHARE
            
            $
            (0.06
            )
            $
            (0.01
            )DISCONTINUED
                OPERATIONS
            
            
            0.06
            
            
            0.05CONTINUING
                OPERATIONS
            
            
            (0.12
            )
            
            (0.05
            )BASIC
                & DILUTED WEIGHTEDAVERAGE
                SHARES OUTSTANDING
            
            
            **20,987,917**
            
            
            **10,333,583**





Revenue
      increased by 1,108% from $286,139 from the nine months ended September 30,
      2006
      to $3,169,632 for the nine months ended September 30, 2007. Cost of sales
      increased by 979% from $97,115 in 2006 to $1,048,263 in 2007. Administration
      expenses increased by 823% from $363,749 in 2006 to $3,356,85 in 2007. These
      changes were mainly due to the additional revenue, cost of revenue and overhead
      from the subsidiaries acquired subsequent to the financial reporting for the
      second quarter of last year. The newly acquired subsidiaries were not fully
      functional during the initial months of the current year which resulted in
      an
      increase in overhead. Management is evaluating various plans for the reduction
      of overhead. Income from other sources is basically commission received by
      the
      Company but not from the ordinary course of business of its subsidiaries.
      Depreciation and amortization includes the amortization of intangible assets.





*Liquidity
      and Capital Requirements*





As
      of
      June 30, 2007, the Company had a cash balance of $720,164 which is 55% decrease
      from $1,592,067, the cash balance at the beginning of the year. As of September
      30, 2007, the Company has current liabilities amounting to $14,431,797. There
      is
      a deficiency of $13,567,057 in working capital. However, management believes
      that current cash balances with the Company are adequate managing for the
      working capital requirements of the Company and its subsidiaries.
      The


-24-


requirement
      of additional funds will be based on further acquisitions of new subsidiaries.
      Management intends to raise cash for such acquisitions by private placement
      of
      stock and by borrowing.





**Other
      Recent Developments**





We
      Have
      Had Limited Operations and Have Recently Lost a Revenue Generating Division,
      Master Finance, in a Forclosure Action, and are in default on our obligations
      to
      repay $3,000,0000 to a Creditor with a Senior Lien on our Remaining Business.
      As
      we Have No Capital Commitments, this Makes Our Future Operating Results
      Difficult To Predict, and do not have the current ability to continue as a
      going
      concern.




As
      a
      result of non payment of certain debts, we lost our Master Finance division
      and
      related assets in a foreclosure sale to Protrust Financial Services Group,
      S.A.
      In addition *,* ****** On
      October 22, 2007 the Company entered into a Settlement Agreement with Protrust
      Financial Services Group S.A. (“Protrust”) pursuant to which, among other
      things, we agreed to repay Protrust the amount of $3,000,000 under a Promissory
      Note dated August 4, 2006 and due August 4, 2007 (the “ Promissory
      Note ”)
      which
      was issued by the Company as a purchase money note as part of the consideration
      for our acquisition of Master Trust S.A. (formerly a subsidiary of Protrust).
      We
      are currently in technical default of this agreement however, are in the process
      of negotiating terms with Protrust and its principals. We do not have any
      capital commitments to make this payment at this time and, if we lose this
      business, we will not have any material business and will be materially
      adversely affected.




**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings**





We
      are
      not a party to any pending legal proceedings or aware of any pending legal
      proceedings against us that, individually or in the aggregate, would have a
      material adverse affect on our business, results of operations or financial
      condition.





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




On
      July
      12, 2007, the Company sold [ **999,992** ]
      shares
      of common stock and 999,992 warrants to purchase Common Stock exercisable at
      $1.40 per share, expiring three years from the date of sale for an aggregate
      price of $700,000 by executing a Share Purchase Agreement and Registration
      Rights Agreement both dated July 12, 2007. The offers and sales were made to
      __
      accredited investors, as defined in Rule 501 of Regulation D, through WestPark
      Capital, Inc., as placement agent, and the Company believes, based on
      representations from such investors, that the offering was exempt from the
      registration requirements of the Securities Act of 1933, as amended, pursuant
      to
      Rule 506 of Regulation D, and Section 4(2) of the Securities Act. WestPark
      Capital, Inc. received a fee of $_________ for this financing and ______ shares
      and warrants identical to the warrants issued to the investors in this offering.





The
      funds
      raised were utilized for the working capital requirements of the
      Company.


-25-


**Item
      3. Controls and Procedures.**




As
      of
      September 30, 2007, our Chief Executive Officer and Chief Financial Officer
      (the
“Certifying Officers”) conducted evaluations of our disclosure controls and
      procedures. As defined under the Securities Exchange Act of 1934, as amended,
      the term “disclosure controls and procedures” means controls and other
      procedures of an issuer that are designed to ensure that information required
      to
      be disclosed by the issuer in the reports that it files or submits under the
      Exchange Act is recorded, processed, summarized and reported, within the time
      periods specified in the Commission’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by an issuer in the reports
      that it files or submits under the Exchange Act is accumulated and communicated
      to the issuer’s management, including the Certifying Officers, to allow timely
      decisions regarding required disclosure. Based on this evaluation, the
      Certifying Officers have concluded that our disclosure controls and procedures
      were not effective.




Our
      sole
      significant weakness during the reporting period was our staff’s lack of
      familiarity and experience with differences in European and U.S. generally
      accepted accounting principles (US GAAP) and SEC reporting rules and regulations
      in the areas of reverse mergers, discontinued operations, derivatives and
      purchase method accounting acquisitions. Such lack of familiarity and experience
      had impeded the Company’s efforts to prepare its financial statements in a
      timely manner, particularly, as such statements related to the Company’s
      discontinued operations in case of the Belgravia division, derivatives and
      purchase method accounting in cases of Master Finance and Master Trust
      acquisitions. With the assistance of our current independent registered public
      accounting firm, we are in the process of upgrading our understanding of the
      rules and regulations in these areas.




Further,
      there were no changes in our internal control over financial reporting during
      the second fiscal quarter of 2007 that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.





**Item
      6. Exhibits**





Index
      of
      Exhibits:





3.1
      Articles of Incorporation *


3.2
      Bylaws *


31.1
      CEO
      Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32.1
      CEO
      Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*
      Incorporated by reference to our Registration Statement on Form SB-2 filed
      on
      November 7, 2003. File No. 333-104631.





**
      Incorporated by reference from Current Report on Form 8KA filed with the SEC
      on
      May 9, 2007


-26-





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.





PREMIER
      WEALTH MANAGEMENT, INC.


Registrant





Date:
      November 19, 2007







Nigel
      Gregg


Chief
      Executive Officer, Chairman of the Board


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