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

# FORM 10-QSB

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

For the quarterly
period ended ___March 31, 2005______________________________

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

For the transition
period from _________________ to _________________

Commission file number
_______________________________________

TALLY-HO VENTURES, INC. (exact
name of small business issuer as specified in its charter)

|NEVADA                                                         | 88-0413417                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)

518 Oak Street #2 Glendale, CA 91204
(address of principal
executive offices)

Issuers telephone
number: (818) 550 7886

(Registrants
telephone number, including area code)

I.R.S. Employer
Identification #: 43-1988542

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 12months(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
               As of May 13, 2005, there were 8,000,715 shares of common stock issued and
               outstanding Transitional Small Business Disclosure Format (Check one): Yes [ ]
               No [ X  ]
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-1-

# PART I 
FINANCIAL INFORMATION

# Item 1. Financial Statements.

Following are the un-audited
financial statements for the period ended March 31, 2005

TALLY-HO VENTURES, INC. (A Development Stage
Company) BALANCE SHEET March 31, 2005

|                                                    | 
|--------------------------------------------------- | 
|ASSETS                                              | 
|Current Assets                                      | 
|Cash                                                | 
|                                                    | 
|                                                    | 
|LIABILITIES AND STOCKHOLDERS' EQUITY                | 
|                                                    | 
|LIABILITIES                                         | 
|Current Liabilities                                 | 
|Notes payable to shareholders                       | 
|                                                    | 
|                                                    | 
|Total Current Liabilities                           | 
|                                                    | 
|                                                    | 
|                                                    | 
|STOCKHOLDERS' EQUITY                                | 
|Common stock, $.001 par, 75,000,000 shares          | 
|authorized, 1,515,840 shares issued and outstanding | 
|Paid in capital                                     | 
|Deficit accumulated during the development stage    | 
|                                                    | 
|                                                    | 
|Total Stockholders' Equity                          | 
|                                                    | 
|Total Liabilities & Stockholders Equity            | 
|                                                    | 

-2-

TALLY-HO VENTURES, INC. 
(A Development Stage Company) STATEMENTS OF EXPENSES Three
Months Ended March 31, 2005 and 2004 and the Period from November 21, 2002 (Inception)
Through March 31, 2005

|                               | 2005 | 2004 | Inception
Through
March 31,
2005
|------------------------------ | ---- | ---- | --------------------------------
|General and administrative     |      |      |                                 
|                               |      |      |                                 
|- paid in cash                 |      |      | $                               
|- paid in stock                |      |      |                                 
|- imputed interest             |      |      |                                 
|- uncompensated services       |      |      |                                 
|                               |      |      |                                 
|                               |      |      |                                 
|                               |      |      |                                 
|Net loss                       |      |      | $                               
|                               |      |      |                                 
|                               |      |      |                                 
|Basic and diluted net loss per |      |     
|                               |      |      |                                 
|common share                   |      |      | $                               
|                               |      |      |                                 
|Weighted average common        |      |     
|                               |      |      |                                 
|shares outstanding             |      |      |                                 
|                               |      |      |                                 

-3-

TALLY-HO VENTURES, INC. (A Development Stage
Company)STATEMENTS OF CASH FLOWS Three
Months Ended March 31, 2005 and 2004 and the Period from November 21, 2002 (Inception)
Through March 31, 2005

|                                          | 2005 | 2004 | Inception
Through
March 31,
2005
|----------------------------------------- | ---- | ---- | --------------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES      |      |      |                                 
|Net loss                                  |      |      | $                               
|Adjustments to reconcile net loss         |      |     
|to cash used in operating activities:     |      |     
|Stock issued for services                 |      |      |                                 
|Stock issued to founders                  |      |      |                                 
|                                          |      |      |                                 
|Imputed interest                          |      |      |                                 
|                                          |      |      |                                 
|Uncompensated services from management    |      |      |                                 
|Changes in:                               |      |     
|                                          |      |      |                                 
|Accounts payable                          |      |      |                                 
|                                          |      |      |                                 
|                                          |      |      |                                 
|                                          |      |      |                                 
|NET CASH USED IN OPERATING ACTIVITIES     |      |      |                                 
|                                          |      |      |                                 
|                                          |      |      |                                 
|CASH FLOWS FROM INVESTING ACTIVITIES      |      |     
|Loans to related parties                  |      |      |                                 
|Proceeds from repayment of loan           |      |     
|to related party                          |      |      |                                 
|                                          |      |      |                                 
|NET CASH PROVIDED BY INVESTING ACTIVITIES |      |      |                                 
|                                          |      |      |                                 
|CASH FLOWS FROM FINANCING ACTIVITIES      |      |     
|Proceeds from notes payable to            |      |     
|shareholders                              |      |      |                                 
|Payments on notes payable to              |      |     
|                                          |      |      |                                 
|shareholders                              |      |      |                                 
|Stock issued for cash                     |      |      |                                 
|Cash returned on cancelled stock          |      |      |                                 
|                                          |      |      |                                 
|                                          |      |      |                                 
|                                          |      |      |                                 
|NET CASH PROVIDED BY FINANCING ACTIVITIES |      |      |                                 
|                                          |      |      |                                 
|                                          |      |      |                                 
|NET CHANGE IN CASH                        |      |      |                                 
|Cash balance, beginning                   |      |      |                                 
|                                          |      |      |                                 
|Cash balance, ending                      |      |      | $                               
|                                          |      |      |                                 
|NON-CASH DISCLOSURES:                     |      |     
|Stock issued for accounts payable         |      |      | $                               

-4-

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 Form 10-KSB filed with the SEC. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for interim periods are
not necessarily indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosures contained in the
audited financial statements for fiscal year 2004 as reported in the 10-KSB have been
omitted.

NOTE 2  COMMON STOCK

During January 2005, Tally-Ho sold
9,978 total shares to 10 investors for $8,979.

In February 2005, Tally-Ho issued
8,667 total shares of common stock to two third parties for accounts payable of $13,000
and services of $26,000.

NOTE 3  SUBSEQUENT
EVENTS

On May 9, 2005, Tally-Ho underwent a
1 for 30 reverse stock split of its issued and outstanding shares of common stock. All
share and per share amounts have been restated as if the split had occurred on the first
day of the first period presented.

On May 12, 2005, Tally-Ho exchanged
4,563,490 shares of Tally-Ho common stock for 100% of the ownership interest in Belgravia
Intervest Group Limited, (Belgravia) a British Virgin Islands company. The
transaction will be accounted for as a reverse merger.

# Item 2.
Managements Discussion and Analysis or 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 March 31, 2005, is $61, and the amount of working capital we have 
which is current assets minus current liabilities  is $35. The amount of cash we
will need to operate our business over the next 12 months is $10,200 for administrative
expenses and approximately $60,000 for production and operating costs, for a total of
$70,200. The amount of cash we have on hand is insufficient to satisfy our cash
requirements for administrative expenses over the next year, and insufficient to pay for
some of our operational and production costs. Without an infusion of cash from future
money raises, we will not be able to continue as a going concern.

Over the next 12 months, we plan to
produce a minimum of one television pilot (the Boiler Twins pilot), and one
short film.

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;
| | -- | ---------------------------------------

| | 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
| | -- | ---------------------------------------------------------------------------------------------------------------

The first 15 steps (a  o) above
took approximately six months to complete, from November of 2002 to April of 2003 while
the last three steps (p  r) took approximately 19 months to complete, due to a lack
of funding. The cost of this project has been approximately $9,000 and Tal Kapelner has
paid for it out of his own pocket.

One step that we did not anticipate
was the securing of rights to use the song Ive Had the Time of My Life
which we use in our G! Dude? film. The rights to use this song in
non-commercial settings is estimated by attorneys to cost approximately $2,000 to $3,000,
although rights are not guaranteed and are subject to the approval of the owners of the
copyrights to the song. Without an additional infusion of cash, we will be unable to
secure rights to this film and will therefore be severely hampered in our ability to
screen our film. For example, we will not be able to upload the film to websites such as
ifilm.com or atomfilms.com, nor will we be able to screen our film at film festivals.

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; and
| | -- | --------------------------------------

| | 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; and
| | -- | ---------------------------------------------------------

| | h) | conduct
offering in the state of California, retain transfer agent, issue           share
certificates, etc.
| | -- | ------------------------------------------------------------------------------------------------------------

We began 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.

The fifth milestone in our business
plan was to apply for a priced quotation on the Over-The-Counter Bulletin Board stock
quotation service. The specific steps we took to complete this milestone were

| | a) | close
our stock offering pursuant to our earlier 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.
| | -- | ----------------------------------------------------------------------------------------------------

The timeframe for completing this
milestone was one year, from December 2003 to December 2004. There was no cost for
applying for a priced quotation on the OTC Bulletin Board stock quotation service.

Our sixth milestone is to complete
our second major entertainment product: a pilot episode of our new television series
The Boiler Twins. The specific steps we have taken towards accomplishing this
are

| | 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;           and
| | -- | -------------------------------------------------------------

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

The above steps were accomplished
between July and December of 2003, and cost approximately $5,000, which was paid for by
Mr. Kapelner. The steps we need to take to finish this project are

| | o) | secure
funding for the completion of this project;
| | -- | --------------------------------------------------

| | p) | re-shoot
principal           photography;
| | -- | -----------------------------------------

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

| | r) | 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.;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | t) | distribute
and           market the finished product through the various methods discussed above in
the           section.
| | -- | --------------------------------------------------------------------------------------------------------------------------

We anticipate completing these steps
by the end of fiscal year 2005, with a cost of at least $40,000, or more, if funding is
available for a more extensive production.

Our seventh 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.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The timeframe for completing this
milestone depends upon how quickly we can achieve financing; however, we anticipate
starting this project in August 2005 and uploading the finished product in September 2005.
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 eighth 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.
| | -- | ----------------------------------------------------------------------------------------------------------------

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 2005 to the end of May 2006, and
spending $40,000 to produce and market it, with the money coming from the proceeds of
future offerings or other debt or equity financing.

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 discs 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.

One problem with our marketing plan
that we did not anticipate was the securing of rights to use the song Ive Had
the Time of My Life which we use in our G! Dude? film. The rights to use
this song in non-commercial settings is estimated by attorneys to cost approximately
$2,000 to $3,000, although rights are not guaranteed and are subject to the approval of
the owners of the copyrights to the song. Without an additional infusion of cash, we will
be unable to secure rights to this film and will therefore be severely hampered in our
ability to screen our film. For example, we will not be able to upload the film to
websites such as ifilm.com or atomfilms.com, nor will we be able to screen our film at
film festivals.

Subsequent to the reporting period,
on May 6, 2005, an Agreement wa signed between Tally Ho and an unrelated California
corporation that has the exact same name: Tally-Ho Ventures, Inc. The California
corporation is not a parent, subsidiary nor an affiliated company of the registrant. The
sole officer, director and shareholder of the California corporation is Tal L. Kapelner,
our CFO and former President and Chairman.

In this Agreement of May 6, we sold
our website and all content thereon, as well as our logo, letterhead and any other
intellectual property, to the California corporation, in exchange for $200 cash. In
connection with this Agreement, an 8-K filing was filed on May 20, 2005, which has the
full disclosure and is incorporated herein.

Subsequent to the reporting period,
on May 9, 2005, a 1:30 reverse split of all issued and outstanding shares of the Common
Stock of Tally Ho was made effective. As a result of the reverse split, a new stock symbol
was issued: TLYH. Full disclosure of this reverse split was made on an 8-K/A filing of May
6, 2005, and is incorporated herein.

Subsequent to the reporting period,
on May 12, 2005, a Reorganization Agreement was signed by Tally Ho and by the shareholders
of Belgravia Intervest Group Limited, a British Virgin Islands company, wherein Tally Ho
issues 4,563,490 shares of its Common Stock to the shareholders of Belgravia, and in
exchange the shareholders of Belgravia turn in to Tally Ho all issued and outstanding
shares of Belgravia, thereby making Belgravia a wholly-owned subsidiary of Tally Ho. In
connection with the signing of the Reorganization Agreement, all officers and directors of
Tally Ho resigned on May 14, 2005, and new officers and directors were appointed effective
beginning May 15, 2005. An 8-K filing with all of the required disclosures regarding the
issues surrounding this Reorganization, including a copy of the Reorganization Agreement
itself, is being filed concurrently with this 10-QSB and is incorporated herein.

With this Reorganization Agreement,
and the earlier Agreement to sell our website and all intellectual property, including
website content and ideas for entertainment products, we are, as of May 12, 2005, no
longer in the business of producing entertainment products. The new officers, directors
and majority shareholders of Belgravia intend to embark Tally Ho on a new business plan,
the same one they have worked on at Belgravia Intervest Group Limited, Tally Hos
subsidiary. The business plan of Belgravia is discussed in the accompanying 8-K filing,
which is incorporated herein. Financial statements reflecting the wind-up of the
entertainment products business plan and the introduction of the new business plan will be
filed as part of Item 9.01 of the accompanying 8-K filing.

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.

OFF-BALANCE SHEET
ARRANGEMENTS

We have no off-balance sheet
arrangements.

# Item 3. Controls and
Procedures.

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

As of March 31, 2005, 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, 2005, 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

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.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------

# 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 23, 2005 |  | TALLY-HO VENTURES, INC.BY: /S/ Peter Smith
Peter SmithPresident
|------------------ |  | -----------------------------------------------------------------------------

|Date  May 23, 2005 |  | TALLY-HO VENTURES, INC.BY: /S/ Tal L. Kapelner
Tal L. Kapelner Chief Financial Officer
|------------------ |  | ----------------------------------------------------------------------------------------------------