**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 September 30, 2005





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





For
      the
      transition period from _______to ________





Commission
      file number : 000-50873





**TALLY-HO
      VENTURES, INC.**


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





**DELAWARE**
            **431988542**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)





115
      route
      d ́Arlon


L-8311
      Capellen


Luxembourg ****


(address
      of principal executive offices)





011-9714-319-7451


(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 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





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


Yes
      [ ]
      No [X]





As
      of
      November 13, 2005, there were 8,000,715 shares of common stock issued and
      outstanding.





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











Tally-Ho
      Ventures, Inc.





Table
      of
      Contents





PART
                I.
            FINANCIAL
                INFORMATIONItem
                1.
            Financial
                Statements (Unaudited)
            3Condensed
                Consolidated Balance SheetsJune
                30, 2005 and December 31, 2004
            3Condensed
                Consolidated Statements of LossesThree
                and Six Months Ended June 30, 2005 and 2004
            4Condensed
                Consolidated Statements of Cash FlowsSix
                Months Ended June 30, 2005 and 2004
            5Notes
                to Unaudited Condensed Consolidated Financial InformationJune
                30, 2005
            6Item
                2.
            Management's
                Discussion and Analysis
            7Item
                3.
            Controls
                and Procedures
            11PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            11Item
                2.
            Unregistered
                Sales of Equityand Use of Proceeds
            11Item
                3.
            Defaults
                Upon Senior Securities
            11Item
                4.
            Submission
                of Matters to a Vote of Security holders
            12Item
                5.
            Other
                Information
            12Item
                6.
            Exhibits
            12Signatures
            12








2







**Item
      1. Financial Statements**




TALLY-HO
      VENTURES, INC


BALANCE
      SHEET


As
      of
      September 30, 2005


(Un-audited)


ASSETSCurrent
                assets:Cash
                and cash equivalents
            $67,291Investment
                advisory fees receivable
            $329,304Prepaid
                expenses and other current assets
            $8,487Total
                current assets
            $405,082Fixed
                assets, net
            $509,612Acquired
                client relationships, net
            $23,761,137Goodwill
            $2,396,526Other
                assets
            $140,679Total
                assets
            $27,213,035LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                liabilities:Accounts
                payable and accrued liabilities
            $194,630Payables
                to related partyTotal
                current liabilities
            $194,630Senior
                convertible debt
            $68,687Total
                liabilities
            $263,317Stockholders'
                equity:Common
                stock
            $1,516Additional
                paid-in capital
            $10,000,000Accumulated
                other comprehensive income
            $13,455,355Retained
                earnings
            $3,492,847Total
                stockholders' equity
            $26,949,719Total
                liabilities and stockholders' equity
            $27,213,035











3







TALLY-HO
      VENTURES, INC


STATEMENT
      OF INCOME AND EXPENSES


Three
      months and nine months ended September 30, 2005 and 2004


(Un-audited)


July
                1 to
            January
                1 to
            July
                1 to
            January
                1 toSept
                30
            Sept
                30
            Sept
                30
            Sept
                302005
            2005
            2004
            2004Revenue
            $3,644,359
            $7,422,619
            $0
            $0Operating
                expenses:Compensation
                and related expenses
            $2,511,577
            $5,114,652
            $0
            $0Selling,
                general and administrative
            $374,561
            $763,325
            $2,307
            $6,350Other
                operating expenses
            $196,771
            $399,367
            $0
            $0$3,082,909
            $6,277,344
            $2,307
            $6,350Operating
                income
            $561,449
            $1,145,275
            ($2,307)
            ($6,350)Non-operating
                (income) and expenses:
            $0
            $0
            $0
            $0Investment
                and other income
            $0
            ($1,890)
            $0
            $0Interest
                expense
            $0
            $0
            $0
            $0Net
                Income
            $561,449
            $1,147,165
            ($2,307)
            ($6,350)Earnings
                per share
            $0.070
            $0.143
            $0.000
            $0.000Average
                shares outstanding
            8,000,000
            8,000,000
            43,140,000
            43,140,000


















4







TALLY-HO
      VENTURES, INC


STATEMENTS
      OF CASH FLOWS


Nine
      months ended September 30, 2005 and 2004


Un-audited


January
                1 to
            January
                1 toSept
                30, 2005
            Sept
                30, 2004CASH
                FLOW FROM OPERATING ACTIVITIESNet
                Income (Loss)
            $1,147,165
            ($8,642)Adjustments
                to reconcile Net Income tocash
                flow from (used in) operating activities:Depreciation
                and amortization of fixed assetsImputed
                interest on notes payable to shareholders
            
            $354Changes
                in assets and liabilities:Increase
                in investment advisory fees receivable
            ($329,303)Increase
                in other current assets
            ($8,487)Increase
                in acquired client relationships
            ($23,761,137)Increase
                in fixed assets
            ($509,612)Increase
                in goodwill
            ($2,396,526)Increase
                in other intangible assets
            ($140,679)Changes
                in accounts payable, accrued expenses and other liabilities
            $194,630
            ($310)Stock
                issued for acquisition of assets
            $10,000,000Increase
                in reserves and surplus
            $13,456,811Increase
                in retained earnings
            $2,345,683Increase
                imputed interest
            0Increase
                in long term debts
            $68,687NET
                CASH FLOW FROM (USED IN) OPERATING ACTIVITIES
            $67,231
            ($8,598)CASH
                FLOW FROM FINANCING ACTIVITIESProceeds
                from notes payable to shareholders
            
            $1,650Payments
                on notes payable to shareholders
            
            ($2,596)Issuance
                of common stock
            
            $42,500Stock
                returned
            
            ($8,500)NET
                CASH FLOW FROM FINANCING ACTIVITIES
            $0
            $33,054NET
                CHANGE IN CASH
            $67,230
            $24,456Cash
                Balance Beginning
            $61
            $6,268CASH
                BALANCE ENDING
            $67,291
            $30,724




5









TALLY-HO
      VENTURES, INC.


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**






|**1.** | **Basis
              of Presentation**
|------ | ---------------------------------------



The
      consolidated financial statements of Tally-Ho Ventures, Inc. ("Company" or
      "THV") have been prepared in accordance with accounting principles generally
      accepted in the United States of America for interim financial information
      and
      with the instructions to Form 10-Q and Rule 10-01 of
      Regulation S-X. Accordingly, they do not include all of the information
      and
      footnotes required by accounting principles generally accepted in the United
      States of America for complete financial statements. The year-end condensed
      balance sheet data was derived from audited financial statements, but does
      not
      include all of the disclosures required by accounting principles generally
      accepted in the United States of America. In the opinion of management, all
      adjustments (consisting of normal recurring accruals) considered necessary
      for a
      fair statement have been included. All inter-company balances and transactions
      have been eliminated. Certain reclassifications have been made to the prior
      period's financial statements to conform to the current period's presentation.
      These reclassifications had no impact on our results of operations or changes
      in
      stockholders' equity. Operating results for interim periods are not necessarily
      indicative of the results that may be expected for the full year. The Company's
      Annual Report on Form 10-K for the fiscal year ended December 31,
      2004
      includes additional information about THV, its operations and its financial
      position, and should be read in conjunction with this Quarterly Report on
      Form 10-Q.




|**2.** | **Commitments
              and Contingencies.**
|------ | ------------------------------------------------



The
      Company and its Affiliates are subject to claims, legal proceedings and other
      contingencies in the ordinary course of their business activities. Each of
      these
      matters is subject to various uncertainties, and it is possible that some of
      these matters may be resolved in a manner unfavourable to the Company or its
      Affiliates. The Company and its subsidiary establish accruals for matters for
      which the outcome is probable and can be reasonably estimated. Management
      believes that any liability in excess of these accruals upon the ultimate
      resolution of these matters will not have a material adverse effect on the
      consolidated financial condition or results of operations of the Company.




|**3.** | **Acquisitions**
|------ | ----------------



On
      September 27, 2005, Tally-Ho entered in to a Sales Purchase Agreement for
      acquisition of 100% of the ownership interest in Master Finance Europe S A,
      a
      Luxembourg based company.







**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.





**Description
      of the Business**





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. As a result of this reverse merger, Belgravia
      has become the operating company and the business plan associated with the
      Company prior to the transaction has been abandoned.





Belgravia
      is a wealth management organization focused on serving the needs of families
      and
      high net worth individual throughout the world, with over $450 million under
      management and more than 17,000 families looking to Belgravia to provide a
      broad
      range of sophisticated services, including financial counseling, estate
      planning, asset allocation, investment management and corporate
      services.





Belgravia
      was formed by the September 2002 merger of Belgravia Group International and
      The
      Intervest Group. Belgravia Group International had been formed by our President,
      Mr. Peter Smith, in 1994 as he moved from the London Stock Exchange into
      offshore financial services. The Intervest Group was formed in 19995 by the
      combination of Lazard Holdings (Bahamas) and Arabian Brokers International
      (Saudi Arabia), resulting in a multinational business group with operations
      in
      15 countries across Europe, Asia and Africa. Initially, The Intervest Group
      limited its operations to providing taxation and investment advice to
      expatriates in the Middle East. Although the geographical scope and the scope
      of
      services provided by the combined Belgravia Intervest Group Limited have greatly
      expanded, the focus on providing services to expatriates has
      remained.




There
      are
      currently estimated to be 25 million expatriate workers and this figure is
      projected to grow by 15% per year. More couples are retiring overseas at an
      earlier age. Overseas positions are well paid; but few companies offer the
      benefits of a decade ago. Many workers are required to take care of themselves
      when it comes to financial planning and health care. ( *Source:
      Merrill Lynch, Cap Gemini and Ernst & Young* ).  This
      represents a significant market, growing market for the wealth management
      industry and Belgravia is well placed to service this growing
      market.




Belgravia
      recognized some years ago that the international Independent Financial Advisor
      (“IFA”) market was in the process of change and that the opportunity was arising
      for a new business model. Belgravia was, and continues to be, determined to
      seize that opportunity - to be the first, and best, of a new breed of
      international IFAs that will emerge in a compliance and regulation driven
      international marketplace; and, to become a market leader in terms of advice
      and
      service led financial services. To achieve this, it recognized that it would
      have to ‘raise the bar’ in terms of international IFA standards of management,
      advice and service. At the same time, it acknowledged the need for business
      scale and critical mass. Belgravia has already emerged as a structured,
      disciplined, focused and profitable distribution organization operating to,
      and
      consistently achieving, high standards of productivity and profitability through
      the delivery of quality advice, service and products to the Company’s
      clients.





7





This
      focus has enabled the Company to more clearly identify priorities, targets
      and
      measures when developing distribution capability and the business
      infrastructure. The following characteristics have been identified as key to
      hittting our targets:




|§ | A
              track record of growing revenues and profits, and clearly identifiable
              ‘brand’.
|- | -------------------------------------------------------------------------------------------------------------





|§ | A
              ‘Business Proposition’ that is visionary but pragmatic, and 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 back up that
              story;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------





|§ | An
              infrastructure that has the right people in the right roles; working
              to
              common systems, processes and controls; with internal procedures that
              are
              robust and consistent; and strong financial and compliance controls;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|§ | A
              company culture that has clarity and consistency as to ‘who does what
              around here’; and ‘how things work around here’, along with a shared
              belief in the overall client proposition and management standards and
              values.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




By
      early
      2005, Belgravia Intervest Group Limited had made good to excellent progress
      against the first three of these measures. In particular, it built the
      distribution capability and can demonstrate a clear track record of growth
      in
      revenues and profits. The initial business plan targets have been met despite
      the business facing some very challenging decisions and difficult trading
      conditions, such as the Gulf War and weak equity markets. Belgravia has begun
      to
      target recurring income on funds under management.




Belgravia’s
      channel now holds financial advisory licenses in Belgium, Holland, Kuwait,
      Oman,
      Azerbaijan, China, Japan, Luxembourg, (Cyprus, Bahrain, Malaysia, Singapore,
      Kenya and Uganda to follow). The Company has compliance structures (including
      compliance managers) in place in each territory, although these standards are
      being constantly raised. Compliance will soon be centered in one location adding
      further value and streamlining to an already effective business






A
      key
      part of the operational focus has been the design and implementation of
      financial templates for each distribution channel against which the business
      units within each channel can be measured. Belgravia is now focusing on the
      alignment of systems and controls, while also building towards a commonality
      of
      culture across various distributions channels. It’s efforts here are geared
      around ‘client proposition’ which ensures that all IFAs follow the same advice
      process, using the same documentation, and applying the same service standards.
      Belgravia has planned for this process to be fully operational and effective
      by
      the end of 2005. Having successfully installed the financial software system,
      Belgravia has made significant progress in centralizing its finance and accounts
      function. Since the early part of 2005, the Company has had a centralized
      commissions function also.






Belgravia
      now intends to further develop the distribution capacity by rolling out a
      Franchise style operation to attract experienced IFAs who want to operate under
      the Belgravia brand and licenses, but retain a degree of commercial
      independence.




On
      September 27, 2005, Tally-Ho entered in to a Sales Purchase Agreement for
      acquisition of 100% of the ownership interest in Master Finance Europe S A,
      a
      Luxembourg based company.





**RISKS
      AND UNCERTAINTIES**





**If
      The Company Does Not Continue To Create, Attract And Retain Viable Products
      In
      The Wealth Management Industry, Our Profitability Could Be Adversely
      Affected.**





The
      wealth management industry has experienced considerable growth in the past
      decade. Changing demographics and concern about financial security in
      retirement, compounded by a continuing low-interest rate environment, are
      expected to result in a continued increase in assets available for investment.
      In recent years, investors have endeavored to increase their knowledge of
      available investment products and services, and wealth management firms have
      responded by increasing the availability of and access to information in respect
      of these wealth management products and services. Simultaneously, there has
      been
      an increase in the number, type and sophistication of products and services
      offered by financial institutions. The Company believes that these changing
      factors will result in an increased number of investors seeking some level
      of
      professional financial and investment advice in managing their investments.
      Belgravia Intervest Group is well positioned to meet this challenge as it
      continues to establish itself as a fully integrated wealth management business,
      combining professional investment management products, solutions and services
      with knowledgeable financial advisory professionals.











8











However,
      the profitability of the Company is directly related to its ability to create,
      attract and retain specific products. These products are subject to a fee,
      generally calculated as a percentage of their net asset value. Should a sizable
      number of clients seek to terminate their arrangements with the Company, its
      profitability would be adversely affected.





**The
      Company May Not Be Able to Successfully Integrate
      Acquisitions**





The
      Company's growth strategy has relied in part on acquisitions and the associated
      realization of operating synergies. A successful acquisition requires the
      Company to identify suitable candidates for purchase on acceptable terms, and
      the acquired business to be successfully integrated in a timely and
      non-disruptive manner designed to minimize the risk of loss of client business.
      Even with the investment of management and financial resources, an acquisition
      may not produce the anticipated revenue, earnings or business synergies. In
      addition, acquisitions can involve non-recurring charges and, if not successful,
      the write-off of amounts of goodwill and other intangible assets that could
      have
      an adverse effect on the Company's financial results. Management performs an
      extensive review of the value of goodwill and other intangible assets on an
      ongoing basis, which review has not identified any required
      adjustments.





**Market
      Influences Beyond The Control Of The Company Could Affect Our Overall
      Profitability.**





Negativity
      in domestic and international capital markets may challenge the Company. The
      movement of capital markets is beyond the control of teh Company but, to a
      significant degree, may impact on the Company's overall profitability. Revenues
      from the Company's investment management arm are primarily based on market
      values, generally determined using trading values of underlying securities
      in
      global markets. The unpredictability of the global economy may also affect
      retail and institutional clients' willingness to actively trade in capital
      markets, impacting the Company's commission revenues as well as trading and
      corporate finance activities.





**The
      Wealth Management Industry is Highly Competitive, With Some Companies Having
      Greater Financial or Other Resources**





The
      Company operates in a highly competitive environment that includes other
      providers of wealth management products such as mutual funds and private client
      investment managers, financial advisors, investment dealers, banks and insurance
      companies, some of which have greater financial or other resources than the
      Company. In order to remain competitive, the Company will continue to be
      innovative in the development of financial products and solutions for its
      clients, to monitor its investment performance and to provide the highest level
      of service to its clients.





There
      may
      be competitive pressures from time to time to lower the fees that the Company
      charges on its products and services which may impact the ability to retain
      clients in the future. While changes to management fee rates, commission rates
      and trailer fee rates will affect the operating results of the Company,
      management believes that its current fee structure is competitive with its
      industry peers.





**Changing
      Regulatory Requirements May Affect the Profitability of Our Business or Limit
      Our Ability to Conduct Business**





The
      regulatory operating environment for wealth management and financial services
      continues to expand, becoming more regimented and complex. The Company supports
      regulatory changes that enhance the integrity and reputation of our industry
      and
      that protect the interests of our client base. The Company's compliance
      personnel actively participate in the development of new legislation and
      regulation. However, new regulatory requirements may involve changes to the
      way
      we currently conduct our business or may increase the cost and associated
      profitability of our business. The Company believes that its ability to comply
      with all applicable laws and regulations including these emerging changes is
      dependent upon the establishment, implementation and maintenance of extensive
      compliance policies and procedures. The Company has a team of experienced
      compliance personnel that works full time on these efforts. When the Company
      completes an acquisition, it is possible that the acquired company's compliance
      standards may have been insufficient or not as developed as those of the
      Company. The Company attempts to resolve compliance issues through its due
      diligence review; however, it is possible that its review will not identify
      all
      possible problems.








9





Regardless
      of the Company's effectiveness in monitoring and administering established
      compliance policies and procedures, the Company, and any of its directors,
      officers, employees or agents, may be subject to liability or fines which may
      limit the ability to conduct business.





**The
      Capital Requirements of the Company may Require Additional Equity Funding,
      Which
      Would Dilute the Ownership of Our Current Stockholders**





Belgravia
      Intervest Group may be required to raise additional funds through public or
      private financing, strategic relationships or other arrangements for a variety
      of purposes, including business acquisitions, to capitalize on unanticipated
      opportunities, as well as to respond to competitive pressures. Additional equity
      funding will reduce the percentage ownership of the existing shareholders of
      the
      Company and may dilute net book value per share. It is also possible that any
      such equity funding may involve securities which have rights or privileges
      senior to those of holders of common shares or that any debt financing, if
      available, may involve restrictive covenants. There can be no assurance that
      such additional funding, if needed, will be available on economic terms, or
      at
      all.





**The
      Company Has Assumed Certain Credit Risks**





The
      Company is exposed to the risk that third parties that owe the Company cash,
      securities or other assets may not fulfill their obligations, due to lack of
      liquidity, bankruptcy, operational failure or other cause. These parties include
      trading counterparties, customers, clearing agents, exchanges, clearing houses,
      other financial intermediaries, and issuers whose securities are held by us.





**Additional
      information about the Company can be obtained at its web site,** **http://www.belgravia-intervest.com/** **.**





**Basis
      of Presentation**





The
      accompanying consolidated financial statements, included elsewhere in this
      Quarterly Report on Form 10-QSB, have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplate continuation as a going concern. The Company had net income of
      $561,449 for the quarter ended September 30, 2005 and as of September 30, 2005,
      had working capital of $210,452.





**Discussion
      of Financial Results**





The
      unaudited consolidated financial statements included in this report reflect
      the
      results of consolidating the operations of the Company after the reverse merger
      with Belgravia and the operations of the Company without the inclusion of the
      operations of Belgravia during the same period of time for the prior year.
      Therefore, a period-to-period comparison is not meaningful.





**Liquidity
      and Capital Resources**





As
      of
      September 30, 2005, the Company had working capital of $210,452. We generated
      a
      positive cash flow of $67,231 from operating activities during the quarter
      ended
      September 30, 2005.





The
      Company believes it will require additional new capital only in order to fund
      its planned acquisitions over the next 12 months; which, if required may be
      obtained through equity or debt financing.





**Off-Balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements.





10





ITEM
      3. CONTROLS AND
      PROCEDURES.





a. **** Evaluation
      of Disclosure Controls and Procedures .
      As of
      June 30, 2005, our management carried out an evaluation, under the supervision
      of our Chief Executive Officer and Chief Financial Officer of the effectiveness
      of the design and operation of our system of disclosure controls and procedures
      pursuant to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under
      the Exchange Act).  Based on that evaluation, our chief executive officer
      and chief financial officer concluded that our disclosure controls and
      procedures are effective to provide reasonable assurance that information we
      are
      required to disclose in reports that we file or submit under the Exchange Act
      is
      recorded, processed, summarized and reported within the time periods specified
      in Securities and Exchange Commission rules and forms, and that such information
      is accumulated and communicated to our management, including our chief executive
      officer and chief financial officer, as appropriate, to allow timely decisions
      regarding required disclosure.





b. **** Changes
      in internal controls .
      There
      were no changes in internal controls over financial reporting that occurred
      during the period covered by this report that have materially affected, or
      are
      reasonably likely to materially effect, our 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 —**





**ITEM
      1. LEGAL PROCEEDINGS**





None





**ITEM
      2.** **UNREGISTERED
      SALES OF EQUITY**  **SECURITIES
      AND USE OF PROCEEDS**





None





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





None








11





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None





**ITEM
      5. OTHER INFORMATION AND SUBSEQUENT EVENTS**





None





**ITEM
      6. EXHIBITS**


**Index
      of Exhibits:**





31.1
            Certification
                of Chief Executive Officer 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 Chief Financial Officer 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 Chief Executive officer pursuant to 18 U.S.C. Section 1350, adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
            Certification
                of Chief Financial 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:
                November 18, 2005
            
            **TALLY-HO
                VENTURES, INC.**
              BY:
                /s/ Peter Smith
              ——————————————
              Peter
                Smith
              President,
                Chief Executive Officer








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