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, 2006
 
 []
        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)
 
 011-352-26301540
 (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
        April 1, 2006, there were 8,650,624 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)
              2Condensed
                  Consolidated Balance SheetsMarch
                  31, 2006 and December 31, 2005
              3Condensed
                  Consolidated Statements of Income forThree
                  Months Ended March 31, 2006 and 2005
              4Consolidated
                  Statement of Stockholders’ Equity
              5Condensed
                  Consolidated Statements of Cash FlowsThree
                  Months Ended March 31, 2006 and 2005
              6Notes
                  to Unaudited Condensed Consolidated Financial InformationMarch
                  31, 2006
              7Item
                  2.
              Management's
                  Discussion and Analysis
              10Risks
                  and Uncertainties
              16Item
                  3.
              Controls
                  and Procedures
              18PART
                  II.
              OTHER
                  INFORMATIONItem
                  1.
              Legal
                  Proceedings
              18Item
                  2.
              Unregistered
                  Sales of Equity and Use of Proceeds
              18Item
                  3.
              Defaults
                  Upon Senior Securities
              19Item
                  4.
              Submission
                  of Matters to a Vote of Security holders
              19Item
                  5.
              Other
                  Information
              19Item
                  6.
              Exhibits
              19Signatures
              19
 
 1
 2
  
  
 
 PART
        I
        - FINANCIAL INFORMATION
 
 ITEM
        1.
        FINANCIAL STATEMENTS
 
 The
        accompanying financial statements of Tally-Ho Ventures, Inc. (the “Company”) for
        the three months ended March 31, 2006 and March 31, 2005 have been prepared
        by
        the Company’s management and they do not include all information and notes to
        the financial statements necessary for a complete presentation of the financial
        position, results of operations, and cash flows in conformity with accounting
        principles generally accepted in the United States of America. In the opinion
        of
        management, all adjustments considered necessary for a fair presentation
        of the
        results of operations and financial position have been included and all such
        adjustments are of a normal recurring nature.
 
 Operating
        results for the quarter ended March 31, 2006, are not necessarily indicative
        of
        the results that can be expected for the year ending December 31,
        2006.
 
 2
  
  
 TALLY-HO
                  VENTURES, INC.CONSOLIDATED
                  BALANCE SHEETS[UNAUDITED]Mar
                  31
              Dec
                  312006
              2005ASSETS
              
              
              US
                  DollarsCURRENT
                  ASSETSCash
                  and Cash Equivalents
              $1,389,555
              $588,240Escrow
                  Accounts
              $2,017,496
              $5,304,681Sales
                  Ledger Receivables
              $1,169,885
              $2,483,908Other
                  Receivables
              $299,755
              $117,027Accrued
                  Income
              
              $14,738TOTAL
                  CURRENT ASSETS
              $4,876,691
              $8,508,594Investment
                  in Subsidiaries
              
              $4,563Property-Plant
                  and EquipmentFurniture
                  and Fittings
              $39,335
              $35,565Office
                  Equipment
              $60,431
              $67,961Intangible
                  Assets net of amortisationGoodwill
              $1,371,245
              $1,411,981Other
                  Long-term Assets
              $18,837
              $18,985TOTAL
                  ASSETS
              
              $6,366,539
              $10,047,649LIABILITIES
                  ANDSTOCKHOLDERS' EQUITYCURRENT
                  LIABILITESEscrow
                  Accounts Payable
              $1,987,922
              $5,155,848Other
                  Amounts Payable
              $1,564,850
              $1,566,466Commission
                  Payable
              $961,510
              $1,891,270Income
                  Tax payable
              $417,903
              $395,895Accrued
                  Payroll
              $193,687
              $118,608TOTAL
                  CURRENT LIABILITIES
              $5,125,872
              $9,128,087TOTAL
                  LIABILITIES
              $5,125,872
              $9,128,087Minority
                  Interest
              $345,168
              $339,066CAPITAL
                  STOCKCommon
                  Stock, par value $0.10 per shareAuthorised
                  Shares: 75,000,000Issued
                  Shares:
              8,650,624
              $8,651
              $8,651Paid-in
                  CapitalRetained
                  Earnings
              $886,848
              $571,845TOTAL
                  SHAREHOLDERS' EQUITY
              $895,499
              $580,496TOTAL
                  LIABILITIES AND SHAREHOLDERS' EQUITY
              $6,366,539
              $10,047,649
 
 3
  
  
 
 
 TALLY
                  HO VENTURES INCSTATEMENTS
                  OF INCOME AND RETAINED EARNINGS[UNAUDITED]Three
                  Months EndedMar
                  31
              Mar
                  312006
              2005Commission
                  and Advisory Fees Received
              $1,667,542Commission
                  Paid to Advisors
              $
                  (706,914)Gross
                  margin from operations
              $960,628Operating
                  ExpensesRemuneration
                  & Social Security
              $(354,256)Administrative
                  Expenses
              $(412,789)
              $(37,779)Depreciation
                  & Financial Expenses
              $
                  (63,185)Income
                  from operations
              $130,398
              $(37,779)Other
                  Revenues/GainsInterest
                  revenue
              $
                  3,750Income
                  from Franchising
              $
                  280,437Provisions
                  for Income Tax
              $(93,481)Minority
                  Interest
              $
                  (6,101)Net
                  Profit (Loss)
              $315,003
              $(37,779)Basic
                  income per share
              $0.036414
              $(0.025013)Weighted
                  average number of shares outstanding
              8,650,624
              1,510,376
 
 4
  
  
 TALLY
                  HO VENTURES INCCONSOLIDATED
                  STATEMENT OF STOCKHOLDERS' EQUITYFOR
                  THE QUARTER ENDED MARCH 31, 2006Common
                  Stock
              Paid-in
              Retained
              TotalCapital
              Earnings
              EquityNumbers
              Amount
              Amount
              Amount
              AmountBalance
                  at January 1 2006
              8650624
              $8,651
              $0
              $571,845
              $580,496Net
                  profit for the quarter endedMarch
                  31, 2006
              
              
              
              $315,003
              $315,003Balance
                  at March 31, 2006
              8000715
              $8,651
              $0
              $886,848
              $895,499
 
 5
  
  
 TALLY
                  HO VENTURES INCCONSOLIDATED
                  STATEMENT OF CASHFLOWSFOR
                  THE THREE MONTHS ENDED MARCH 312006
              2005CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  Income:
              $315,003
              $(37,779)Decrease
                  in Accounts Payable
              $
                  (929,760)Decrease
                  in Escrow Accounts Payable
              $(3,167,926)Decrease
                  in Other Payables
              $
                  1,616)Increase
                  in Income Tax Payable
              $22,008Increase
                  in Accrued Liabilities
              $75,079Decrease
                  in Accounts Receivables
              $1,314,023Decrease
                  in Accrued Income
              $14,738Decrease
                  in Escrow Accounts
              $3,287,185Increase
                  in Other Receivables
              $(182,728)Stock
                  issued for services
              
              $
                  26,000NET
                  CASH USED IN OPERATING ACTIVITIES
              $746,006
              $(11,779)CASH
                  FLOWS FROM NON-OPERATING ACTIVITIESDecrease
                  in Investment in Subsidiaries
              $4,563Decrease
                  in Fixed Assets
              $3,760Decrease
                  in Intangible Assets
              $40,736Decrease
                  in Long-term Assets
              $148Payments
                  on notes payable to shareholders
              
              $
                  (6,442)Stock
                  issued for Cash
              
              $
                  8,979Increase
                  in Minority Interest
              $6,102NET
                  CASH USED IN NON OPERATING ACTIVITIES
              $55,309
              $
                  2,537Net
                  change in cash and cash equivalents
              $801,315
              $
                  (9,242)Cash
                  and cash equivalents at beginning of period
              $588,240
              $9,303Cash
                  and cash equivalents at end of period
              $1,389,555
              $61
 
  6
   
   
   TALLY-HO
        VENTURES, INC.
   NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
   (Unaudited)
   
   1.
        Basis
        of Presentation
   The
        accompanying unaudited consolidated financial statements have been prepared
        in
        accordance with the rules and regulations of the Securities and Exchange
        Commission (the “S.E.C.”). Accordingly, they do not include all of the
        information and footnotes required by generally accepted accounting principles
        for complete financial statements. In the opinion of management, all
        adjustments, consisting only of normal recurring adjustments, necessary to
        present fairly the consolidated financial position of TALLY-HO VENTURES,
        INC.
        (the “Company” or “TALLY-HO”) as of March 31, 2006 and the results of its
        operations and its cash flows for the three months ended March 31, 2006 and
        2005
        have been included for the periods presented. The results of operations and
        cash
        flows for the three months ended March 31, 2006 are not necessarily indicative
        of the results to be expected for any other interim period or the full year.
        The
        balance sheet at December 31, 2005 has been derived from the audited financial
        statements at that date but does not include all the information and footnotes
        required by generally accepted accounting principles for complete financial
        statements. These consolidated financial statements should be read in
        combination with the audited consolidated financial statements and notes
        thereto
        for the year ended December 31, 2005.
  
 Principles
        of Consolidation
 
 The
        consolidated financial statements include the accounts of the Company, its
        wholly-owned subsidiaries, and those entities in which we have a variable
        interest. Intercompany balances and transactions have been eliminated.
 
 Use
        of
        Estimates
 
 The
        preparation of financial statements in conformity with GAAP requires estimates
        and assumptions that affect the reported amounts of assets and liabilities,
        revenues and expenses, and related disclosures of contingent liabilities
        in the
        consolidated financial statements and accompanying notes. Estimates are used
        for, but not limited to, valuation of investments, receivables valuation,
        sales
        returns, incentive discount offers, inventory valuation, depreciable lives
        of
        fixed assets, internally-developed software, valuation of acquired intangibles,
        income taxes, stock-based compensation, and contingencies. Actual results
        could
        differ materially from those estimates.
 
 Earnings
        per Share
 
 Basic
        earnings per share is calculated using our weighted-average outstanding common
        shares.
 
 Intangible
        Assets
 
 Acquired
        intangibles totaled $1,371,245 and have estimated useful lives of between
        one
        and ten years. The excess of purchase price over the fair value of the net
        assets acquired is classified as “Goodwill” on our consolidated balance sheets.
        The results of operations of the acquired business have been included in
        our
        consolidated results from the closing date forward.
 
 Depreciation
        of Fixed Assets
 
 Fixed
        assets include assets such as furniture and fixtures and office equipment.
        Depreciation is recorded on a straight-line basis over the estimated useful
        lives of the assets generally five years or less. Depreciation expense is
        generally classified within the operating expense categories on our consolidated
        statements of operations
 7
  
  
 Other
        Assets
 
 Included
        in “Other Long-term Assets” on our consolidated balance sheets are amounts
        primarily related to security deposits for licenses.
 
 Accrued
        Expenses and Other Current Liabilities
 
 Included
        in “Accrued Payroll” at March 31, 2006 includes the accumulated indemnity and
        social security for employees. Commission Payable represents the brokers
        who are
        owed commission on the business in the pipeline which is included in the
        revenue
        on accrual basis. Other Amounts Payable included a loan availed for the
        acquisition of a subsidiary and is still outstanding.
 
 Income
        Tax Payable
 
 Income
        Tax Payable represents the Income tax liability to the Grand Duchy of Luxembourg
        based on the income of the previous year.
 
 Commission
        and Advisory Fees Received
 
 Commission
        and Advisory Fees Received included the accrued commission on business on
        the
        pipeline after providing for the normal lapses on historical basis.
 
 Allowance
        For Doubtful Accounts
 
 The
        allowance for doubtful accounts on accounts receivable is charged to income
        in
        amounts sufficient to maintain the allowance for uncollectible accounts at
        a
        level management believes is adequate to cover any probable losses. Management
        determines the adequacy of the allowance based on historical write-off
        percentages and information collected from individual customers. Accounts
        receivable are charged off against the allowance when collectibles is determined
        to be permanently impaired (bankruptcy, lack of contact, account balance
        over
        one year old, etc.). The receivables are from banking and non banking financial
        institutions and therefore, historically bad debts are negligible.
 
 Cash
        and
        Cash Equivalents
 
 As
        of
        March 31, 2006 and December 31, 2005 our cash and cash equivalents of $1,389,555
        and $588,240, at fair value, primarily consisted of cash, and bank balances.
 
 Long-Term
        Debts
 
 We
        do not
        have any long term debts
 
 Related
        Party Transactions
 
 Minority
        interest represents 15% equity held by La Financiere Wolf Sarl, a company
        owned
        by Mr. Emanuel Wolf, Managing Director of Master Finance Holdings S A, in
        the
        company Master Finance Europe S A, an 85% subsidiary of Master Finance Holdings
        S A.
 
 Legal
        Proceedings
 
 In
        the
        ordinary course of business, the Company is from time to time involved in
        various pending or threatened legal actions. The litigation process is
        inherently uncertain and it is possible that the resolution of such matters
        might have a material adverse effect upon the financial condition and/or
        results
        of operations of the Company. However, in the opinion of the Company's
        management, matters currently pending or threatened against the Company are
        not
        expected to have a material adverse effect on the financial position or results
        of operations of the Company.
 
 8
  
  
 Discontinued
        Operation
 
 In
        the
        current fiscal year, the Company has franchised the operations of Belgravia
        Intervest Group Limited to Affinity Group and later on sold the ownership
        rights
        to Amalgamated Holdings S.A. due to conflict of interest between the Company's
        future development plans and the operations of Belgravia Intervest Group
        Limited. The assets of the discontinued operation have been eliminated from
        the
        books of the Company except the par value of the shares utilized for the
        acquisition of the discontinued operation.
 
 Outstanding
        Commitments
 
 In
        November 2005 the Company entered into a Letter of Intent with ProTrust.
        The
        operations of ProTrust are expected to become an operating subsidiary of
        Tally-Ho Ventures, with key members of ProTrust management team entering
        into
        long-term employment contracts. Completion of the transaction is subject
        to
        final negotiation of a share purchase agreement, completion of due diligence
        and
        satisfaction of customary conditions to closing. The Company hasn’t signed the
        final agreement during the three months ended March 31, 2006
 
 9
  
  
 ITEM
        2.
        MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
 
  1.
        CAUTION REGARDING FORWARD-LOOKING INFORMATION
   Certain
        statements contained in this annual filing, including, without limitation,
        statements containing the words "believes", "anticipates", "expects" and
        words
        of similar import, constitute forward-looking statements. Such forward-looking
        statements involve known and unknown risks, uncertainties and other factors
        that
        may cause the actual results, performance or achievements of the Company,
        or
        industry results, to be materially different from any future results,
        performance or achievements expressed or implied by such forward-looking
        statements.
   Such
        factors include, among others, the following: international, national and
        local
        general economic and market conditions; demographic changes; the ability
        of the
        Company to sustain, manage or forecast its growth; the ability of the Company
        to
        successfully make and integrate acquisitions; raw material costs and
        availability; new product development and introduction; existing government
        regulations and changes in, or the failure to comply with, government
        regulations; adverse publicity; competition; the loss of significant customers
        or suppliers; fluctuations and difficulty in forecasting operating results;
        changes in business strategy or development plans; business disruptions;
        the
        ability to attract and retain qualified personnel; the ability to protect
        technology; and other factors referenced in this and previous filings.
   The
        Company is focused on building a revenue stream from acquisition of existing
        companies operating profitably or acquisition of existing companies operating
        at
        a loss, but with ample business opportunities to run them profitably.
   This
        report contains forward-looking statements within the meaning of Section
        27A of
        the Securities Act. These statements relate to future events or the Company's
        future financial performance. 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.
   3.
        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 providing a broad range of sophisticated services, including
        financial counselling, 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.
   10
   
   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 Companies clients.
   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
        hitting our targets:
   o
        A track
        record of growing revenues and profits, and clearly identifiable brand.
   o
        A
        Business Proposition that is visionary but pragmatic, and supported by a
        clear,
        well-articulated business plan, and financial forecasts;
   o
        A
        business that has a compelling and believable story, with the people, systems
        and processes to back up that story;
   o
        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;
   o
        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. Its 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.
   11
   
   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.
   MASTER
        FINANCE
   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 (MFE).
   The
        Master Finance Europe group is a private wealth management organization focused
        on serving the needs of mid wealth families and individuals in Luxembourg,
        Belgium and France. MFE only markets products through its proprietary sales
        force of 20 people and its network of 200 Insurance Brokers. The products
        which
        are marketed by MFE are done so on an exclusive basis in the regions in which
        they operate, i.e. there are no other providers of the same products in these
        regions.
   The
        original model for the company was developed in 1980 selling American mutual
        funds and American Canadian real estate investments. The business grew
        successfully over this period and was incorporated in its current model by
        the
        purchase of Merchant Capital S.A. After various capital restructures it became
        Master Finance.
   In
        1991
        MFE diversified its products base into offering with profit investment funds
        from high profile providers and sales peaked in the year 2001 at (euro) 231M
        in
        total sales.
   Sales
        were further impacted with the closure of a Clerical and Medical fund and
        a
        foray into leverage fund products. These leverage funds were susceptible,
        in the
        market downturn, to frequent margin calls which had a negative effect on
        credibility with clients. In order to avoid further problems MFE renegotiated
        with the provider who changed the bonus structure on the product to a fixed
        return over a period of time and further new sales into this product were
        suspended At this time MFE negotiated with the Prudential to offer a with
        profits based fund on an exclusive basis and, with the upturn in the stock
        market, sales began to recover and since 2003 sales have improved by 20%
        year on
        year.
   MFE
        operates on an "initial commission" basis because of the nature of the products
        that are sold. No monthly payment products exist, although there is a
        development in the pensions and the mortgage area being developed presently.
        With initial commission MFE is not susceptible to any claw back commissions.
        There are a small amount of renewal commissions amounting to (euro)150,000
        per
        annum.
   MFE
        had a
        geographically diverse shareholding which, the management felt, was over
        complicated and required restructuring prior to a sale. This has be achieved
        by
        a new vehicle being formed called Master Finance Europe. This vehicle has
        purchased all the outstanding shares and the business of Master Finance S.A,
        leaving behind a certain amount of cash and ring fencing the ongoing situation
        with the leverage funds.
   Management
        of Master Finance:
   Emmanuel
        Wolf - Founder, Director
   Mr.
        Wolf
        has been involved in the financial services advisory industry since the
        beginning of the seventies. He is responsible for the direction, planning
        and
        strategy of MFE.
   Sabrine
        Wolf, Director
   The
        daughter of Mr. Wolf, Sabrine has a Degree in Marketing. Following working
        with
        Master Finance over a number of years for experience, she joined MFE full
        time
        in 1999 as the person in charge of the marketing department and CRM (Customer
        Relationship Management).
   Andre
        Geskens, Sales Manager
   Mr.
        Geskens is responsible for the Belgian market. Mr. Geskens has over 30 years
        experience in the sales field. He joined Master Finance in 1996. He is
        responsible for the sales performance of the Belgian Consultants and for
        developing business from the outsourced Insurance Brokers.
   12
   
   
   David
        Martin, Product Manager
   Mr.
        Martin is responsible for the technical management of the products in MFE.
        He
        has extensive knowledge of the products of MFE having provided technical
        product
        support for 12 years.
   Staff
   There
        is
        7 fully employed staff within MFE, 5 administrations and 2 marketing. The
        sales
        force consists of 20 consultants who are remunerated on a commission only
        basis.
        The average age of the consultants is 45 and the average tenure is 10 years.
        This represents a stable sales force. As the sales staff has become older,
        some
        have recruited sons or daughters in order to continue with the client base
        and
        business that has been built by the parent. Although a small recruitment
        process
        underway, the recruitment situation is more organic then organised as the
        need
        for further recruitment is minimal.
   MFE
        has a
        mature client base of 4000 developed since inception from both direct sales
        and
        through Insurance Brokers. The average investment from direct sales clients
        is
        (euro)150,000; the average from Insurance Brokers clients is
   (euro)80,000.
        Current funds introduced into products are (euro)500 M. New business is
        generated by 50% re-investment from clients, 17% referrals and 33% new business.
        Although new business is, of course, important the high level of referrals
        and
        re-investment indicate a stable client base. The client base of each Consultant
        belongs to MFE and not the consultant. There is no arrangement in place,
        as
        other companies' do, to purchase the client base upon a consultant leaving
        the
        Company.
   MFE
        is
        regulated directly in Luxembourg (Commissariat aux Assurances) and Belgium
        (Commission Bancaire, Financier et des Assurances. License No. 62099) and
        operates a passport arrangement as a representative office in France.
   PROTRUST
   On
        November 29 2005, Tally-Ho entered in to a Sales Purchase Agreement for
        acquisition of 100% of the ownership interest of Protrust Private Clients
        S.A.
        (ProTrust). ProTrust was Originally established in 1992, the company transformed
        itself into an authorized Fiduciary (Trust) in August 1996 as ProTrust
        Switzerland SA, the name changed to Protrust Private Clients SA in February
        2001, as part of a group re-branding exercise. ProTrust was set up specifically
        to manage leveraged with-profits investments for high net worth investors,
        under
        the terms of a Discretionary Management Agreement. Over the last nine years,
        ProTrust has built up a significant portfolio of funds under management,
        which
        generates a substantial ongoing revenue stream. ProTrust is a fully authorized
        Fiduciary company, subject to the regulatory control of the Swiss Cantonal
        Government. As such ProTrust is able to offer the full range of services
        to
        clients including: full discretionary management, holding clients assets
        in
        ProTrust's name, and trading for clients over a wide range of assets including
        investments and real estate
   ProTrust
        has been subject to regular regulatory inspections by KPMG on behalf of the
        OAD
        - FCT and no regulatory issues have been raised.
   ProTrust
        has successfully acted as an interface between UK and Offshore life offices
        and
        independent intermediaries in Italy, Switzerland and the Far East and is
        regarded as one of the founders of leveraged With-Profits business. ProTrust
        has
        managed this type of business successfully for over a decade. Success has
        come
        through specialization and concentration on a niche product and by providing
        services for investors and distributors.
   Management
        of ProTrust:
   Managing
        Director, Chris Mathew has over 30 years experience in the banking and financial
        services industry. He was Sales and Marketing Director for Clerical and Medical
        and was a main board director of ProTrust Financial Services Group SA, prior
        to
        being appointed as Managing Director of ProTrust.
   13
   
   
   Luigi
        Piffaretti, Director - Fiduciary, Luigi Piffaretti is an authorized fiduciary
        and has been with ProTrust since 2001 and has over 30 years banking, investment
        and fiduciary experience in Switzerland.
   Maurizio
        Cattaneo, Director - Fiduciary Maurizio Cattaneo is an authorized fiduciary
        and
        has been with ProTrust since 2003 and prior to that worked at Raiffaisen
        and
        UBS. He has over 20 years experience in banking and financial services.
   Having
        been established for some years in the market the management and support
        team is
        extremely competent and very experienced. ProTrust is very cost effective,
        as it
        is able to manage a large portfolio without the need for large numbers of
        staff.
        Under the terms of the letter of intent, the operations of ProTrust are expected
        to become an operating subsidiary of Tally-Ho Ventures, with key members
        of the
        ProTrust management team entering into long-term employment contracts.
        Completion of the transaction is subject to final negotiation of a share
        purchase agreement, completion of due diligence and satisfaction of customary
        conditions to closing.
   Key
        Next
        Steps For the Company:
   o
        Develop
        distribution channel - business model/financial template;
   o
        Develop
        all business units to critical mass, financial stability and to `franchise
        model' capability;
   o
        Continually look at opportunities to acquire or link with other international
        IFAs;
   o
        Grow
        manpower and turnover in each distribution channel to critical mass in line
        with
        the defined financial templates;
   o
        Develop
        professional alliances with banks, accountants and solicitors in all
        territories;
   o
        Develop
        and grow recurring income streams.
   o
        Market
        Opportunities; The management see two key areas of market opportunities within
        the current market that provide them with the potential to become the dominant
        brand:
   o
        Distribution Opportunity
   o
        Client
        Proposition Opportunity
   The
        international IFA market displays a number of unique characteristics, which
        can
        be summarized as follows:
   o
        The
        market is fragmented, ill disciplined and dominated by one/two man IFAs.
   o
        The
        market is still largely commission driven although this situation is evolving.
   o
        Most of
        these small IFAs are focused on cash flow. They lack the financial resources
        and
        expertise to develop their businesses beyond break-even.
   o
        Following the closure of Towry Law International in 2004, no IFA group dominates
        the market, most IFA groups disintegrate after a few years usually because
        of
        the short term `lifestyle-management' approach adopted by the principals
        of the
        businesses concerned.
   Although
        regulation is poor and inadequate in many territories, the situation is evolving
        rapidly (see `Client Proposition' below). The UK compliance model is being
        introduced in many jurisdictions and international IFAs are concerned by,
        and
        are largely unprepared for, the consequences and the costs of regulation.
   Few
        international IFAs have made significant investment into IT support systems
        and
        personnel. This will hamper their ability to survive healthily in the more
        regulated markets.
   14
   
   
   Without
        adequate funding, marketing support and operating in unregulated environments,
        many IFAs lack the credibility that the group status carries.
   There
        is
        growing awareness among product and service providers of the need to align
        themselves only with the good quality, productive IFAs who will emerge as
        winners in this environment.
  
 RESULTS
        OF OPERATIONS
 
 For
        revenue comparison purposes, it is important to note that the Company's
        operations began after the Reverse Merger Reorganization which occurred on
        May
        23, 2005.
 
 Revenues
        from continuing operations for the quarter ended March 31, 2006 were $1,667,542,
        compared to revenues of $0.00 for the quarter ended March 31, 2005
 
 The
        increase in revenues is as a result of the acquisition of Master Finance
        Holdings S A and transfer of the income stream of this company to Tally Ho
        Ventures Inc. Management of the Company has re-focused the Company on building
        a
        new revenue stream from new acquisitions of profit making companies with
        similar
        nature of operations.
 
 Cost
        of
        Revenue: Cost of revenue $706,914 for the quarter ended March 31, 2006, as
        compared to $0.00 for the same period one year earlier.
 
 Gross
        Profit: The gross profit from continuing operations for the quarter ended
        March
        31, 2006 was $960,628, compared to $0.00 for the same period one year
        earlier.
 
 Selling,
        General and Administrative: The expenses for quarter ended March 31, 2006
        were
        $830,230. Our expenses increased by $792,451, up 2197% (from $37,779 to
        $830,230) during the quarter ended March 31, 2006, compared to the same period
        in 2005. Our expenses were made up primarily of general overhead. The large
        increase in expenses is due to the acquisition of Master Finance Holdings
        S A
        which is a company actively running business operations.
 
 Net
        Profits: The Company had a net profit of $315,003 for the quarter ended March
        31, 2006, As compared to $0.00 for the quarter ended March 31, 2005. The
        profit
        for the quarter ended March 31, 2006 consisted primarily of $315,003 profit
        from
        the operations of Master Finance Holdings S A and its subsidiaries and
        franchising of Belgravia Intervest Group Limited which is a discontinued
        operation for the current fiscal year.
 
 LIQUIDITY
        AND CAPITAL REQUIREMENTS
 
 As
        of
        March 31, 2006, the Company had cash of $1,389,555 and total current assets
        of
        $4,876,691. Total assets were $6,366,539.
 
 The
        Company's current liabilities were $5,125,872 as of March 31, 2006, and total
        liabilities were the same.
 
 15
  
  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.
   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 the 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.
   16
   
   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.
   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.
  
 OFF
        BALANCE SHEET TRANSACTIONS
 
 None.
 17
  
  ITEM
        3.
        CONTROLS AND PROCEDURES.
 
 
 a. Evaluation
        of Disclosure Controls and Procedures .
        As of
        March 31, 2006, 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 —
OTHER INFORMATION
 
 ITEM
        1.
        LEGAL PROCEEDINGS
 
 None
 
 ITEM
        2.
        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 None
 
 ITEM
        3.
        DEFAULTS UPON SENIOR SECURITIES
  None
 
 18
  
  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:
                  May 1, 2006
              
              TALLY-HO
                  VENTURES, INC.
                BY:
                  /s/ Peter Smith
                ——————————————
                Peter
                  Smith
                President,
                  Chief Executive Officer
 
 19