# UNITED STATESSECURITIES 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 March 31, 2004
| |  | -----------------------------------------------------------------------------------------------------------------------------------

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

IRS Employer
Identification No.: 43-1988542

Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [_]

The number of shares outstanding of
each of the issuers classes of common equity, as of the latest practicable date:

Common Stock, $0.001 par value:
44,215,875 shares as of March 31, 2004

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

# Item 1. Financial
Statements.

Following are interim financial
statements, including cumulative from inception financial information, as required
pursuant to Item 310(b) of Regulation S-B:

TALLY-HO VENTURES, INC.(A Development Stage
Company) BALANCE SHEET March 31, 2004

|ASSETS                                               |  |  |   |         |  
|---------------------------------------------------- |  |  | - | ------- | -
|Current Assets                                       |  | 
|Cash                                                 |  |  | $ | 570     |  
|                                                     |  | 
|LIABILITIES AND STOCKHOLDERS' DEFICIT                |  | 
|LIABILITIES                                          |  | 
|Current Liabilities                                  |  | 
|Notes payable to shareholders                        |  |  | $ | 5,719   |  
|                                                     |  | 
|STOCKHOLDERS' DEFICIT                                |  | 
|Common stock, $.001 par, 75,000,000 shares           |  | 
|authorized, 44,215,875 shares issued and outstanding |  |  |   | 44,216  |  
|Additional paid in capital                           |  |  |   | 31,166  |  
|Deficit accumulated during the development stage     |  |  |   | (80,531 | )
|                                                     |  | 
|Total Stockholders' Deficit                          |  |  |   | (5,149  | )
|                                                     |  | 
|Total Liabilities & Stockholders' Deficit            |  |  | $ | 570     |  
|                                                     |  | 

F-1

TALLY-HO VENTURES, INC.(A Development Stage Company) 
STATEMENTS OF EXPENSES 
Three
Months Ended March 31, 2004 and 2003, and Period from November 21, 2002 (Inception)Through March 31, 2004

|                                           | 2004 | 2003 | Inception
Through
2004
|------------------------------------------ | ---- | ---- | ----------------------
|Administrative expenses                    |      |      |                       
|- cash                                     |      |      | $                     
|- non-cash                                 |      |      |                       
|- imputed interest                         |      |      |                       
|                                           |      |      |                       
|Net loss                                   |      |      | $                     
|                                           |      |      |                       
|Basic and diluted loss per common share    |      |      | $                     
|Weighted average common shares outstanding |      |      |                       

F-2

TALLY-HO VENTURES, INC. (A Development Stage
Company) STATEMENTS OF CASH FLOWS 
Three
Months Ended March 31, 2004 and 2003, and Period from November 21, 2002 (Inception)Through March 31, 2004

|                                          | 2004 | 2003 | Inception
Through
2004
|----------------------------------------- | ---- | ---- | ----------------------
|CASH FLOWS FROM OPERATING ACTIVITIES      |      |      |                       
|Net loss                                  |      |      | $                     
|Adjustments to reconcile net loss         |      |     
|to cash used in operating activities:     |      |     
|Stock issued to founders                  |      |      |                       
|Stock issued for services                 |      |      |                       
|Imputed interest on notes payable to      |      |     
|shareholders1                             |      |      |                       
|Changes in Accounts Payable               |      |      |                       
|                                          |      |      |                       
|NET CASH USED IN OPERATING ACTIVITIES     |      |      |                       
|                                          |      |      |                       
|CASH FLOWS FROM INVESTING ACTIVITIES      |      |     
|Loans to related party                    |      |      |                       
|Proceeds from repayment of loan to        |      |     
|related party                             |      |      |                       
|                                          |      |      |                       
|NET CASH USED IN INVESTING ACTIVITIES     |      |      |                       
|                                          |      |      |                       
|CASH FLOWS FROM FINANCING ACTIVITIES      |      |     
|Proceeds from notes payable to            |      |     
|shareholders                              |      |      |                       
|Payments on notes payable to              |      |     
|Shareholders                              |      |      |                       
|Stock issued for cash                     |      |      |                       
|                                          |      |      |                       
|NET CASH PROVIDED BY FINANCING ACTIVITIES |      |      |                       
|                                          |      |      |                       
|NET CHANGE IN CASH                        |      |      |                       
|Cash balance, beginning                   |      |      |                       
|                                          |      |      |                       
|Cash balance, ending                      |      |      | $                     
|                                          |      |      |                       

F-3

TALLY-HO VENTURES, INC. (A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTS

NOTE 1  BASIS OF
PRESENTATION

The accompanying unaudited interim
financial statements of Tally-Ho Ventures, Inc. (Tally-Ho) have been prepared
in accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission (SEC), and
should be read in conjunction with the audited financial statements and notes thereto
contained in Tally-Hos Registration Statement filed with the SEC on Form 10-KSB. In
the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for
the interim periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for the full
year. Notes to the financial statements which would substantially duplicate the
disclosures contained in the audited financial statements for fiscal year 2003 as reported
in the 10-KSB have been omitted.

F-4

# Item 2.
Managements Plan of Operation.

FORWARD-LOOKING STATEMENTS

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

The amount of cash we currently have
on hand, as of April 30, 2004, is $78, and the amount of working capital we have 
which is current assets minus current liabilities  is $(6,190). As of the end of our
last quarter, on March 31, 2004, we had $570 cash on hand. The amount of cash we will need
to operate our business over the next 12 months is $10,200. The amount of cash we have on
hand is insufficient to satisfy our cash requirements for any time period, even one month.
Without an infusion of cash from future money raises, Tal Kapelner and Cheney Shapiro will
have to continue to loan us money to pay our expenses.

In the first quarter of 2004, we
began post-production for our second major project, a television pilot for a new original
series entitled The Boiler Twins. Through that project, we were able to land
the Screen Actors Guild contract which legitimized us as an official registered signatory
producer to the Screen Actors Guild (SAG), giving us the right to hire any actor of any
prominence for any future project. Additionally, work on any of our projects qualifies a
non-union actor to join the SAG union. We look forward to completing and marketing the
Boiler Twins project as part of our future plans for this year (see our
Marketing Plans, below).

Also, since our registered stock
offering in 2003, we have been very active in lining up contracts with key creative
below-the-line talent, including contracts with music scoring and editing
companies, as well as a consulting contract with well-known director and producer Eric
Shermans company Film Transform, Inc.

We have also landed an important
co-production and development deal with Jayson Diola. It gives us exclusive right to
produce his television pilot, subject to raising $10,000 over the next six months. We
believe that this will give us the exposure in the industry to enhance our marketing plan
and launch many of our entertainment products.

Over the next 12 months, we plan to
produce a minimum of 1 television pilot, 7 super-short (under ten minutes long) films and
7 short films (10-40 minutes long). Based upon our experience, we anticipate each of these
products to have a completion timeframe of 2-4 months each, from pre-production to
post-production.

2

There are specific milestones 
and steps to achieving each milestone  to our business plan. Our first milestone was
to establish our business. The specific steps we took to accomplish this were

a)
          incorporate our corporation; b) establish our web site; c) establish our
          offices; d) open a bank account; e) perfect our business plan.

This first milestone was reached in
approximately three months, from November 2002 to January 2003 and cost us approximately
$1,000. Tal Kapelner and Cheney Shapiro loaned Tally-Ho the money needed to complete this
milestone.

The second milestone was to produce
and market our first entertainment product: a short film shot on digital video entitled
The G! True Tinseltown Tale: Dude, Wheres My Car? The specific steps we
took to accomplish this were

a)
          write a script; b) decide on a director and producers; c) develop a budget and
          production schedule; d) finance the project; e) prepare paperwork for, and sign
          with, actors union; f) sign with payroll company and prepare employer tax and
          workers compensation obligations; g) cast all roles; h) find and secure
          locations for shooting; i) hire all needed crewmembers; j) purchase or otherwise
          secure props, wardrobe and filmmaking equipment; k) rehearse the scenes with the
          actors; l) prepare food and beverage service for locations and make other
          preparations before shooting; m) shoot the scenes of the film as per the script;
          n) complete final tax and union paperwork; and o) hire editor to catalogue all
          of the footage shot.

These steps have taken approximately
4 months to complete, from November 2002 to February 2003, have cost approximately $4,000
and have been financed by Tal Kapelner through loans. The specific steps we still are
taking to accomplish this milestone are

p)
          have director, producers and editor work together to cut the footage together
          into a final film, adding any visual or sound effects, additional dialogue
          recording, narration, additional footage, etc.; q) produce copies of the
          finished film in whichever media is deemed suitable; and r) distribute and
          market the finished product through the various methods discussed above in the
          section Business of Issuer.

These last two steps to completing
this milestone have taken over one year so far, from March 2003 to present, and are likely
to take an additional four months to complete. The cost of these two additional steps is
likely to be approximately $3,000 and Tal Kapelner will be financing this money through
loans.

3

The third milestone was to produce
our second entertainment product: written material for the Tally-Ho Ventures, Inc.
website. The specific steps we took to accomplish this were a) Tal Kapelner writing the
material; b) our web designer Steve Aguilera of GraphicPark.net uploading and formatting
the material for our web site. This third milestone was reached in approximately 2 weeks,
in March of 2003, and did not cost any additional money.

The fourth milestone was to raise
financial capital and prepare our share structure so as to allow for listing later on a
secondary market by issuing freely-tradable securities. The specific steps we took to
accomplish this were

a)
          retain counsel, auditor and EDGARizer professionals; b) prepare Form SB-2 and
          file with SEC; c) file registration statement with state of California pursuant
          to qualification by coordination provision; d) have SEC review and offer
          comments; e) revise SB-2 and re-file with SEC; f) have SEC re-review and offer
          further comments; g) continue to revise until cleared for offering by SEC; h)
          conduct offering in the state of California, retain transfer agent, issue share
          certificates, etc.

We have begun these steps in March of
2003 and completed this milestone on January 1, 2004, when our registered stock offering
closed. This milestone has cost us approximately $6,500 in EDGARizing and accounting fees;
printing, engraving and mailing costs; and states of California and Colorado registration
fees, and some of that money was loaned to us by Tal Kapelner and Cheney Shapiro and the
rest was taken from sales in the offering.

Our fifth milestone is to prepare our
next entertainment product: a web-exclusive video vignette featuring two sets of teams,
each with their own car, attempting to garner the most number of parking tickets in one
day in the Greater Los Angeles Area. The specific steps we will need to take to accomplish
this milestone is

a)
          complete a treatment and detailed outline of the vignette; b) decide on a
          director and producers; c) develop a budget and production schedule; d) finance
          the project; e) prepare paperwork for, and sign with, actors union; f) sign with
          payroll company and prepare employer tax and workers compensation
          obligations; g) decide on who will participate in the vignette, cast any roles
          as needed; h) hire all needed crewmembers; i) purchase or otherwise secure
          props, wardrobe and filmmaking equipment; j) shoot the action of each of the two
          teams as they wander around L.A. in search of parking enforcement officers to
          ticket their cars; k) complete final tax and union paperwork; l) hire editor to
          catalogue all of the footage shot; m) have director, producers and editor work
          together to cut the footage together into a final vignette, adding any visual or
          sound effects, additional dialogue recording, narration, additional footage,
          etc.; and n) upload finished vignette to website.

4

The timeframe for completing this
milestone depends upon how quickly we can achieve financing; however, we anticipate
starting this project in November 2004 and uploading the finished product in December
2004. We project a cost of $5,000 for this project from start to finish, and anticipate
paying for this project through future loans or future money raises.

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

a)
          write a detailed treatment and outline of the action in the episode; b) decide
          on a director and producers; c) develop a budget and production schedule; d)
          finance the project; e) prepare paperwork for, and sign with, actors union; f)
          sign with payroll company and prepare employer tax and workers
          compensation obligations; g) cast all roles; h) find and secure studio sets for
          shooting; i) hire all needed crewmembers; j) purchase or otherwise secure props,
          wardrobe and filmmaking equipment; k) prepare food and beverage service for the
          cast and crew on set and make other preparations before shooting; l) shoot the
          documentary footage of the three writers writing a skit together; m) shoot
          documentary footage of actors receiving the material the writers just wrote,
          rehearsing and then performing the skit; n) complete final tax and union
          paperwork; o) hire editor to catalogue all of the footage shot; p) have
          director, producers and editor work together to cut the footage together into a
          final film, adding any visual or sound effects, additional dialogue recording,
          narration, additional footage, etc.; q) produce copies of the finished film in
          whichever media is deemed suitable; and r) distribute and market the finished
          product through the various methods discussed above in the section Business of
          Issuer.

The timeframe for completing this
milestone, depending upon availability of funds following this offering, is expected to be
five months from writing the treatment to marketing and distributing the finished pilot.
We anticipate working on this project from December of 2004 to the end of May 2005, and
spending $40,000 to produce and market it, with the money coming from the proceeds of this
offering.

The seventh milestone in our business
plan is to apply for a priced quotation on the Over-The-Counter Bulletin Board stock
quotation service. The specific steps we will need to take to complete this milestone are

a)
          close our stock offering pursuant to this registration statement; b) prepare due
          diligence paperwork to supplement our 15c2-11 filing; c) submit our due
          diligence materials to the NASD via a market maker; d) respond to any
          deficiencies in our application as pointed out by the NASD; e) upon approval for
          an unpriced quotation by the NASD, have market maker revise Form 211 to apply
          for a priced quotation on the Over-The-Counter Bulletin Board; and f) work with
          market maker on setting an opening price and discuss making market on the stock.

5

The timeframe for completing this
milestone is expected to be three months, from December 2003 to June 2004. There is no
cost for applying for a priced quotation on the OTC Bulletin Board stock quotation
service. Related accounting costs, however, are expected to be approximately $1,100 more
than what was already paid, and are expected to be paid from loans from management.

In addition to the above-mentioned
creative projects, we have many ideas in development for our short and super short films,
including a spoof of Viacoms basic cable channel MTV, tentatively titled 20
Things You Wont See on MTV (Like Dignity)"; a parody of the television series
Inside the Actors Studio; a parody of the Carls Jr. fast-food
restaurant commercials; and a dramatic short film about the field of psychiatrys
influence in the loss of individual liberty and freedom in the U.S.

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

We have no purchases or sales of
plant and/or significant equipment planned in the next 12 months.

We do not anticipate any significant
changes in the number of employees. We currently have zero and anticipate having zero
employees in the next 12 months.

# Item 3. Controls and
Procedures.

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

6

As of March 31, 2004, management of
the Company, including the President and Treasurer, conducted an evaluation of the
effectiveness of the design and operation of the Companys disclosure controls and
procedures with respect to the information generated for use in this Quarterly Report.
Based upon and as of the date of that evaluation, the President and Treasurer have
concluded the Companys disclosure controls were effective to provide reasonable
assurance that information required to be disclosed in the reports that the Company files
or submits under the relevant securities laws is recorded, processed, summarized and
reported within the time periods specified in the Commissions rules and forms. There
have been no changes in the Companys internal control over financial reporting
during the period ended March 31, 2004, that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial reporting.

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

# PART II  OTHER
INFORMATION

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

(a)    
          Index of Exhibits:

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

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

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

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

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

7

# SIGNATURES

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

|Date  May 24, 2004
                  
                  
Date  May 24, 2004
                  
                  
Date  May 24, 2004
                  
                  
Date  May 24, 2004 | TALLY-HO VENTURES, INC.
         (Registrant)/s/ Tal L. Kapelner
Tal L. Kapelner
President/s/ Ariella Kapelner
Ariella Kapelner
Treasurer
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------