SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006.

[_]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

                        COMMISSION FILE NUMBER 000-50873

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

-------------------------------------------------------------------------------
           DELAWARE                                  43-1988542
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 (State or other jurisdiction                     (I.R.S. Employer
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
      of incorporation)                          Identification No.)
-------------------------------------------------------------------------------

                 115 Route d'Arlon, L-8311 Capellen, Luxembourg
                    (Address of principal executive offices)

        ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE 011-352- 263-01540

Securities registered under Section 12(g) of the Exchange Act: Common Stock with
par value of $0.001

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act [_]

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

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [_]

Indicate by a check mark whether the  registrant  is a shell company (as defined
in Rule 12b-2 of the exchange Act. [_]

State issuer's revenues for its most recent fiscal year: ($1,281,255)

The aggregate market value of the voting stock held by  non-affiliates as of May
18, 2007 was $16,  336,937.  As of May 18, 2007,  there were  21,782,582  common
stock shares issued and outstanding.
<PAGE>

Documents incorporated by reference:

1.       Registration  Statement filed with  Securities and Exchange  Commission
         dated April 18, 2003 (SEC File No. 333-10463)

2.       Share Purchase Agreement for the acquisition of Master Finance Holdings
         SA dated  September 27, 2005

3.       Heads  of  Agreement  for the  acquisition  of  Master  Trust  SA dated
         November 25, 2005

4.       Franchising Agreement dated December 15, 2005

5.       Transfer of Ownership Agreement January 31, 2006

6.       Transfer of Ownership Agreement June 29, 2006

All of the above  referenced  documents are  incorporated  in Parts I and III of
this Annual Report

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


<PAGE>


<TABLE>
<CAPTION>



                                                                 TABLE OF CONTENTS

                                     PART I

<S>                                                                                                     <C>
Item 1                Description of Business
Item 2                Description of Property
Item 3                Legal Proceedings
Item 4                Submission of Matters to a Vote of Security Holders

                                                                      PART II

                      Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity
Item 5                Securities
Item 6                Management's Discussion and Analysis or Plan of Operations
Item 7                Financial Statements
Item 8                Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure
Item 8A               Controls and Procedures
                                                                      PART III

Item 9                Directors, Executive Officers, Promoters and Control Persons;
                      Compliance with Section 16(a) of the Exchange Act 1934
Item 10               Executive Compensation

Item 11               Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 12               Certain Relationships and Related Transactions.
Item 13               Exhibits
                      Signatures
</TABLE>


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This report contains certain  "forward-looking  statements"  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the  Exchange  Act of 1934,  as amended,  that are based on  management's
exercise of business  judgment as well as assumptions  made by, and  information
currently available to, management. When used in this document, the words "may",
"will", "anticipate",  "believe",  "estimate",  "expect", "intend", and words of
similar import,  are intended to identify any  forward-looking  statements.  You
should not place  undue  reliance  on these  forward-looking  statements.  These
statements  reflect our current view of future events and are subject to certain
risks and  uncertainties  as noted  below.  Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, our
actual  results  could  differ   materially  from  those  anticipated  in  these
forward-looking statements.  Although we believe that our expectations are based
on reasonable  assumptions,  we can give no assurance that our expectations will
materialize.
<PAGE>


ITEM 1.           DESCRIPTION OF BUSINESS

HISTORY AND DEVELOPMENT OF THE BUSINESS

         Tally-Ho  Ventures,  Inc.  was  incorporated  on November 21, 2002 as a
Delaware corporation.  It operated a nominal movie production business until May
2005 when it agreed to a reverse merger with Belgravia Intervest Group Limited.

         In  contemplation  of this  reverse  merger,  on May 9, 2005,  Tally Ho
completed  a 1-for-30  reverse  split of its issued  and  outstanding  shares of
common stock.

         On May 12,  2005,  Tally Ho  exchanged  4,563,490  shares of its common
stock and  11,059,745  options for 100% of the  ownership  interest in Belgravia
Intervest Group Limited,  an international  business  company  registered in the
British Virgin Islands ("BIG"). As a result of  recapitalization  following this
reverse  merger,  BIG  became  the  operating  company  and  the  business  plan
associated with Tally Ho prior to the transaction was abandoned.

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

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

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

         On September 6, 2006, we modified the September 27, 2007 Master Finance
purchase  agreement to add a  non-competition  clause and to reduce the earn out
payment terms by $750,000.

                                       1
<PAGE>

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

SUBSEQUENT EVENTS

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

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

INDUSTRY BACKGROUND

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

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

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

                                       2
<PAGE>

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

OUR SOLUTION

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

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

OUR STRATEGY

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

         o        A track record of growing  revenues  and profits,  and clearly
                  identifiable brand;
         o        A  business   proposition   that  is  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 support that story;
         o        An  infrastructure  with  competent and  efficient  management
                  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 of  clarity  and  consistency  along with a
                  shared belief in the overall client proposition and management
                  standards and values.

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


                                       3
<PAGE>

DIRECT OPERATIONS

         Tally-Ho  Ventures,  Inc.  does not  conduct any  business  with direct
customer  interaction.  All the business  operations  are conducted  through its
wholly  owned  subsidiaries.  There  are  various  kinds of  insurance  policies
designed by various  product  providers to suit the demands of different kind of
individuals.   The  terms  and  conditions  of  such  policies   depend  on  the
institutions  and  our  subsidiaries  find  out  the  most  suitable  policy  or
investment scheme for any individual customer.  Financial consultants associated
with these  subsidiaries  are well  trained  and  experienced  in the  localized
insurance and  investment  industry and therefore  they will be able to identify
the needs of each individuals  which vary from country to country,  age group to
age group and income group to income group.

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

     I.  LUMP SUM INVESTMENTS

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

     II. REGULAR PREMIUM INVESTMENTS

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

CUSTOMERS

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

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

                                       4
<PAGE>

         Our principal marketing initiatives include:

         o        Launch events to publicize  our service to existing  customers
                  and   prospects
         o        Direct mail and email campaigns
         o        Participation in, and sponsorship of, user conferences,  trade
                  shows and industry events
         o        Cooperative  marketing efforts with partners,  including banks
                  and financial institutions,  joint press announcements,  joint
                  trade show activities,  channel marketing  campaigns and joint
                  seminars

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

SUBSIDIARIES

         MASTER FINANCE HOLDINGS SA

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

         The  original  model for the  company  was  developed  in 1980  selling
American  mutual funds and American and Canadian  real estate  investments.  The
business grew  successfully over this period and was incorporated in its current
model  by  the  purchase  of  Merchant   Capital  S.A.  After  various   capital
restructures  it became Master  Finance.  In 1991, the company  diversified  its
products base into  offering  With Profit Bonds from high profile  providers and
sales  peaked  in the year  2001 at 231  million  Euros in  total  sales.  Sales
declined  in 2001  and 2002  mainly  due to the  sale of the  German  arm of the
business to Clerical Medical  International.  However, a general downturn in the
stock market, and the consequential low bonus payments within the funds,  caused
sales to slow to 69 million Euros in 2002.  Sales were further impacted with the
closure of a Clerical and Medical  International  fund and a foray into leverage
fund products. These leverage funds were susceptible, in the market downturn, to
frequent margin calls which had a negative  effect on credibility  with clients.
In order to avoid further  problems the company  renegotiated  with the provider
who changed the bonus  structure  on the product to a fixed return over a period
of time and further new sales into this product were  suspended At this time the
company  negotiated  with the Prudential  International  to offer a With Profits
Funds on an  exclusive  basis and,  with the upturn in the stock  market,  sales
began to recover and since 2003 sales have improved by 20% annually.

                                       5
<PAGE>

         The company  operates  on an initial  commission  basis  because of the
nature  of the  products  that are sold.  All  business  processed  are lump sum
investments  and no regular  premiums  are dealt with,  although  the Company is
developing  programs  for pension and the  mortgage  product.  There are a small
amount of renewal commissions amounting to 150,000 Euros per annum.

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

         MASTER FINANCE BELGIUM SA

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

         MASTER FINANCE EUROPE SA

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

         MASTER TRUST SA

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

         Protrust has been subject to regular regulatory  inspections by KPMG on
behalf of the OADFCT and no regulatory issues have been raised.

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

                                       6
<PAGE>

         Protrust is cost  effective,  as it is able to manage a large portfolio
without the need for large staff.  Under the terms of the letter of intent,  the
operations  of  Protrust  are  expected  to become an  operating  subsidiary  of
Tally-Ho  Ventures,  Inc.  with key  members  of the  Protrust  management  team
entering into long-term employment contracts.

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

         MASTER FINANCE SWITZERLAND SA

         On January 3, 2007,  Tally Ho  purchased  the  customer  list of Primus
Produkt & Vertriebs-  Management  SA for  $676,936.  The  customer  list will be
amortized over five years.

During the quarter ended March 31, 2007 Tally Ho issued:

         o        207,000 shares of common stock with 500,000  warrants for cash
                  of $225,000,  net of offering costs of $22,750.  18,000 shares
                  of  common  stock  were  issued  to the  placement  agent  and
                  recorded as offering costs.
         o        900,000  shares of common stock to settle  $1,429,166 of short
                  term loans  consisting of principal of $1,400,000  and accrued
                  interest of $29,166.
         o        1,500,000 shares of commons stock to settle its 1,300,000 Euro
                  convertible  note, at the same time eliminating its derivative
                  liability.  The  principal and interest  were  $1,714,700  and
                  $145,315, respectively.
         o        3,812,940  shares of  common  stock  for  prior  period  stock
                  payable totaling $874,932.
         o        100,000   shares  of  common  stock  valued  at  $100,000  for
                  services.

         Primus has acted as an interface  between  United  Kingdom and offshore
life offices and independent  intermediaries in Italy,  Germany and the Far East
and is  regarded  as  one  of the  founders  of  leveraged  "With-Profits  Bond"
business.  Primus has  engaged in and managed  this type of business  for over a
decade.   The  competitive   advantage  has  come  through   specialization  and
concentration  on a niche  product and by providing  services for  investors and
distributors.  On January 3, 2007,  Master  Finance Europe SA entered into final
agreement to complete the  acquisition of customer list of Primus.  A new entity
with the name Master  Finance  Switzerland  SA was registered as a subsidiary of
Master Finance Europe SA to own the acquired  customer  list..  Management is in
the process of restructuring the management team of Primus SA.


COMPETITION

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


         o        The  market is  fragmented,  and is  dominated  by  individual
                  financial advisers apart from the banks.
         o        The market is still largely commission  driven,  although this
                  is slowly changing.
         o        Most of these  small  financial  advisers  are focused on cash
                  flow.  They lack the  financial  resources  and  expertise  to
                  develop their businesses beyond break-even point.
         o        Following the closure of Towry Law  International  in 2004, no
                  financial advisers group dominates the market.  Most financial
                  adviser groups  disintegrate after a few years usually because
                  of their focus on success in the short term.

                                       7
<PAGE>

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

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

GOVERNMENT REGULATIONS

         The European regulatory environment is continuously changing to reflect
the strict regulatory standards set by each European country.  Tally Ho needs to
ensure that it agents and staffs are aware of all changes and act in  compliance
with such  laws.  The  Company  continuously  educates  its staff  about the new
standards and  amendments to the statutes to maintain the knowledge of its staff
up to date

AVAILABLE INFORMATION

         Our  principal  executive  offices  are  located at 115 Route  d'Arlon,
L-8311 Capellen,  Luxembourg; our telephone number is 011-352- 263-01540. We are
subject to the  informational  requirements  of the  Securities  Exchange Act of
1934, as amended,  which  requires that we file reports,  proxy  statements  and
other information with the Securities and Exchange Commission. The SEC maintains
a website on the Internet at http://www.sec.gov that contains reports, proxy and
information statements, and other information regarding issuers, including Tally
Ho,  which file  electronically  with the SEC. In  addition,  our  Exchange  Act
filings may be inspected and copied at the SEC's Public  Reference Room at 100 F
Street, NE, Washington, D.C. 20549.

                                  RISK FACTORS

WE HAVE  HAD  LIMITED  OPERATIONS  WHICH  MAKES  OUR  FUTURE  OPERATING  RESULTS
DIFFICULT TO PREDICT

         We were  incorporated  as a  Delaware  corporation  in 2002  and  began
operating in 2005. We have a limited  operating  history.  We face the risks and
uncertainties  of  other  early-stage  companies.  As a  result  of our  limited
operating history, we may not be able to correctly estimate our future operating
expenses,  which could lead to cash shortfalls.  Our budgeted expense levels are
based in part on our expectations  concerning future revenues.  We may be unable
to adjust our  operations in a timely manner to  compensate  for any  unexpected
shortfall in revenues.  Accordingly,  a significant  shortfall in demand for our
services  would  decrease our revenues and could have an immediate  and material
adverse effect on our business,  results of operations and financial  condition.
To the extent that  expenses  precede or are not rapidly  followed by  increased
revenue,  our  business,  results of operations  and financial  condition may be
materially adversely affected.

                                       8
<PAGE>

OUR  PROFITABILITY  IS  DEPENDENT  UPON THE  HEALTH OF THE  MARKETS  IN WHICH WE
OPERATE

         We operate  primarily in Luxembourg,  Belgium and  Switzerland  and our
clients are based in several  European  Union  countries  and, as a result,  our
financial condition, results of operations and cash flows are subject to changes
in the economic conditions in those areas. Our success depends upon the business
activity,  population, income levels, deposits and real estate activity in these
markets.  Although our  customers'  business and financial  interests may extend
well beyond these market areas,  adverse  economic  conditions that affect these
market areas could reduce our growth rate,  affect the ability of our  customers
to repay their loans to us and  generally  affect our  financial  condition  and
results of operations.

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.  We
believe  we are 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 OUR CONTROL 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.


                                       9
<PAGE>

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.

TECHNOLOGY  IS  CONTINUALLY  CHANGING  AND WE  MUST  EFFECTIVELY  IMPLEMENT  NEW
TECHNOLOGIES

         The  financial  services  industry is  undergoing  rapid  technological
changes  with  frequent  introductions  of new  technology-driven  products  and
services.  In  addition  to  better  serving  customers,  the  effective  use of
technology  increases  efficiency  and  enables us to reduce  costs.  Our future
success  will  depend  in part  upon our  ability  to  address  the needs of our
customers by using technology to provide products and services that will satisfy
customer demands for convenience as well as to create additional efficiencies in
our  operations as we continue to grow and expand our market areas.  In order to
anticipate and develop new  technology,  we employ a qualified staff of internal
information  system  specialists  and  consider  this  area a core  part  of our
business.  We do not develop our own  software  products,  but have been able to
respond to technological  changes in a timely manner,  through  association with
leading technology vendors. We must continue to make substantial  investments in
technology which may affect our net income.

CHANGING REGULATORY REQUIREMENTS MAY AFFECT THE PROFITABILITY OF OUR BUSINESS OR
LIMIT OUR ABILITY TO CONDUCT BUSINESS

         The regulated operating environment for wealth management and financial
services continue 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 seminars and study  classes
about  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.

                                       10
<PAGE>

THE CAPITAL  REQUIREMENTS OF THE COMPANY MAY REQUIRE  ADDITIONAL EQUITY FUNDING,
WHICH WOULD DILUTE THE OWNERSHIP OF OUR CURRENT STOCKHOLDERS

         The Company 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.

LEGAL  ACTION BY  UNSATISFIED  CLIENTS  MIGHT  INVOKE  NECESSITY  OF  PAYMENT OF
COMPENSATION.

         In the course of its business  operations there could be unsatisfactory
customers who may take up legal actions against the Company or its subsidiaries.
There are several  complaints pending against the subsidiaries and its officers.
Such  pending  complaints  are of ordinary  nature in the  industry in which the
Company and its subsidiaries  are operating.  In the event of such legal actions
ending  up in a  judgment  favorable  to such  customers,  that can  affect  the
profitability  of the  Company  in the  future  and may  affect  the  cash  flow
requirements too. Management does not have any reason to believe that any of the
pending  complaints  would lead to a judgment  decree against the Company or its
subsidiaries.

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. This primarily  refers to the vendors of Master Trust SA to whom
the company owed $2,847,095 and contingency liability upon the variance in share
price at the year end. Rest of the outstanding liabilities are either discharged
or do not involve considerable as of the date of reporting.

OUR  ACQUISITIONS  OF  COMPANIES  MAY  RESULT IN  DISRUPTIONS  IN  BUSINESS  AND
DIVERSION OF MANAGEMENT'S ATTENTION

         Any  acquisitions  will  require  the  integration  of the  operations,
products  and  personnel  of  the  acquired  businesses  and  the  training  and
motivation of these  individuals.  Such  acquisitions may disrupt our operations
and divert management's attention from day-to-day operations, which could impair
our relationships  with current employees,  customers and partners.  We may also
have to or choose to incur debt or issue equity securities to pay for any future
acquisitions.  These issuances could be substantially  dilutive to stockholders.
In addition, our profitability may suffer because of  acquisition-related  costs
or amortization or impairment  costs for acquired  goodwill and other intangible
assets. If management is unable to fully integrate acquired  business,  products
or person  with  existing  operation,  we may not  receive  the  benefits of the
acquisitions, and our revenues and stock trading price may decrease.

                                       11
<PAGE>

OUR BUSINESS PLAN AND PROPOSED STRATEGY HAS NOT BEEN INDEPENDENTLY EVALUATED

         We have not obtained any  independent  evaluation  of our business plan
and proposed  business  strategy.  There can be no  assurance  that our proposed
strategy will generate sufficient revenues to maintain profitability.

WE DO NOT ANTICIPATE PAYING DIVIDENDS ON COMMON SHARES IN THE FORESEEABLE FUTURE

         Since our  inception we have not paid any dividends on our common stock
and we do not  anticipate  paying  any  dividends  on our  common  stock  in the
foreseeable  future.  We expect that future  earnings  applicable  to the common
shareholders, if any, will be used for working capital and to finance growth.

FUTURE SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE

         The market price of our common stock could decline as a result of sales
of substantial  amounts of our common stock in the public market, or as a result
of the perception that these sales could occur. In addition, these factors could
make it more difficult for us to raise funds through future  offerings of common
stock.  As of May 15,  2007,  we have  75,000,000  authorized  shares  of  which
21,782,582 shares of common stock are issued and outstanding.

THERE IS A LIMITED PUBLIC TRADING MARKET FOR OUR COMMON STOCK

         Our stock is currently quoted on the OTC-BB under the trading symbol of
"TLYH.OB".  There is a limited  public  trading  market  for our  common  stock.
Without an active trading market,  there can be no assurance of any liquidity or
resale  value of our common  stock,  and  stockholders  may be  required to hold
shares of our common stock for an indefinite period of time.

OUR STOCK PRICE HAS BEEN VOLATILE AND MAY FLUCTUATE IN THE FUTURE

         The trading price of our securities may fluctuate  significantly.  This
price may be influenced by many factors, including (without limitation):

         o        our performance and prospects;
         o        the depth and liquidity of the market for our securities;
         o        investor  perception  of us  and  the  industry  in  which  we
                  operate;
         o        changes in earnings  estimates or buy/sell  recommendations by
                  analysts;
         o        general financial and other market conditions;  and o domestic
                  and international economic conditions.

         Public stock markets have experienced,  and are currently experiencing,
substantial price and trading volume volatility. These broad market fluctuations
may  adversely  affect  the  market  price  of  our  securities.   In  addition,
fluctuations in our stock price may have made our stock  attractive to momentum,
hedge or  day-trading  investors  who often  shift  funds into and out of stocks
rapidly,  exacerbating price fluctuations in either direction  particularly when
viewed on a quarterly basis.

AS A PUBLIC COMPANY, OUR BUSINESS IS SUBJECT TO NUMEROUS REPORTING  REQUIREMENTS
THAT ARE  CURRENTLY  EVOLVING AND COULD  SUBSTANTIALLY  INCREASE  OUR  OPERATING
EXPENSES AND DIVERT MANAGEMENT'S ATTENTION FROM THE OPERATION OF OUR BUSINESS

         The  Sarbanes-Oxley  Act of 2002,  which  became law in July 2002,  has
required changes in some of our corporate governance,  securities disclosure and
compliance  practices.  In response to the requirements of that Act, the SEC and
the national stock exchanges have  promulgated  new rules and listing  standards
covering  a variety of  subjects.  Compliance  with these new rules and  listing
standards has  significantly  increased  our legal and financial and  accounting
costs,  and we expect  these  increased  costs to  continue.  In  addition,  the
requirements  have taxed a significant  amount of  management's  and the Board's
time and resources.  Likewise, these developments may make it more difficult for
us  to  attract  and  retain  qualified  members  of  our  board  of  directors,
particularly independent directors, or qualified executive officers.

                                       12
<PAGE>

         As directed by Section 404 of the  Sarbanes-Oxley  Act, the SEC adopted
rules  requiring  public  companies  to  include a report of  management  on the
company's internal controls over financial  reporting in their annual reports on
Form 10-KSB that contains an assessment  by management of the  effectiveness  of
the company's  internal  controls over  financial  reporting.  In addition,  the
public accounting firm auditing the company's  financial  statements must attest
to and report on management's  assessment of the  effectiveness of the company's
internal controls over financial reporting. This requirement will first apply to
our annual  report on Form 10-KSB for our fiscal year ending  December 31, 2007.
If we are unable to  conclude  that we have  effective  internal  controls  over
financial  reporting  or, if our  independent  auditors are unable to provide us
with an unqualified report as to the effectiveness of our internal controls over
financial  reporting as of December 31, 2007 and future year-ends as required by
Section 404, investors could lose confidence in the reliability of our financial
statements, which could result in a decrease in the value of our securities.

YOUR  OWNERSHIP  COULD BE DILUTED  BY FUTURE  ISSUANCES  OF OUR STOCK,  OPTIONS,
WARRANTS OR OTHER SECURITIES

         Your  ownership  in the Company may be diluted by future  issuances  of
capital stock or the exercise of outstanding or to be issued  options,  warrants
or  convertible  notes to purchase  capital stock.  In  particular,  we may sell
securities  in  the  future  in  order  to  finance  operations,  expansions  or
particular projects or expenditures.

ITEM 2. DESCRIPTION OF PROPERTY

Our executive  offices and principal office for marketing,  sales,  professional
services  and  development  occupy  approximately  2500  square feet in Belgium,
Luxembourg and Switzerland all rented for short term and are renewable annually.
The  Company  does not own or lease any real  estate  or any  other  significant
property.  The Company does not have any obligation to occupy any of the offices
for more than one year.  The  rental  agreements  do not  contain  any option to
acquire the premises

ITEM 3.  LEGAL PROCEEDINGS

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

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

         No matters were submitted to a vote of our security  holders during the
fourth quarter of the fiscal year ended December 31, 2006.


                                       13
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
        BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

         The Company's  common stock began trading on the OTC Bulletin  Board on
May 23,  2005 under the  symbol  "TLYH.OB".  The market for our common  stock is
limited and volatile.  The following  table sets forth the range of high and low
bid quotations or high and low closing  prices,  as  applicable,  for our common
stock for each of the periods  indicated as reported by the OTC Bulletin  Board.
The prices for the OTC  Bulletin  Board  reflect  inter-dealer  prices,  without
retail mark-up, mark-down or commissions.

------------------------------------ -------------------- -------------------
2005                                        High                 Low
------------------------------------ -------------------- -------------------
                 Third Quarter                     $6.50               $3.00

                 Fourth Quarter                    $6.00               $3.25
------------------------------------ -------------------- -------------------
2006
------------------------------------ -------------------- -------------------
                 First Quarter                     $4.00               $2.60

                 Second Quarter                    $3.70               $1.05

                 Third Quarter                     $2.55               $1.10

                 Fourth Quarter                    $2.00               $0.90
------------------------------------ -------------------- -------------------
2007
------------------------------------ -------------------- -------------------
                 First Quarter                     $2.10               $0.60
------------------------------------ -------------------- -------------------


      On May 18, 2007, the closing bid price of our common stock was $0.75.

HOLDERS

         As of May 18,  2007 there were  approximately  316 holders of record of
the common stock.

DIVIDENDS

         We have never  declared or paid cash  dividends on the common stock and
anticipate  that all future earnings will be retained as working capital and for
business  expansion.  The  payment of any future  dividends  will be at the sole
discretion of the board of directors  and will depend upon,  among other things,
future  earnings,  capital  requirements,  our  financial  condition and general
business conditions.  Therefore, there can be no assurance that any dividends on
the common stock will be paid in the future.

TRANSFER AGENT

         Select  Fidelity  Transfer  Services Ltd serves as our transfer  agent.
Shareholder  inquiries  regarding  holdings  can be  directed  to 2 Pelham  Town
Square, Suite 203, Fonthill, Ontario L0S 1E0 Canada, Tel: +1 905 475 2645.

RECENT SALES OF UNREGISTERED SECURITIES

On April 10,  2007,  we  completed  the sale of 459,982  shares of  unregistered
common  stock,  par value  $0.001 per share,  at a purchase  price of $1.087 per
share, and a warrant to purchase 500,000 common stock shares at $2.00 per share,
in a private placement transaction.  The warrant may be exercised at any time in
the warrant holder's discretion.  The gross proceeds of the private placement to
the Company were in the amount of $525,000.  The common stock shares sold in the
private placement represent  approximately 2.19% of the outstanding common stock
of the Company on the closing date of the transaction. We paid sales commissions
to a  registered  broker-dealer  in  the  amount  of 9% of  the  amount  of  the
Securities sold in the private placement,  or $47,250. We intend to use proceeds
from the offering for general working capital purposes.

                                       14
<PAGE>

The common  stock and  securities  issuable  upon  exercise  of the  warrant are
eligible  for  certain   registration  rights  under  the  terms  of  a  certain
Registration  Rights  Agreement  (the  "RRA").  Under the terms of the RRA,  the
Company  agreed  to  prepare,   file  and  use  its  best  efforts  to  maintain
effectiveness  of,  at its own  expense,  a  registration  statement  under  the
Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange
Commission   (the  "SEC")  to  register  the  resale  of  the  Securities   (the
"Registrable  Securities") and to cause the  registration  statement to be filed
with the SEC within one hundred  eighty  (180) days from the  Closing  Date (the
"Filing Date"). In the event that (i) such  registration  statement is not filed
with the SEC by the Filing Date or not declared effective by the SEC on or prior
to the  ten  (10)  month  anniversary  of the  Closing  Date,  (ii)  after  such
registration statement is declared effective by the SEC, sales of the securities
covered by such registration statement cannot be made pursuant thereto, or (iii)
the Common  Stock is not  listed or traded on major  stock  exchanges  or on the
Over-the-Counter  Bulletin  Board,  then each investor in the private  placement
will be entitled to receive a one-time payment of additional Common Stock shares
in the amount  equal to 10% of the number of the  Securities  purchased  by such
investor,  on a pro  rata  basis,  in the  private  placement  (the  "Additional
Securities")  and such  Additional  Securities will be included in the Company's
registration statement along with other Registrable Securities. In addition, for
the duration of the Registration  Period (as defined below),  the Company agreed
to include  all or any part of the  Registrable  Securities  and the  Additional
Securities,  if any,  in its  registration  statement  in  connection  with  any
underwritten public offering,  subject to the managing  underwriter  limitations
and  restrictions.  The foregoing  piggy-back  registration  rights will only be
available  in the event the  Company  fails to file  timely,  obtain or maintain
effectiveness  of the  registration  statement  filed with the SEC as  described
above. The  Registration  Period covers the period of time after the Filing Date
until  such  date as is the  earlier  of (i) the date on which  all  Registrable
Securities  have  been  sold or (ii) the date on which  such  securities  may be
immediately  sold to the public without  registration  or restriction  under the
Act.  The  RRA  contains  certain  other  terms  and  provisions  customary  for
agreements of this nature.  Any  description  of the RRA terms in this filing is
qualified in its entirety by the text of the RRA.

The offer and sale of the  Securities  was made pursuant to exemptions  from the
registration  requirements  of the Act and Rule 506 of  Regulation D promulgated
thereunder.  All of  the  offers  and  sales  of  the  common  stock  were  made
exclusively to "accredited investors" (as such term is defined in Rule 501(a) of
Regulation D) in offers and sales not involving a public offering insofar as the
purchasers  in the private  placement  purchased  the  securities  for their own
account  and not with a view  towards  or for  resale in  connection  with their
distribution.  The private placement was conducted without general  solicitation
or advertising.

REPURCHASES OF EQUITY SECURITIES OF THE ISSUER

         None.

                                       15
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

      THE  FOLLOWING  DISCUSSION  AND ANALYSIS OF OUR  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS  SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED  FINANCIAL
STATEMENTS AND RELATED NOTES THAT APPEAR  ELSEWHERE IN THIS FILING.  IN ADDITION
TO  HISTORICAL   FINANCIAL   INFORMATION,   THE  FOLLOWING  DISCUSSION  CONTAINS
FORWARD-LOOKING  STATEMENTS THAT REFLECT OUR PLANS,  ESTIMATES AND BELIEFS.  OUR
ACTUAL   RESULTS   COULD  DIFFER   MATERIALLY   FROM  THOSE   DISCUSSED  IN  THE
FORWARD-LOOKING  STATEMENTS.  FACTORS  THAT COULD CAUSE OR  CONTRIBUTE  TO THESE
DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS FILING.

OUR BUSINESS

Our mission is to become one of the leading  independent  international  private
wealth management  companies focused on serving the needs of small  institutions
and high net worth  individuals  throughout the world.  Our business  includes 5
wealth management  companies in Europe with $2.25billion  under management,  two
companies  based in Lugano,  Switzerland,  two companies based in Luxembourg and
one company based in Belgium.

OUR STRATEGY

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

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

         While the  subsidiaries  are allowed to maintain  their  uniqueness  in
relation to their  approach  to  clients,  Tally-Ho  Ventures,  Inc.  identifies
priorities,  targets and goals when developing the  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  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 support that story;
         o        An  infrastructure  with  competent and  efficient  management
                  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 of  clarity  and  consistency  along with a
                  shared belief in the overall client proposition and management
                  standards and values.

                                       16
<PAGE>


         To comply with the enhanced standards recommended by various regulators
based in OECD  countries,  Tally-Ho  Ventures,  Inc.  focuses  on the design and
implementation  of financial  templates for each  distribution  channel  against
which the business units within each channel can be measured. Tally-Ho Ventures,
Inc.  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
independent  financial  advisors follow the same advice process,  using the same
documentation, and applying the same service standards, but keeping the identity
and uniqueness of the respective entities.

         Tally-Ho  Ventures,  Inc.  does not  conduct any  business  with direct
customer  interaction.  All the business  operations  are conducted  through its
wholly  owned  subsidiaries.  There  are  various  kinds of  insurance  policies
designed by various  product  providers to suit the demands of different kind of
individuals.   The  terms  and  conditions  of  such  policies   depend  on  the
institutions  and  our  subsidiaries  find  out  the  most  suitable  policy  or
investment scheme for any individual customer.  Financial consultants associated
with these  subsidiaries  are well  trained  and  experienced  in the  localized
insurance and  investment  industry and therefore  they will be able to identify
the needs of each individuals  which vary from country to country,  age group to
age group and income group to income group.

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

LUMP SUM INVESTMENTS

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

REGULAR PREMIUM INVESTMENTS

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

SUMMARY OF FINANCIAL RESULTS

     The  following  selected  consolidated  financial  data  should  be read in
conjunction with our audited consolidated financial statements and related notes
thereto and with Management's Discussion and Analysis of Financial Condition and
Results of  Operations,  which are included  elsewhere in this Form 10-KSB.  The
consolidated statement of operations data for the years ended December 31, 2006,
and 2005,  and the selected  consolidated  balance sheet data as of December 31,
2006 and 2005 are derived from the audited consolidated financial statements and
are included in this Form 10-KSB.

                                       17
<PAGE>

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                         FOR THE YEAR ENDED DECEMBER 31,
                                                              2006            2005
                                                          ------------    ------------
<S>                                                       <C>             <C>
Advisory commission received                              $ 12,288,657    $  4,005,888

Commission paid to advisors                                  6,305,455       2,243,829
Selling, general and administrative                          5,018,220         707,337
Depreciation and amortization                                1,182,611         168,083
Impairment loss                                                332,774            --
                                                          ------------    ------------
INCOME (LOSS) FROM OPERATIONS                                 (550,403)        886,639

OTHER INCOME (EXPENSES)
Interest income                                                 36,657           1,810
Interest expense                                            (1,901,319)        (28,836)
Gain (loss) on derivatives                                     199,069        (191,884)
Loss on currency exchange                                     (146,867)           --
Other income                                                   482,916            --
                                                          ------------    ------------
INCOME (LOSS) BEFORE MINORITY INTEREST AND INCOME TAXES     (1,879,947)        667,729

LOSS ATTRIBUTABLE TO MINORITY INTEREST                        (147,050)        (83,253)
                                                          ------------    ------------
INCOME (LOSS) BEFORE INCOME TAXES                           (2,026,997)        584,476

PROVISION FOR INCOME TAXES                                    (546,756)       (357,898)
                                                          ------------    ------------
INCOME (LOSS) FROM CONTINUING OPERATIONS                    (2,573,753)        226,578

DISCONTINUED OPERATIONS
Gain on sale of discontinued operations                      1,292,498            --
Loss from discontinued operations                                 --          (938,482)

                                                          ------------    ------------
NET LOSS                                                  $ (1,281,255)   $ ( 711,904)
                                                          ============    ============

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
Continuing operations                                     $      (0.24)   $       0.03
Discontinued operations                                           0.11           (0.13)
Net loss                                                         (0.11)          (0.10)

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING       11,338,607       7,122,873
</TABLE>

                                       18
<PAGE>


Sources of Revenues

We derive our  revenues  from two  sources:  (1) basic  initial  commission  and
advisory fees on the new  investments  made by our customers with the investment
and insurance  product  providers.  The rate of commission  varies  depending on
product  and the  provider of that  product.  (2) trail  commission  and renewal
commission  based on the investments of the clients who are under our management
and  administration.  87% of our  revenues  during  the year were based on basis
initial commission and advisory fees and 10% of our revenues were based on trail
commission and renewal commission.  Other revenues represent bank interest which
contributed approximately .3% of the total revenue.

For the year ended  December 31, 2006,  commission  and advisory fees  increased
from $4,005,888 to $12,288,657.  The 206% increase in revenue was mainly due the
acquisition of new subsidiary, Master Trust SA and also because in the last year
Master Finance Holdings SA were in applicable  operation for 3 months.  Interest
revenue has increased  from $1,810 to $36,657  because of the  incorporation  of
income from newly acquired subsidiary.


PRINCIPAL COSTS AND EXPENSES:

The cost of revenue is primarily  commission  paid to brokers,  consultants  and
account managers.  Our cost of revenue has increased from $2,243,829 in the year
2005 to $6,305,455  in the year 2006 and the  principal  reasons are increase in
sales and  acquisition of new  subsidiary.  When the gross revenue  increased by
206%, the cost of revenue was increased by 181%. The reason for increase in cost
of revenue  is mainly due to the  increased  rate of  commission  payment to the
sales personnel on the basis of higher production levels.

FUTURE REVENUES AND OPERATING EXPENSES

      Salaries  and  related   expenses   consists  of   salaries,   allowances,
perquisites,  social security and all other related expenses in association with
the human resources for the employees and directors of the Company,  except cost
of recruitment.  Selling and  administrative  expenses increased from $707,337to
5,018,220 and such increase is due to acquisition of subsidiaries in areas where
higher  salary  rates  are  prevailing  and also  because  of new  subsidiaries.
Depreciation  increased from $168,083 to  $1,182,611.  The increase in operating
overheads is a direct result of the  acquisition of new companies,  as well as a
change  in  policy  regarding  the  cost of  operating  remote  branches,  where
operating costs are included an operating expense rather than a cost of revenue.

CRITICAL ACCOUNTING POLICIES; USE OF ESTIMATES

         The discussion  and analysis of our financial  condition and results of
operations is based upon our financial  statements,  which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The  preparation  of these  financial  statements  requires us to make
estimates and judgments that affect the reported amount of assets,  liabilities,
revenues  and expenses in our  financial  statements.  On an on going basis,  we
evaluate our  estimates,  including  tangible  assets used in moves,  bad debts,
investments,    financing   operations,   long-term   service   contracts,   and
contingencies. We base our estimates where possible on historical experience and
on  various  other   assumptions  that  we  believe  are  reasonable  under  the
circumstances,  the results of which form the basis for making  judgments  about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions.

REVENUE RECOGNITION

      Income from sales commission is recognized after the respective  customers
have accepted the insurance or investment products and a reasonable confirmation
period is over and is approved and the  transaction is complete before the sales
commission  covered under that  transaction is accounted as income.  Income from
residuals is recognized when the residual payment is actually received.

                                       19
<PAGE>

EXPENSE RECOGNITION

      The Company receives  commission for financial services on a regular basis
and  throughout  the month.  Commission  payable  to  consultants,  brokers  and
advisers from revenue  generated  during the month becomes due at the end of the
month that it is incurred. Under normal circumstances all commission received in
a month is  matched  to the  commission  expense  calculation  at the end of the
month.   Commission   advances  are  expensed   when  paid  unless  the  account
relationship  is  more  likely  than  not  to  assure  future  matching  revenue
collections  to allow  deferral  until they are earned.  All other  expenses are
recognized at the time the expense was incurred.

   DISCONTINUED OPERATIONS

      Belgravia  Intervest  Group  Limited  was  discontinued  in 2005.  For the
purpose of  financial  statement  presentation,  BIG  operations  are shown as a
discontinued operation.

CONTINUING OPERATIONS

      Our  operations  for the current  year  continue  through  Master  Finance
Holdings S.A.  Master Finance  Europe SA, Master  Finance  Belgium SA and Master
Trust SA and Master Finance Switzerland SA.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

      Our  significant  contractual  obligations  as of December 31, 2006 are as
follows:
<TABLE>
<CAPTION>
<S>           <C>                                      <C>          <C>                        <C>              <C>

             Contractual Obligations                                        Payments Due by Period
                                                    Less than            1-3 Years            4-5 Years          After 5
                                                    1 Year                                                       Years
             Long-term debt on financing the
1            acquisition of Master Finance          $1,547,026
             Holdings SA
2            Short-term debt on financing the       $1,400,000
             Acquisition of Master Trust SA
3            Long-term debt on financing the                             $2,847,096
             Acquisition of Master Trust SA
</TABLE>

1.       Long-term debt on financing the acquisition of Master Finance  Holdings
         SA amounting to $1,547,026 has been discharged during the first quarter
         of 2007.
2.       Short-term  debt on  financing  the  acquisition  of  Master  Trust  SA
         amounting to $1,400,000 has been discharges during the first quarter of
         2007.
3.       Long-term debt on financing the acquisition of Master Trust SA is to be
         paid out in quarterly installments of $350,000.


                                       20
<PAGE>

SOURCES OF REVENUES

We derive our  revenues  from two  sources:  (1) basic  initial  commission  and
advisory fees on the new  investments  made by our customers with the investment
and insurance  product  providers.  The rate of commission  varies  depending on
product  and the  provider of that  product.  (2) trail  commission  and renewal
commission  based on the investments of the clients who are under our management
and  administration.  87% of our  revenues  during  the year were based on basis
initial commission and advisory fees and 10% of our revenues were based on trail
commission and renewal commission.  Other revenues represent bank interest which
contributed approximately .3% of the total revenue.

For the year ended  December 31, 2006,  commission  and advisory fees  increased
from $4,005,888 to $12,288,657.  The 206% increase in revenue was mainly due the
acquisition of new subsidiary, Master Trust SA and also because in the last year
Master Finance Holdings SA were in applicable  operation for 3 months.  Interest
revenue has increased  from $1,810 to $36,657  because of the  incorporation  of
income from newly acquired subsidiary.

COST OF REVENUE

The cost of revenue is primarily  commission  paid to brokers,  consultants  and
account  managers.  Our cost of revenue has increased from $2,243,829 in 2005 to
$6,305,455  in 2006  and  the  principal  reasons  are  increase  in  sales  and
acquisition  of new  subsidiary.  When the gross revenue  increased by 206%, the
cost of revenue  was  increased  by 181%.  The reason  for  increase  in cost of
revenue is mainly due to the increased  rate of commission  payment to the sales
personnel on the basis of higher production levels.

OPERATING EXPENSES

      Salaries  and  related   expenses   consists  of   salaries,   allowances,
perquisites,  social security and all other related expenses in association with
the human resources for the employees and directors of the Company,  except cost
of recruitment.  Selling and  administrative  expenses increased from $707,337to
5,018,220 and such increase is due to acquisition of subsidiaries in areas where
higher  salary  rates  are  prevailing  and also  because  of new  subsidiaries.
Depreciation  increased from $168,083 to  $1,182,611.  The increase in operating
overheads is a direct result of the  acquisition of new companies,  as well as a
change  in  policy  regarding  the  cost of  operating  remote  branches,  where
operating costs are included an operating expense rather than a cost of revenue.

LIQUIDITY AND CAPITAL RESOURCES

      Management  believes  that the Company has  liquidity to carry on with the
current business  operations during the next year. The cash and cash equivalents
as of the closing date of the previous  fiscal year was  $1,592,067  and will be
enough to fund the existing  operations  for the current  fiscal year.  However,
there  were no funds  readily  available  within the  Company  to meet  complete
liabilities   which  were   outstanding  in  relation  to  the   acquisition  of
subsidiaries.  During the first  quarter  of 2007,  all  liabilities  except the
liability of $2,847,096 in relation to the  acquisition  of Master Trust SA have
been  discharged.  This does not  include  outstanding  payables  to the service
providers which are mainly related to administration overheads.

      At December 31, 2006, our principal  sources of liquidity were cash,  cash
equivalents and accounts receivables.

                                       21
<PAGE>
<TABLE>
<CAPTION>
CASH FLOWS


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                 FOR THE YEAR ENDED DECEMBER 31,
                                                                                      2006           2005
                                                                                   -----------    -----------
Cash flows from operating activities
<S>                                                                                <C>            <C>
       Net loss                                                                    $(1,281,254)   $  (711,904)
       Net loss from discontinued operations                                              --          806,985
                                                                                   -----------    -----------
       Net income (loss) from continuing operations                                 (1,281,254)        95,081

       Adjustments  to  reconcile  net  income  (loss)  to net cash  flows  from
       operating activities:
           Stock payable for services                                                     --          131,497
           Depreciation                                                                 67,508         20,191
           Amortization of customer list                                             1,115,103        147,892
           Loss attributable to minority interest                                      147,050         83,253
           Impairment of accounts receivable                                           119,382           --
           Loss on currency exchange                                                   148,460           --
           Amortization of debt discount                                             1,647,058         28,836
           Goodwill impairment                                                         213,392           --
           Gain on sale of discontinued operations                                  (1,292,498)          --
           (Gain) / Loss on derivative                                                (199.069)       191,884
           Changes in assets and liabilities:
                Accounts receivable                                                    (30,247)    (2,282,838)
                Prepaid expenses and other current assets                               (2,004)       (38,483)
                Accounts payable                                                       910,492      1,672,528
                Minority interest                                                       51,550        262,438
                Accrued expenses and other current liabilities                         974,554        217,553
                                                                                   -----------    -----------
Net cash provided by continuing operations                                           1,340,7852       538,740
Net cash used in discontinued operations                                                  --         (282,745)
                                                                                   -----------    -----------
Net cash provided by operating activities                                            1,340,785        255,995
                                                                                   -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
       Cash paid for acquisition of Master Trust SA                                 (2,000,000)          --
       Cash paid for acquisition of Master Finance Holdings SA                            --       (1,566,240)
       Cash received in Master Trust SA acquisition                                    338,950           --
       Cash received in Master Finance Holdings SA acquisition                            --          228,421
       Investment in marketable securities                                             (16,286)          --
       Additional investment in Master Finance Holdings SA                            (920,250)          --
       Increase in escrowed cash                                                       (90,117)          --
       Deposit on acquisition of Primus                                               (677,091)          --
       Sale of discontinued operations                                                 250,000           --
       Purchase of fixed assets                                                        (86,339)       (77,207)
                                                                                   -----------    -----------
Net cash used in investing activities                                               (3,201,493)    (1,415,026)
                                                                                   -----------    -----------
</TABLE>

                                       23
<PAGE>
CASH FLOWS (continued)
<TABLE>
<CAPTION>


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                 FOR THE YEAR ENDED DECEMBER 31,
                                                                                      2006           2005
                                                                                   -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
<S>                                                                                    <C>
       Proceeds from sale of stock                                                     276,000           --
       Borrowings on debt                                                            1,400,000      1,566,240
       Principal payments on debt                                                     (152,904)          --
                                                                                   -----------    -----------
Net cash provided by financing activities                                            1,523,096      1,566,240
                                                                                   -----------    -----------
Currency translation adjustment                                                        (27,825)       (77,724)
Net change in cash and cash equivalents                                                988,745        329,485
CASH AND CASH EQUIVALENTS
       Beginning of year                                                               603,322        273,837
                                                                                   -----------    -----------
       End of year                                                                 $ 1,592,067    $   603,322
                                                                                   ===========    ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
       Cash paid for interest                                                      $      --      $      --
       Cash paid for taxes                                                                --             --
NON CASH INVESTING AND FINANCING TRANSACTIONS:
       Stock issued for stock payable                                                5,845,105           --
       Unrealized gain on marketable securities                                         35,843           --
       Dividend payable to minority interest                                            85,615           --
       Discount on notes payable from derivative                                          --        1,566,240
       Common stock issued in reverse merger                                              --            3,437

       ACQUISITION OF MASTER TRUST SA:
           Fair value of assets acquired                                             7,122,429           --
           Fair value of liabilities acquired                                         (829,223)          --
                                                                                   -----------    -----------
           Net assets acquired                                                       6,293,206           --
                                                                                   -----------    -----------
           Non-cash consideration:
                Stock payable to consultant                                            780,000           --
                Note payable assumed                                                 2,588,206           --
                Common stock issued                                                  2,925,000           --
                                                                                   -----------    -----------
           Total non-cash consideration                                              6,293,206           --
                                                                                   -----------    -----------
       ACQUISITION OF MASTER FINANCE HOLDINGS SA:
           Fair value of assets acquired                                                  --        6,203,841
           Fair value of liabilities acquired                                             --         (395,841)
                                                                                   -----------    -----------
            Stock payable to consultants                                                  --        5,808,000
                                                                                   -----------    -----------
</TABLE>

                                       22
<PAGE>

INVESTING ACTIVITIES

In August 4, 2006,  Tally-Ho entered into a certain Sale and Purchase  Agreement
(the "SPA") with Protrust  Financial  Services Group SA, a company  incorporated
under the laws of the  Canton of  Ticino,  Switzerland  ("Protrust").  Under the
terms of the SPA,  ProTrust  agreed to sell to  Tally-Ho  all of the  issued and
outstanding shares of its wholly-owned  subsidiary,  Protrust Private Clients SA
("Protrust"),  in  consideration  for (i) the payment of US  $2,000,000 in cash,
(ii) the  delivery  by Tally-Ho a  promissory  note in the  aggregate  principal
amount of US $3,000,000 and (iii) the issue by Tally-Ho to ProTrust of 1,500,000
shares of its common stock with a fair value of  $2,925,000.  The estimated fair
values of the assets acquired at August 4, 2006 were as follows:

Financing Activities

During the  previous  we borrowed  $1,400,000  and sold stock for  $276,000  for
financing the acquisition of Master Trust SA

OFF-BALANCE SHEET ARRANGEMENTS
         The share  purchase  agreement for the  acquisition  of Master  Finance
Holdings  SA  provides  for a payment of  additional  consideration  on reaching
certain levels of profit by the management of Master  Finance.  This  contingent
liability  will arise only upon  reaching  the targets and are not  reflected as
total liabilities of the Company in the balance sheet.



                                       24
<PAGE>



ITEM 7: FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS                                                                   PAGE

Tally-Ho Ventures, Inc., Report of Independent Registered Accounting Firm      X

Consolidated Balance Sheets as of December 31, 2006                            X

Consolidated Statements of Operations
for the years ended December 31, 2006 and 2005                                 X

Consolidated Statement of Stockholder's Equity
for years ended December 31, 2006 and 2005                                     X

Consolidated Statements of Cash Flows
for the years ended December 31, 2006 and 2005                                 X

Notes to the Consolidated Financial Statements                                 X



                                       25
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To       the Board of Directors
Tally Ho Ventures, Inc.
Capellen, Luxembourg

We have  audited  the  accompanying  consolidated  balance  sheets  of  Tally Ho
Ventures,  Inc. as of December 31, 2006 and the related consolidated  statements
of operations, changes in stockholders' deficit and cash flows for the two years
then ended.  These consolidated  financial  statements are the responsibility of
Tally  Ho's  management.  Our  responsibility  is to express an opinion on these
consolidated financial statements based on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated financial statements are free of material  misstatements.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Tally
Ho as of December 31, 2006 and the  consolidated  results of its  operations and
its cash  flows for the two  years  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that Tally Ho will  continue as a going  concern.  As discussed in Note 2 to the
consolidated  financial statements,  Tally Ho has negative working capital which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans  regarding  those  matters  are  described  in Note  2.  The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas

May 21, 2007



                                       26
<PAGE>


<TABLE>
<CAPTION>
                             TALLY-HO VENTURES, INC
                           CONSOLIDATED BALANCE SHEET

                                                                                         DECEMBER 31,
                                                                                             2006
                                                                                         ------------
                                          ASSETS
CURRENT ASSETS
<S>                                                                                      <C>
                         Cash and cash equivalents                                       $  1,592,067
                         Escrow accounts                                                    5,539,573
                         Marketable securities                                                388,576
                         Accounts receivable                                                2,706,012
                         Prepaid expenses                                                      94,169
                                                                                         ------------
                             Total current assets                                          10,320,397
                                                                                         ------------

Property and equipment, net                                                                   132,587
Deposits                                                                                      697,990
Customer list, net                                                                          9,547,894
Goodwill                                                                                    5,122,913
Other assets                                                                                   12,986
                                                                                         ------------
TOTAL ASSETS                                                                             $ 25,834,767
                                                                                         ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
                         Accounts payable                                                $  3,344,245
                         Escrow accounts payable                                            5,449,456
                         Accrued expenses                                                   1,653,572
                         Stock payable                                                        874,392
                         Derivative liability                                               1,559,055
                         Current portion of notes payable                                   4,302,044
                                                                                         ------------
                            Total current liabilities                                      17,182,764
                         Note payable                                                       1,357,612
                                                                                         ------------
                            Total liabilities                                              18,540,376
                                                                                         ------------

MINORITY INTEREST                                                                             629,906
                                                                                         ------------

SHAREHOLDERS' EQUITY
                         Common stock, $0.001 par value; 75,000,000 shares authorized;
                         14,192,162  shares issued and outstanding                             14,193
                         Additional paid-in-capital                                         9,052,916
                         Other comprehensive loss                                             (69,706)
                         Retained earnings                                                 (2,332,918)
                                                                                         ------------
                             Total shareholders' equity                                     6,664,485
                                                                                         ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                               $ 25,834,767
                                                                                         ============

    The accompanying notes are an integral part of the financial statements.

</TABLE>

                                       27
<PAGE>





                             TALLY-HO VENTURES, INC
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                        FOR THE YEAR ENDED DECEMBER 31,
                                                                            (RESTATED)
                                                             2006             2005
                                                          ------------    ------------
<S>                                                       <C>             <C>
Advisory commission received                              $ 12,288,657    $  4,005,888

Commission paid to advisors                                  6,305,455       2,243,829
Selling, general and administrative                          5,018,220         707,337
Depreciation and amortization                                1,182,611         168,083
Impairment loss                                                332,774            --
                                                          ------------     ------------
INCOME (LOSS) FROM OPERATIONS                                 (550,403)        886,639

OTHER INCOME (EXPENSES)
Interest income                                                189,573           1,810
Interest expense                                            (1,901,319)        (28,836)
Gain (loss) on derivatives                                     199,069        (191,884)
Loss on currency exchange                                     (146,867)           --
Other income                                                   330,000            --
                                                          ------------     ------------
INCOME (LOSS) BEFORE MINORITY INTEREST AND INCOME TAXES     (1,879,947)        667,729

LOSS ATTRIBUTABLE TO MINORITY INTEREST                        (147,050)        (83,253)
                                                          ------------     ------------
INCOME (LOSS) BEFORE INCOME TAXES                           (2,026,997)        584,476

PROVISION FOR INCOME TAXES                                     546,756         357,898
                                                          ------------     ------------
INCOME (LOSS) FROM CONTINUING OPERATIONS                    (2,573,753)        226,578

DISCONTINUED OPERATIONS
Gain on sale of discontinued operations                      1,292,498            --
Loss from discontinued operations                                 --          (938,482)

                                                          ------------     ------------
NET LOSS                                                  $ (1,281,255)    $  (711,904)
                                                          ============     ============

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
Continuing operations                                     $      (0.24)    $      0.03
Discontinued operations                                           0.11           (0.13)
Net loss                                                         (0.11)          (0.10)

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING       11,338,607       7,122,873

    The accompanying notes are an integral part of the financial statements.

</TABLE>

<PAGE>



                             TALLY-HO VENTURES, INC
                  CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

<TABLE>
<CAPTION>

                                                                      Additional                     Other           Total
                                               Common Stock            Paid-in       Retained     Comprehensive  Stockholders'
                                           Shares         Amount       Capital       Earnings        Income     Equity (Deficit)
                                          ----------   -----------   -----------    -----------    -----------    -----------
<S>                                      <C>         <C>           <C>            <C>            <C>            <C>
Balance at December 31, 2004               4,563,490   $     4,563   $     7,533    $  (254,144)   $      --      $  (242,048)
Common shares issued in reverse merger     3,437,225         3,437        (3,437)          --             --             --
Common shares issued for services            650,243           650         8,257           --             --            8,907
Other comprehensive
   loss - translation adjustment                --            --            --             --          (77,724)       (77,724)
Net loss                                        --            --            --         (711,904)          --         (711,904)
                                          ----------   -----------   -----------    -----------    -----------    -----------
Balance at December 31, 2005 (restated)    8,650,958         8,651        12,353       (966,048)       (77,724)    (1,022,769)
Common shares issued for services          2,708,704         2,709        34,396           --             --           37,105
Common shares issued for cash                312,500           313       275,688           --             --          276,000
Common shares issued for acquisition of
   Master Finance                          1,020,000         1,020     5,806,980           --             --        5,808,000
   Master Trust                            1,500,000         1,500     2,923,500           --             --        2,925,000
Other comprehensive income (loss):
       Translation adjustment                   --            --            --             --          (27,825)       (27,825)
       Unrealized gain
          on marketable securities              --            --            --             --           35,843         35,843
Net loss                                        --            --            --       (1,281,255)          --       (1,281,255)
                                                                                                                  -----------
Total comprehensive income (loss)               --            --            --             --             --       (1,273,237)
Dividend payable to minority interest           --            --            --          (85,615)          --          (85,615)
                                          ----------   -----------   -----------    -----------    -----------    -----------
Balance at December 31, 2006              14,192,162   $    14,193   $ 9,052,916    $(2,332,918)   $   (69,706)   $ 6,664,485
                                          ==========   ===========   ===========    ===========    ===========    ===========

</TABLE>


                                       28
<PAGE>


                             TALLY-HO VENTURES, INC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                FOR THE YEAR ENDED DECEMBER 31,
                                                                                (RESTATED)
                                                                  ----------    -----------
                                                                     2006          2005
                                                                  ----------    -----------
Cash flows from operating activities
<S>                                                              <C>            <C>
       Net loss                                                  $(1,281,254)   $  (711,904)
       Net loss from discontinued operations                            --          806,985
                                                                 -----------    -----------
       Net income (loss) from continuing operations               (1,281,254)        95,081
       Adjustments to reconcile net income (loss) to net
       cash flows from operating activities:
           Stock payable for services                                   --          131,497
           Depreciation                                               67,508         20,191
           Amortization of customer list                           1,115,103        147,892
           Loss attributable to minority interest                    147,050         83,253
           Impairment of accounts receivable                         119,382           --
           Loss on currency exchange                                 148,460           --
           Amortization of debt discount                           1,647,058         28,836
           Goodwill impairment                                       213,392           --
           Gain on sale of discontinued operations                (1,292,498)          --
           (Gain) / Loss on derivative                              (199.069)       191,884
           Changes in assets and liabilities:
                Accounts receivable                                  (30,247)    (2,282,838)
                Prepaid expenses and other current assets             (2,004)       (38,483)
                Accounts payable                                     910,492      1,672,528
                Third party accounts                                 187,587      5,261,869
                Minority interest                                     51,550        262,438
                Accrued expenses and other current liabilities       974,554        217,553
                                                                 -----------    -----------
Net cash provided by continuing operations                         1,528,372      5,800,609
Net cash used in discontinued operations                                --         (282,745)
                                                                 -----------    -----------
Net cash provided by operating activities                          1,528,372      5,517,864
                                                                 -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
       Cash paid for acquisition of Master Trust SA               (2,000,000)          --
       Cash paid for acquisition of Master Finance Holdings SA          --       (1,566,240)
       Cash received in Master Trust SA acquisition                  338,950           --
       Cash received in Master Finance Holdings SA acquisition          --          228,421
       Investment in marketable securities                           (16,286)          --
       Additional investment in Master Finance Holdings SA          (920,250)          --
       Increase in escrowed cash                                    (277,704)    (5,261,869)
       Deposit on acquisition of Primus                             (677,091)          --
       Sale of discontinued operations                               250,000           --
       Purchase of fixed assets                                      (86,339)       (77,207)
                                                                 -----------    -----------
Net cash used in investing activities                             (3,389,080)    (6,676,895)
                                                                 -----------    -----------
</TABLE>

                             TALLY-HO VENTURES, INC
                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
<TABLE>
<CAPTION>
                                                                FOR THE YEAR ENDED DECEMBER 31,
                                                                                (RESTATED)
                                                                  ----------    -----------
                                                                     2006          2005
                                                                  ----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
<S>                                                                  <C>        <C>
       Proceeds from sale of stock                                   276,000           --
       Borrowings on debt                                          1,400,000      1,566,240
       Principal payments on debt                                   (152,904)          --
                                                                 -----------    -----------
Net cash provided by financing activities                          1,523,096      1,566,240
                                                                 -----------    -----------
Currency translation adjustment                                      (27,825)       (77,724)
Net change in cash and cash equivalents                              988,745        329,485

CASH AND CASH EQUIVALENTS
       Beginning of year                                             603,322        273,837
                                                                 -----------    -----------
       End of year                                               $ 1,592,067    $   603,322
                                                                 ===========    ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
       Cash paid for interest                                    $      --      $      --
       Cash paid for taxes                                               xxx            xxx

NON CASH INVESTING AND FINANCING TRANSACTIONS:
       Stock issued for stock payable                              5,845,105           --
       Unrealized gain on marketable securities                       35,843           --
       Dividend payable to minority interest                          85,615           --
       Discount on notes payable from derivative                        --        1,566,240
       Common stock issued in reverse merger                            --            3,437

       ACQUISITION OF MASTER TRUST SA:
           Fair value of assets acquired                           7,122,429           --
           Fair value of liabilities acquired                       (829,223)          --
                                                                 -----------    -----------
           Net assets acquired                                     6,293,206           --
                                                                 -----------    -----------
           Non-cash consideration:
                Stock payable to consultant                          780,000           --
                Note payable assumed                               2,588,206           --
                Common stock issued                                2,925,000           --
                                                                 -----------    -----------
           Total non-cash consideration                            6,293,206           --
                                                                 -----------    -----------
       ACQUISITION OF MASTER FINANCE HOLDINGS SA:
           Fair value of assets acquired                                --        6,203,841
           Fair value of liabilities acquired                           --         (395,841)
                                                                 -----------    -----------
           Stock payable to consultants                                 --        5,808,000
                                                                 -----------    -----------
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       29
<PAGE>



                             TALLY HO VENTURES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Tally-Ho Ventures, Inc. through it's subsidiaries is a private wealth management
organization focused on serving the needs of mid wealth families and individuals

Tally-Ho was incorporated on November 21, 2002 as a Delaware corporation. On May
9,  2005,  Tally-Ho  completed  a  1-for-30  reverse  split  of its  issued  and
outstanding  shares of common  stock.  All share and per share amounts have been
restated  as if the split  had  occurred  on the  first day of the first  period
presented.  On May 12, 2005,  Tally-Ho exchanged  4,563,490 shares of its common
stock for 100% of the ownership  interest in Belgravia  Intervest Group Limited,
an  international  business  company  registered in the British  Virgin  Islands
("BIG").  As  a  result  of  recapitalization  following  this  reverse  merger,
Belgravia  Intervest Group Limited became the operating company and the business
plan associated with Tally-Ho prior to the transaction was abandoned.

On  September  27,  2005,  Tally-Ho  purchased  Master  Finance  Holdings  SA, a
Luxembourg  based company in the financial  services  industry.  Master  Finance
Holdings SA has two  subsidiaries,  Master  Finance Europe SA and Master Finance
Belgium SA. Through its acquisition, Tally Ho acquired an 85% interest in Master
Finance  Europe and a 100% interest in Master  Finance  Belgium.  Master Finance
Holdings SA and its two  subsidiaries  were  acquired  for  $7,374,240  of which
$1,566,240  was paid in cash to the former  owner and  1,020,000  common  shares
valued at $5,808,000 was issued to acquisition consultants.

In August 4, 2006, Tally-Ho purchased Protrust Private Clients SA from Protrust,
for  $8,293,206,  comprised of (i) US $2,000,000,  (ii) a promissory note for US
$2,588,206  (iii)  1,500,000  common shares with a fair value of $2,925,000  and
(iv) 400,000 common shares to a consultant with a fair value of $780,000.

PRINCIPALS OF CONSOLIDATION

The accompanying  consolidated  financial  statements are prepared in accordance
with accounting principles generally accepted in the United States. All material
inter-company accounts and transactions have been eliminated in consolidation.

ACCOUNTING ESTIMATES

Management uses estimates and assumptions in preparing  financial  statements in
accordance with accounting  principles  generally accepted in the United States.
Those  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities,  the  disclosure  of  contingent  assets and  liabilities,  and the
reported  revenues and  expenses.  Actual  results could vary from the estimates
that were used.

                                       30
<PAGE>

RECLASSIFICATIONS

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

RESTATEMENT

Restatements of 2005 were made. See note 11 for details.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows,  Tally-Ho  considers  cash and cash
equivalents to include all stable,  highly liquid investments with maturities of
three months or less.

ESCROW ACCOUNTS AND ESCROW ACCOUNTS PAYABLE

Escrow accounts are the monies held by Tally-Ho or its subsidiaries held in bank
accounts on behalf of clients to be paid out towards  premium or  investments as
per the instructions of the customers.  Tally-Ho has recorded a liability on the
balance sheet that corresponds to these amounts.  The difference  between escrow
accounts  and escrow  accounts  payable is due to interest  on escrow  accounts.
Escrow  accounts and escrow  accounts  payable are not part of the  investing or
financing activities of Tally-Ho.

MARKETABLE SECURITIES

Investments  include  marketable equity  securities  available for sale at their
fair value. For the available for sale securities,  any unrealized holding gains
and losses are  excluded  from  operating  results and are  recognized  as other
comprehensive income (loss). The fair values of the securities at period-end are
determined  based on prevailing  market prices.  During the year  management may
estimate the fair value of securities not regularly traded.

Details as of December 31, 2006 are as follows:

Aggregate fair value                                    $388,576
Gross unrealized holding gains                            35,843

REVENUE AND COMMISSION EXPENSE RECOGNITION

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

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

Commissions  payable to consultants,  brokers and advisers are due in the period
Tally-Ho recognizes revenue on a client's investment.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Tally-Ho depreciates its property and
equipment using the straight line method.  Major renewals and  improvements  are
charged to the asset accounts while replacements, maintenance and repairs, which
do not improve or extend the lives of the respective  assets,  are expensed.  At
the time property and equipment are retired or otherwise  disposed of, the asset
and related  accumulated  depreciation  accounts are relieved of the  applicable
amounts.  Gains or losses from  retirements  or sales are credited or charged to
income.

                                       31
<PAGE>

LONG-LIVED ASSETS

Statement  of  Financial  Accounting  Standards  No  144,  "Accounting  for  the
Impairment of Long-Lived  Assets and for Long-Lived  Assets to be disposed off,"
requires that  long-lived  assets be reviewed for impairment  whenever events or
changes in circumstances indicate that the historical  cost-carrying value of an
asset may no longer be  appropriate.  Tally-Ho  assesses  recoverability  of the
carrying  value of an asset by estimating  the future net cash flows expected to
result from the asset,  including eventual  disposition.  If the future net cash
flows are less than the  carrying  value of the  asset,  an  impairment  loss is
recorded  equal to the  difference  between the asset's  carrying value and fair
value. There was no impairment of long lived assets in 2006 or 2005.

GOODWILL AND INTANGIBLE ASSETS

Tally-Ho  applies  the  provisions  of SFAS No. 142, " Goodwill  and  Intangible
Assets."  Under SFAS No. 142,  goodwill and  intangible  assets with  indefinite
useful lives are not  amortized,  but instead are tested for impairment at least
annually.  In  accordance  with SFAS No. 142,  Tally-Ho's  reporting  units were
identified as segments,  and the goodwill assigned to each represents the excess
of the  original  purchase  price  over the fair  value of the net  identifiable
assets acquired for that segment.  Tally-Ho  evaluated  goodwill for impairment.
Fair value was determined  through analyses of discounted  future cash flows for
the  applicable  reporting  units.  The  analysis  resulted in a  write-down  of
goodwill of $213,292 in fiscal 2006 related to Master  Finance  Belgium,  SA. No
impairment loss was recognized in fiscal 2005..

EARNINGS PER SHARE

The basic net loss per common  share is computed by dividing the net loss by the
weighted  average  number of common  shares  outstanding.  Diluted  net loss per
common  share  is  computed  by  dividing  the net  loss  adjusted  on an "as if
converted"  basis, by the weighted  average number of common shares  outstanding
plus  potential  dilutive  securities.  Basic and diluted loss per share are the
same due to the absence of common stock equivalents.

INCOME TAXES

Tally-Ho records income tax expense using the liability method for taxes.  Under
this  method,  deferred  tax  assets and  liabilities  are  recognized  based on
differences  between financial statement and tax bases of assets and liabilities
using  presently  enacted tax rates.  Deferred  tax assets and  liabilities  are
classified as current or noncurrent based on the  classification  of the related
assets or liabilities for financial reporting purposes. A valuation allowance is
recorded to reduce the carrying amounts of deferred tax assets unless it is more
likely than not those assets will be realized.  Deferred  federal  income taxes,
net of  applicable  foreign tax credits,  are not provided on the  undistributed
earnings of foreign  subsidiaries to the extent Tally-Ho  intends to permanently
reinvest  such  earnings  abroad.  At any point in time,  multiple tax years are
subject to audit by various  jurisdictions  and  Tally-Ho  records  reserves for
estimates of probable tax exposures of foreign and domestic tax audits. However,
negotiations  with taxing  authorities  may yield results  different  than those
currently estimated.

STOCK BASED COMPENSATION

Tally-Ho  adopted the  provisions of SFAS No. 123 (Revised  2004),  "Share-Based
Payment." SFAS 123R requires all companies to measure and recognize compensation
expense at an amount  equal to the fair value of  share-based  payments  granted
under  compensation  arrangements.  Prior to  adoption  of SFAS  123R,  Tally-Ho
accounted for stock option grants using the intrinsic value method in accordance
with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and recognized no compensation expense for stock option grants since
all  options  granted had an  exercise  price  equal to the market  value of the
underlying  common  stock  on the date of  grant.  There  were no stock  options
granted in fiscal 2006 or 2005.

                                       32
<PAGE>

TRANSLATION OF FOREIGN CURRENCIES

Assets and liabilities of foreign operations are translated into U.S. dollars at
fiscal year end  exchange  rates.  Income and expense  items are  translated  at
average  exchange  rates  prevailing  during the year.  Translation  adjustments
arising from differences in exchange rates from period to period are included as
a  separate  component  of  shareholders'  equity  and  are  included  in  other
comprehensive income (loss).

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial  instruments  is  determined by reference to various
market data and other valuation techniques as appropriate.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Tally-Ho   does  not  expect  the   adoption  of  recently   issued   accounting
pronouncements  to have a significant  impact on Tally-Ho results of operations,
financial position or cash flow.

NOTE 2: GOING CONCERN

As shown  in the  accompanying  financial  statements,  Tally  Ho had a  working
capital  deficit of $6,862,367 as of December 31, 2006.  This  condition  raises
substantial  doubt as to Tally Ho's ability to continue as a going concern.  The
financial  statements do not include any adjustments  that might be necessary if
Tally Ho is unable to continue as a going concern.  Management believes that its
cash flow from operations is sufficient to pay all debts on a timely basis.

NOTE 3: PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2006:

                  Description                       Life         Amount
                  -----------------------           -------    ---------
                  Computer equipment                3 years     $134,077
                  Office furniture and equipment    4-10 years    56,683
                  Software                          3 years       13,144
                                                               ---------
                                                                 203,904
                  Less: accumulated depreciation                 (71,317)
                                                               ---------
                                                                $132,587
                                                               =========

                                       33
<PAGE>

Depreciation  expense  totaled  $67,508  and  $21,191  in fiscal  2006 and 2005,
respectively.

NOTE 4: INCOME TAXES

The provision for income taxes on income from continuing operations is comprised
of the following for the years ended December 31:
<TABLE>
<CAPTION>

                                                                                2006                2005
                                                                        ------------        ------------
Current
<S>                                                                  <C>                 <C>
         United States                                               $             -     $             -
         Foreign                                                             546,756             357,898
                                                                          ----------          ----------
         Total Current                                                       546,756             357,898
                                                                          ----------          ----------

Total Provision                                                            $ 546,756           $ 357,898
                                                                           =========           =========
</TABLE>

All income taxes  assessed are from European  sources,  where all operations are
located. The applicable U.S. and European statutory rates are both 35%.

Taxable income (loss) for continuing operations by location is shown below:
<TABLE>
<CAPTION>

<S>                                                                      <C>                   <C>
         United States                                                   $(3,906,969)          $(368,613)
         Foreign                                                           1,333,216             953,089
                                                                        ------------          ----------

         Totals                                                          $(2,573,753)          $ 584,476
                                                                         ===========           =========
</TABLE>

The provision for income taxes differs from the amount  computed by applying the
U.S.  statutory  income tax rate to income  from  continuing  opreations  before
income taxes for the reasons set forth below:
<TABLE>
<CAPTION>

<S>                                                                        <C>                 <C>
         Statutory income tax at 35%                                             n/a           $ 204,567
         Effect of foreign operations                                      $ 546,756             153,331
                                                                           ---------          ----------

Total Provision                                                            $ 546,756           $ 357,898
                                                                           =========           =========
</TABLE>

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes, as well as operating loss
and tax credit  carryforwards.  The tax effects of our temporary differences and
carryforwards are as follows at December 31:

<TABLE>
<CAPTION>

Deferred tax asset
<S>                                                                        <C>                <C>
         Net operating loss carryforwards                                  $ 340,000          $   10,000
         Less:  Valuation allowance                                         (340,000)          (  10,000)
                                                                          ----------          ----------

         Net deferred tax asset                                            $       -          $        -
                                                                          ==========          ==========
</TABLE>

Prior year losses of the U.S. parent company were mostly  eliminated by Internal
Revenue Code Section 382 when the reverse merger occurred in 2005.

                                       34
<PAGE>

NOTE 5: ACQUISITIONS

BELGRAVIA INTERVEST GROUP LIMITED
On May 12, 2005,  Tally-Ho  exchanged  4,563,490  shares of its common stock for
100% of the ownership  interest in Belgravia  Intervest Group Limited, a British
Virgin Islands company. As a result of this reverse merger,  Belgravia Intervest
Group Limited became the operating company and the business plan associated with
Tally-Ho prior to the transaction has been abandoned.

MASTER FINANCE HOLDINGS, SA
On September 27, 2005,  Tally-Ho entered into a Share Purchase Agreement for the
acquisition of 100% of the ownership in Master Finance Holdings SA, a Luxembourg
based company in the financial services industry. Master Finance Holdings SA has
two  subsidiaries,  Master  Finance  Europe SA and Master  Finance  Belgium  SA.
Through its  acquisition,  Tally Ho acquired an 85%  interest in Master  Finance
Europe and a 100% interest in Master Finance Belgium. Master Finance Holdings SA
and its two  subsidiaries  were acquired for a total cost of $7,374,240 of which
1.3  million  Euros was to be paid in cash to the  former  owner  and  1,020,000
common shares valued at $5,808,000 to be paid to acquisition consultants.
The acquisition  strengthened  Tally-Ho as a competitor in the wealth management
industry.  The estimated fair values of the assets and  liabilities  acquired at
September 27, 2005 were as follows:

Cash                                       $          228,421
Accounts receivable                                   320,525
PP&E                                                   46,025
Goodwill                                            4,217,276
Customer list                                       2,957,832
Accounts payable                                     (129,225)
Accrued liabilities                                  (266,614)
                                           ------------------
Total                                      $        7,374,240
                                           ==================

Additional  consideration  over the value of the net  assets  was  allocated  to
goodwill and customer list based on a third party valuation. Goodwill was tested
for impairment by a third party as required by FASB Statement No. 142, "Goodwill
and other  Intangible  Assets." No  impairment  loss was deemed  necessary as of
December 31, 2005.  An  impairment  loss of $213,392 was recorded as of December
31, 2006 related to goodwill based on this valuation. The customer list is being
amortized over a 15 year life. $591,566 and $147,892 of amortization expense was
recognized as of December 31, 2006 and 2005 related to the customer list.

As of December  31, 2005,  Tally Ho held 85% of Master  Finance  Europe,  one of
Master  Finance  Holdings'  subsidiaries.  For the year ended December 31, 2005,
$83,253 of Master  Finance  Europe's net loss was  attributable  to the minority
shareholder.

During 2006,  Tally Ho acquired an additional  2.5%  interest in Master  Finance
Europe for $920,500, raising Tally Ho's total ownership to 87.5%. The additional
consideration  was allocated to goodwill.  For the year ended December 31, 2006,
$147,050 of Master Finance  Europe's net loss was  attributable  to the minority
shareholder.  As of December 31, 2006,  the value of the minority  shareholder's
ownership in the net assets of Master Finance Europe was $629,906.

                                       35
<PAGE>

The  results of this  acquisition  are  included in the  consolidated  financial
statements from the date of acquisition.  Unaudited  proforma  operating results
for  Tally-Ho,  assuming  the  acquisition  occurred on January 1, 2005,  are as
follows:

                                       2006                 2005
--------------------------------------------------------------------------
Service revenue                 $        8,165,558   $        3,765,552

Net loss                                  (295,407)            (683,627)

Net loss per common share                     (.03)               (0.10)

The proforma results are not necessarily  indicative of what would have occurred
if the  acquisition had been in effect for the periods  presented.  In addition,
they are not  intended to be a projection  of future  results and do not reflect
any synergies that might be achieved by combining the operations.

MASTER TRUST, SA
In August 4, 2006,  Tally-Ho entered into a certain Sale and Purchase  Agreement
(the "SPA") with Protrust  Financial  Services Group SA, a company  incorporated
under the laws of the  Canton of  Ticino,  Switzerland  ("Protrust").  Under the
terms of the SPA,  ProTrust  agreed to sell to  Tally-Ho  all of the  issued and
outstanding shares of its wholly-owned  subsidiary,  Protrust Private Clients SA
("Protrust"), for total consideration of $8,293,206 comprised of (i) the payment
of US $2,000,000 in cash, (ii) the delivery by Tally-Ho a promissory note in the
aggregate  principal  amount of US  $2,588,206  (iii) the issue by  Tally-Ho  to
ProTrust of 1,500,000 shares of its common stock with a fair value of $2,925,000
and (iv) the issue by Tally-Ho of 400,000 shares of common stock to a consultant
with a fair value of $780,000.  The estimated fair values of the assets acquired
at August 4, 2006 were as follows:

Cash                                        $          338,590
Marketable securities                                  336,447
Accounts receivable                                    191,784
Prepaid expenses                                       199,658
PP&E                                                     4,113
Customer list                                        7,853,057
Goodwill                                               198,779
Accounts payable                                      (532,000)
Accrued liabilities                                   (297,232)
                                            ------------------
Total                                       $        8,293,206
                                            ==================

Additional  consideration  over the value of the net  assets  was  allocated  to
goodwill and customer list based on a third party valuation. Goodwill was tested
for impairment by a third party as required by FASB Statement No. 142, "Goodwill
and other  Intangible  Assets." No  impairment  loss was deemed  necessary as of
December 31, 2006 or 2005.  The customer list is being  amortized over a 15 year
life.  $523,537 of  amortization  expense was recognized as of December 31, 2006
related to the customer list.

The  results of this  acquisition  are  included in the  consolidated  financial
statements from the date of acquisition.  Unaudited  proforma  operating results
for  Tally-Ho,  assuming  the  acquisition  occurred on January 1, 2005,  are as
follows:

                                             2006                 2005
--------------------------------------------------------------------------------
Service revenue                       $       16,266,326   $        9,559,781

Net Income (Loss)                                351,487             (877,150)

Net Income (Loss) per common share                  0.03                (0.12)

                                       36
<PAGE>

The proforma results are not necessarily  indicative of what would have occurred
if the  acquisition had been in effect for the periods  presented.  In addition,
they are not  intended to be a projection  of future  results and do not reflect
any synergies that might be achieved by combining the operations.

NOTE 6 : SHORT TERM DEBT AND DERIVATIVE LIABILITY

In  November  2005,  Tally Ho  borrowed  1,300,000  Euros from a third  party to
finance its acquisition of Master Finance Holdings. The note accrued interest at
10%,  was due June 30,  2006 and  secured by all of Tally Ho's  shares in Master
Finance Holdings.  The note was convertible at $3.00 per share unless the market
price of Tally Ho's stock fell below $3.00, at which point the conversion  price
would  equal  75% of the  market  price of Tally  Ho's  stock on the date of the
conversion.  $145,315 of interest was accrued as of December 31, 2006 related to
this note. The following  table  summarizes the  convertible  note payable since
inception:
<TABLE>
<CAPTION>

                                   Inception      Amortization     Balance      Amortization         Loss on       Balance
                                    11/19/05      of Discount     12/31/05       of Discount        Exchange      12/31/06
                                   -------------- --------------- ------------- ----------------- ------------- --------------
<S>                                   <C>                  <C>      <C>         <C>                <C>          <C>
Convertible Note Payable              $1,566,240           $   -    $1,566,240
                                                                                               -      $148,460     $1,714,700
Discount on Convertible Note from
Derivative                           (1,566,240)          28,836   (1,537,404)         1,537,404             -              -
                                   -------------- --------------- ------------- ----------------- ------------- --------------

Total                                          -         $28,836       $28,836        $1,537,404      $148,460     $1,714,700
                                   ============== =============== ============= ================= ============= ==============
</TABLE>


The note contains a variable  conversion  price that causes the number of shares
to be  issued in the  future  to be  indeterminate.  Because  of this,  the note
requires  derivative  treatment under FAS 133 & EITF 00-19.  Tally Ho valued the
conversion option for this note using the Black-Scholes model with the following
assumptions  as of December 31, 2006:  Stock price of $1.06,  exercise  price of
$0.80,  term of 1 year,  volatility  of 147%, 5% discount rate and no dividends.
The  excess  value of the  derivative  liability  over the  convertible  note at
inception was $196,342 and recorded as a loss on derivative.  The change in fair
value of the derivative liability is recorded for each period as gain or loss on
derivative.  The following  table  summarizes  the  derivative  liability  since
inception:

Inception, 11/19/05
        -Discount on convertible note                               $1,566,240
        -Loss on derivative                                            196,342
------------------------------------------------------------ ------------------
Derivative Liability, 11/19/05                                       1,762,582
------------------------------------------------------------ ------------------
Gain on derivative                                                      (4,458)
------------------------------------------------------------ ------------------
Derivative Liability, 12/31/05                                       1,758,124
------------------------------------------------------------ ------------------
Gain on derivative                                                   (199,069)
------------------------------------------------------------ ------------------
Derivative Liability, 12/31/06                                      $1,559,055
============================================================ ==================

                                       37
<PAGE>

In August 2006, as a part of its acquisition of Master Trust, Tally Ho assumed a
$3,000,000  note to the former owners of Master Trust.  The note has no interest
rate, is unsecured and Tally Ho must make  quarterly  payments of $350,000 until
the note is paid.  Tally Ho made payments of $152,904 during the year related to
this note. Tally Ho discounted the note due to it having no stated rate using an
interest rate of 10%. The following table summarizes this note since inception:

<TABLE>
<CAPTION>
                                       Inception        Amortization                          Balance
                                         8/4/06         of Discount         Payment          12/31/06
                                    ----------------- ----------------- ---------------- ------------------
<S>                                       <C>          <C>               <C>              <C>
Note Payable                              $3,000,000                         $(152,904)
                                                                     -                         $2,847,096
Discount                                    (411,794)          109,654               -           (302,140)
                                    ----------------- ----------------- ---------------- ------------------
Total                                     $2,588,206          $109,654       $(152,904)         2,544,956
                                    ================= ================= ================ ==================
</TABLE>

Also in August 2006,  Tally Ho borrowed a total of $1,400,000  from two parties.
These notes are due  January  31,  2007,  unsecured  and accrue  interest at 5%.
$29,167 of interest was accrued as of December 31, 2006 related to these notes.

NOTE 7: COMMON STOCK

During 2005:

- Tally Ho issued  3,437,225 shares of common stock valued at $0 to the previous
shareholders of the company prior to its reverse merger with Belgravia Intervest
Group.

- Tally Ho issued  650,243  shares of common  stock  valued at $8,907 to various
consultants,   employees,   and  clients  of   Belgravia   Intervest   Group  as
consideration for services performed prior to the reverse merger.

During 2006:

- Tally Ho issued  2,708,704 shares of common stock valued at $37,105 to various
consultants,   employees,   and  clients  of   Belgravia   Intervest   Group  as
consideration for services performed prior to the reverse merger.

- Tally Ho issued 312,500 shares of stock for $276,000.

- Tally issued 1,020,000 shares of common stock valued at $5,808,000 for amounts
payable in 2005 related to its acquisition of Master Finance Holdings SA.

- Tally Ho issued  1,500,000  shares of common  stock  valued at  $2,925,000  to
acquire Master Trust, SA.

NOTE 8:  SALE OF BELGRAVIA AND DISCONTINUED OPERATIONS

On  December  15,  2005,  Tally-Ho  determined  to divest  itself  of  Belgravia
Intervest  Group  Limited  in order to  concentrate  on the  regulated  European
financial  services  market,  and,  shortly  thereafter.  On December  15, 2005,
Tally-Ho  entered  into  a  franchising  agreement  with  Affinity  Trust  SA to
franchise  BIG for a period  of 5 years  with an  option  to the  franchisee  to
acquire ownership of BIG at the end of the franchising  period. In January 2006,
management  of BIG was handed  over to the  franchisee.  On January 31, 2006 the
title of  ownership  of BIG was  transferred  to  Amalgamated  Holdings  SA. The
franchise  agreement  called  for the  payment of  $100,000  per month for sixty
months.  Affinity  Trust SA  failed  to meet  their  responsibilities  under the
franchise agreement and as a result,  Tally-Ho rescinded the franchise agreement
and agreement of sale. Tally-Ho  subsequently sold all of its interest in BIG to
Centurion Finance,  Inc on June 29, 2006 for $250,000.  The information has been
classified  in as  discontinued  operations  in the  Consolidated  Statement  of
Operations and the Consolidated Statement of Cash Flows.

During the year ended December 31, 2006, Tally-Ho recorded a gain on disposal of
BIG of  $1,292,498.  During the year ended  December 31,  2005,  losses from the
discontinued operations of BIG were $938,482.

NOTE 9:  OTHER INCOME

Other income  consists of $330,000 of advisory  fees to Meritalia  SA.  Tally-Ho
advised  Meritalia SA on various matters.  Advisory  services is not the planned
future  operation of Tally Ho and therefore the amounts have been  classified as
other income.

                                       38
<PAGE>

NOTE 10 - COMMITMENTS

Master  Trust,  SA leases  office space under a two year  operating  lease which
began in August 2006.  Future  minimum  lease  payments  under a  non-cancelable
operating  lease are 166,691  Swiss  Francs in 2007 and 55,664  Swiss  Francs in
2008.  Basic rent expense  charged to operations for the year ended December 31,
2006 was $43,348.

Master  Finance  Holdings,  SA leases office space under two five year operating
leases.  The first  agreement  in  January  2004 and has  future  minimum  lease
payments of 30,300  Euros in 2007 and 2008 and 7,575  Euros in 2009.  The second
lease began in August 2005 and has future minimum lease payments of 20,820 Euros
from 2007-2009 and 8,675 Euros in 2010. Basic rent expense charged to operations
for the  years  ended  December  31,  2006  and 2005 was  $78,864  and  $17,023,
respectively.

In the normal  course of business,  Tally Ho may become  subject to lawsuits and
other  claims and  proceedings.  Such  matters  are subject to  uncertainty  and
outcomes are not  predictable  with  assurance.  Management  is not aware of any
pending or threatened lawsuits or proceedings which would have a material effect
on the Company's financial position, liquidity, or results of operations.

NOTE 11: 2005 RESTATEMENT

The statement of operations for 2005 has been restated.  See the summary and the
notes below:
<TABLE>
<CAPTION>

                                                          PREVIOUSLY
                                                            STATED                                          RESTATED
                                                             2005             ADJUSTMENT                      2005
                                                        --------------- -----------------------        -------------------
REVENUE
<S>                                                         <C>                       <C>         <C>          <C>
Advisory commission received                                $3,828,924            $    176,964    (1)         $ 4,005,888
COST OF SALES
Commission paid to advisors                                  1,841,322                 402,507    (1)           2,243,829
                                                        --------------- -----------------------        -------------------

GROSS PROFIT                                                 1,987,602               (225,543)                  1,762,059

OPERATING EXPENSES
Selling, general and administrative                            958,084               (250,747)    (1)             707,337
Depreciation and amortization                                   54,999                 113,084    (3)             168,083
                                                        --------------- -----------------------        -------------------
Total operating expenses                                     1,013,083               (137,663)                    875,420
                                                        --------------- -----------------------        -------------------
LOSS FROM OPERATIONS                                           974,519                (87,880)                    886,639

OTHER INCOME (EXPENSES)
Interest income                                                  1,729                      81    (1)               1,810
Interest expense                                              (21,382)                 (7,454)    (1)            (28,836)
Gain (loss) on derivatives                                           -               (191,884)    (4)           (191,884)
Loss from discontinued operations                                                    (938,482)    (2)           (938,482)
                                                        --------------- -----------------------        -------------------
INCOME (LOSS) BEFORE MINORITY INTEREST AND INCOME TAXES        954,866             (1,225,619)                  (270,753)

LOSS ATTRIBUTABLE TO MINORITY INTEREST                          84,406                 (1,153)    (1)              83,253
                                                        --------------- -----------------------        -------------------
INCOME (LOSS) BEFORE INCOME TAXES                              870,460             (1,224,466)                  (354,006)

PROVISION FOR INCOME TAXES                                     342,086                            (1)             357,898
                                                        --------------- -----------------------        -------------------
NET INCOME (LOSS)                                           $  528,374           $ (1,224,466)                $ (711,904)
                                                        =============== =======================        ===================

BASIC AND DILUTED INCOME  (LOSS)  PER SHARE                      $0.06                                            ($0.10)

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING        8,650,624                                          7,122,873

(1) To record various adjustments and  reclassifications in accordance with U.S.
GAAP.  (2) To  record  the  effect  of  discontinued  operations.  (3) To record
amortization  of customer list acquired from Master Finance  Holdings SA. (4) To
record loss from derivative liability on convertible note.
</TABLE>



                                       39
<PAGE>

NOTE 12: SUBSEQUENT EVENTS

On January 3, 2007,  Tally Ho purchased  the customer  list of Primus  Produkt &
Vertriebs- Management SA for $676,936.  The customer list will be amortized over
five years.

During the quarter ended March 31, 2007 Tally Ho issued:

         o        207,000 shares of common stock with 225,000  warrants for cash
                  of $225,000,  less offering costs of $22,750. 18,000 shares of
                  common stock were issued to the  placement  agent and recorded
                  as offering costs.
         o        900,000  shares of common stock to settle  $1,429,166 of short
                  term loans  consisting of principal of $1,400,000  and accrued
                  interest of $29,166.
         o        1,500,000 shares of commons stock to settle its 1,300,000 Euro
                  convertible  note, at the same time eliminating its derivative
                  liability.  The  principal and interest  were  $1,714,700  and
                  $145,315, respectively.
         o        3,812,940  shares of  common  stock  for  prior  period  stock
                  payable totaling $874,932.
         o        100,000   shares  of  common  stock  valued  at  $100,000  for
                  services.

During April 2007 Tally Ho issued:

o        817,008 shares of common stock with 895,940 warrants for $888,087, less
         offering costs of $79,928.  As a result of this  transaction,  Tally Ho
         agreed to issue  73,531  shares of stock with  79,928  warrants  to the
         placement agent as offering costs.


                                       40
<PAGE>

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

REMOVAL OF VAN CAUTER-SNAUWAERT & CO SARL, CHARTERED AUDITORS

         On  April  5,  2006,  we  dismissed  Van  Cauter-Snauwaert  & Co  Sarl,
Chartered Auditors ("VC-S"). VC-S audited our financial statements as of and for
the year ended  December 31, 2005.  The decision to dismiss VC-S was approved by
our Board of Directors  because  VC-S was not  registered  with the U.S.  Public
Company Accounting Oversight Board.

         The VC-S reports on our  financial  statements  for the past two fiscal
years did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty,  audit scope or accounting  principles.
During the two most recent fiscal years and the subsequent  interim periods,  we
had no  disagreements  with  VC-S on any  matter  of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure which,
if not  resolved  to the  satisfaction  of VC-S,  would have caused VC-S to make
reference to the matter in its report.  In addition,  during  VC-S's  engagement
with us and in the subsequent  interim  period through March 31, 2006,  VC-S did
not  advise  us:  (a) that the  internal  controls  necessary  for us to develop
reliable  financial  statements do not exist;  (b) that  information has come to
VC-S'  attention  that had led it to no longer  be able to rely on  management's
representations,  or that had made  VC-S  unwilling  to be  associated  with the
financial  statements  prepared  by  management,  (c)  of  the  need  to  expand
significantly  the scope of VC-S'  audit;  or (d) that  information  had come to
VC-S' attention that if further  investigated  (i) might  materially  impact the
fairness  or  reliability  of either a  previously  issued  audit  report or the
underlying  financial  statements  or the financial  statements  issued or to be
issued covering the fiscal periods  subsequent to the date of the most financial
statements covered by an audit report (including information that may prevent it
from rendering an  unqualified  audit report on those  financial  statements) or
(ii) might cause VC-S to be unwilling to rely on management's representations or
to be associated  with our  financial  statements,  or that for any reason,  the
issue has not been  resolved to VC-S'  satisfaction  prior to its  engagement to
resign from its engagement with the Company.

ENGAGEMENT AND SUBSEQUENT RESIGNATION OF CONSTANTIN REVISEURS D'ENTERPRISES SPRL
CIVILE

         On April 5, 2006, we engaged  Constantin  Reviseurs  d'Enterprises SPRL
Civile  ("CRE")  as our new  independent  auditors  to  re-audit  our  financial
statements for 2005 and 2004 and to audit 2006.

         On February  14,  2007,  CRE  resigned,  citing its lack of  sufficient
knowledge and experience  with the US GAAP, CRE stated that it would not be able
to perform the 2006 audit of our consolidated  financial  statements and thereby
resigned. \

         During this time period, we had no disagreements with CRE on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure  which, if not resolved to the  satisfaction of CRE,
would have caused it to make reference to the matter in its report.

                  In  addition,  during  its  engagement  with  us  and  in  the
subsequent  interim  period  through March 31, 2007,  CRE did not advise us: (a)
that the  internal  controls  necessary  for us to  develop  reliable  financial
statements do not exist; (b) that information has come to its attention that had
led it to no longer be able to rely on management's representations, or that had
made CRE unwilling to be associated with the financial  statements  prepared us,
(c) of the need to expand  significantly  the scope of CRE's audit;  or (d) that
information  had come to its attention  that if further  investigated  (i) might
materially  impact the fairness or  reliability  of either a  previously  issued
audit report or the underlying  financial statements or the financial statements
issued or to be issued covering the fiscal periods subsequent to the date of the
most financial statements covered by an audit report (including information that
may prevent it from  rendering an  unqualified  audit report on those  financial
statements)  or (ii) might  cause CRE to be  unwilling  to rely on  management's
representations or to be associated with the Company's financial statements,  or
that for any reason, the issue has not been resolved to CRE's satisfaction prior
to its engagement to resign from its engagement with us.

                                       41
<PAGE>

ENGAGEMENT OF MALONE & BAILEY, PC

         On March 8,  2007,  we  engaged  Malone & Bailey,  PC ("MB") as our new
independent  registered public accounting firm to audit our financial statements
for 2006 and 2005. Our Audit Committee of the Board of Directors participated in
and approved the decision to engage MB.

         During the two most recent fiscal  years,  and the  subsequent  interim
period  prior to engaging MB,  neither we nor anyone on our behalf  consulted MB
regarding the  application of accounting  principles to a specific  transaction,
either  completed  or  proposed,  or the type of  audit  opinion  that  might be
rendered on our financial statements, and no written or oral advice was provided
by MB that  was a factor  considered  by us in  reaching  a  decision  as to the
accounting,  auditing  or  financial  reporting  issues  as set  forth  in  Item
304(a)(2)(i) and (ii) of Regulation S-B.

         MB conducted  audits of the  Registrant  Tally Ho Ventures prior to its
reverse merger with us in 2005.  These audits were from the Company's  inception
through  December  31,  2003.  MB's reports in  connection  with such  financial
statements did not contain an adverse  opinion or disclaimer of opinion,  or was
modified as to uncertainty,  audit scope, or accounting principles. In addition,
during such prior  engagement,  there were no disagreements  with MB, whether or
not  resolved,  on any matter of accounting  principles or practices,  financial
statement disclosure, or auditing scope or procedure,  which, if not resolved to
MB's satisfaction,  would have caused it to make reference to the subject matter
of the disagreement(s) in connection with its report.


ITEM 8A. CONTROLS AND PROCEDURES

         As of the end of the period  covered by this Annual  Report,  our Chief
Executive  Officer and Chief  Financial  Officer  conducted  evaluations  of our
disclosure   controls  and  procedures.   The  term  "disclosure   controls  and
procedures"  refers to  controls  and  other  procedures  of an issuer  that are
designed to ensure that  information  required to be  disclosed by the issuer in
the  reports  that it files or  submits  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported,  within the time periods  specified in the
SEC's rules and forms.  Disclosure  controls  and  procedures  include,  without
limitation, controls and procedures designed to ensure that information required
to be disclosed  by an issuer in the reports that it files or submits  under the
Exchange  Act  is  accumulated  and  communicated  to the  issuer's  management,
including the Certifying Officers,  to allow timely decisions regarding required
disclosure. Based on this evaluation, the Certifying Officers concluded that our
disclosure  controls and  procedures  were not effective to ensure that material
information is recorded, processed, summarized and reported by our management on
a timely  basis in order to comply  with our  disclosure  obligations  under the
Exchange Act, and the rules and regulations promulgated thereunder.

         Our  only  significant  weaknesses  is our  lack  of  familiarity  with
differences in European and U.S. accounting rules and disclosures,  specifically
in the areas of reverse merger (Tally Ho) discontinued  operations  (Belgravia),
derivatives  and purchase  method  accounting  (Master  Finance and Master Trust
acquisitions.  We are attempting to upgrade our  understanding  and knowledge in
this area.

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

                                       42
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
        PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The following table sets forth the names, ages of the current directors
and executive officers of the Company,  the principal offices and positions with
the Company held by each person as of December 31, 2006. The executive  officers
of the  Company are  appointed  by the Board of  Directors.  The  directors  and
executive officers serve terms as per their agreements with the Company or until
their death, resignation or removal by the Board of Directors.  Unless described
below,  there  are no  family  relationships  among  any of  the  directors  and
officers.

NAME              AGE POSITION
Nigel Gregg       35  Chairman of the Board, President, Chief Executive Officer
Jose Meleth       39  Chief Financial Officer, Secretary, Director

         Our  directors  are  elected  to hold  office  until  the  next  annual
shareholder meeting and until their respective  successors have been elected and
qualified.  Our officers  serve at the pleasure of the Board of Directors  until
their resignation, termination or death. There are no family relationships among
any of our executive officers or directors.

         Set forth below are  descriptions  of the  backgrounds of our executive
officers and directors and their principal occupations for the past five years:

         NIGEL GREGG was appointed as the Chief Executive  Officer and President
of the Company effective July 1, 2006. Mr. Gregg has over 15 years experience in
the financial  services  industry.  He started as a trainee accountant for KPMG,
Dublin,  Ireland,  and in five  years  he  became  a fully  qualified  Certified
Accountant.  In 1995,  he joined as  financial  controller  with  Quality  Goods
International,  a large distribution company based in Dublin. In 1999, Mr. Gregg
joined Prudential International, as an accountant. In 2001, he moved departments
within  Prudential  International;  and  joined the newly  formed  international
division of Prudential  International  to promote product sales in Europe.  From
2002, Mr. Gregg held the position of  International  Sales Manager of Prudential
until he left the said  position to join Tally Ho Ventures,  Inc on April 1 2006
as the Chief Operating Officer.

         JOSE  MELETH  was  appointed  as a  Vice  President,  Treasurer,  Chief
Financial Officer, Secretary and a director of the Company immediately after the
reverse merger has been completed on 11 May, 2005. From 1995 to 1998, Mr. Meleth
served as auditor and legal  counsel to the Ministry of Finance,  Government  of
India. He has participated in the  investigations  for the Bombay Stock Exchange
Securities  Division and acted as auditor in numerous  securities  transactions.
Mr. Meleth joined Intervest  Limited in 1998 as chief accountant and advanced to
the post of Chief Financial  Officer and Finance Director in 2000. Mr. Meleth is
a  member  of the  International  Bar  Association,  London,  the  Institute  of
Directors, London, the Chartered Insurance Institute, London; the Association of
International  Accountants,  London; and the Institute of Financial Consultants,
USA. Mr. Meleth  received his  Bachelor's  degree in Commerce in 1987,  Master's
Degree  in  Commerce  in 1989 and  Bachelor's  Degree  in Law in 1991,  all from
Mahatma Gandhi University, in India. He received his Master's Degree in Law from
Bombay  University  in 1997.  Mr. Meleth is a qualified  accountant.  Mr. Meleth
served as the finance director of Belgravia  Intervest Group Limited from August
1998 to May 2005.  From May 2005  until now Mr.  Meleth is  serving as the Chief
Financial Officer, Company Secretary and a Director of Tally Ho Ventures, Inc.

                                       43
<PAGE>

         None of the  directors  or  officers  of the  Company  are  holding any
positions in other reporting companies.

         To the knowledge of the management,  there are no material  proceedings
to which any director,  executive officer or affiliate of the company, any owner
of record or  beneficially  of more  than  five  percent  of any class of voting
securities  of the  Company  or any  associate  of any such  director,  officer,
affiliate or security holder is a party adverse to the company or has a material
interest adverse to the Company or any of its subsidiaries.

         To the  best  of our  knowledge,  no  director,  executive  officer  or
affiliate  of the  Company,  owner of record or  beneficially  of more than five
percent of any class of our voting securities has, to our knowledge,  during the
last five  years:  (1) been  convicted  of any  criminal  proceeding  (excluding
traffic  violations  or  similar  misdemeanors);  or (2) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such  proceeding  was or is subject to a  judgment,  decree or final
order  enjoining  future  violations of, or prohibiting or mandating  activities
subject to, U.S. federal or state securities laws or finding any violations with
respect to such laws.

BOARD MEETINGS

         The Board consists of two members, Messrs. Gregg and Meleth. During the
fiscal year ended  December  31, 2006,  the Board of Directors  met 18 times and
took written action by consent in lieu of a meeting on numerous other occasions.
During the 2006 fiscal year, all Board members attended 95% or more of the Board
meetings

         Currently, there are no there are no committees of the Board. Also, the
Company does not have an audit committee financial expert. The Company's current
business operations  commenced after the  recapitalization in the year 2005. The
Board intends to constitute  several standing  committees,  including a standing
Audit Committee with an audit committee financial expert in the near future.

DIRECTOR INDEPENDENCE

         Currently,   there  are  no  independent  directors  on  our  Board  of
Directors.  Though we anticipate that the current Board vacancies will be filled
with independent  directors,  we cannot provide any assurance as to when it will
occur.

CODE OF ETHICS

         We have  adopted a Code of Ethics  within the meaning of Item 406(b) of
Regulation  S-B under the  Securities  Act.  The Code  applies to our  principal
executive officer,  principal financial officer, principal accounting officer or
controller,  and persons  performing  similar  functions.  A copy of the Code is
filed as an exhibit to this Annual Report.  Upon written  request,  we will mail
you a free copy of our Code.  Please  mail your  request to the  Company's  main
offices, to the attention of Jose Meleth, CFO.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's  directors,  executive  officers and persons who own more
than 10% of a registered class of the Company's  equity  securities to file with
the SEC initial  reports of  ownership  and reports of changes in  ownership  of
common stock and other equity securities of the Company. Officers, directors and
greater than 10%  shareholders  are required by SEC  regulations  to furnish the
Company with copies of all Section 16(a) forms they file.

                                       44
<PAGE>

         Based  solely  upon a review  of Forms 3 and  Forms 4  furnished  to us
pursuant to Rule 16a-3  under the  Exchange  Act during our most  recent  fiscal
year,  and Forms 5 with respect to our most recent  fiscal year, we believe that
all such  forms were  timely  filed by the  executive  officers,  directors  and
security holders required to file same during the fiscal year ended December 31,
2006,  except  as  follows:  Nigel  Gregg  and  Jose  Meleth,  our CEO and  CFO,
respectively,   failed  to  file  their  Forms  3  following  their   respective
appointments  as executive  officers and  directors of the Company.  The Company
will  endevour to effect such  filing as soon as  possible  in  compliance  with
Section 16(a) reporting requirements.

ITEM 10.          EXECUTIVE COMPENSATION

         The  following  table  sets  forth  information  regarding  annual  and
long-term compensation with respect to the fiscal years ended December 31, 2006,
paid or accrued by the Company to or on behalf of those persons who were, during
the fiscal year ended December 31, 2006, the Company's Chief  Executive  Officer
and the Company's most highly compensated  executive officers serving as such as
of December 31, 2006 whose  compensation  was in excess of $100,000  (the "Named
Executive Officers:)

                                       45
<PAGE>

<TABLE>
<CAPTION>



                           SUMMARY COMPENSATION TABLE

NAME AND                            YEAR    SALARY($)        BONUS($)        ALL OTHER          TOTAL($)(2)
PRINCIPAL POSITION                                                           COMPENSATION($)

<S>                                <C>     <C>               <C>               <C>               <C>
Peter Smith (1)                     2006    $131,016          $0.00             $0.00             $131,016
Emmanuel Wolf, (2)                  2006    $400,000          $0.00             $0.00            $400,000
Jose Meleth, CFO (4)                2006    $175,000          $0.00             $0.00            $175,000
Nigel Gregg, CEO (4)                2006    $175,000          $0.00             $0.00            $175,000
</TABLE>

(1) Peter  Smith  resigned  as  President  and a director  of the  Company as of
October 19,  2006.  Until  December 31,  2006,  Mr. Smith  remained a non-voting
advisor  to the  Board to help the  Company  and the  Board  to  facilitate  the
transition.

(2)  Emmanuel  Wolf is the CEO of Master  Finance  Holdings SA,  Master  Finance
Europe & Master Finance  Belgium SA and his  remuneration  package id defined as
per the share  purchase  agreement  and  reorganization  agreements  executed in
relation to the acquisition of these subsidiaries.

(3) The  Company  did not pay  additional  amounts  to any of its  directors  or
executive  officers.

(4) The annual  salary for each  individual  director  was  $300,000  per annum.
However the directors have waived part of their salary and the actual  effective
amounts expensed as directors' salary are as above.

(5) None of the directors or executives availed any allowances.

OUTSTANDING  EQUITY  AWARDS AT END OF OUR 2006  FISCAL  YEAR;  OPTION  AND STOCK
APPRECIATION  RIGHT GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 2006;  STOCK OPTION
AND STOCK APPRECIATION RIGHT EXERCISES AND HOLDINGS

         The  Company  has no  established  equity  compensation  plans  for the
issuance of common stock as payment for employees, consultants or other parties.
In the future,  the Company  most likely will  establish  some type of an equity
compensation plan to provide incentive to current or future employees and others
material to the Company's business.

COMPENSATION OF DIRECTORS

         The Company had no  non-employee  directors  on its Board of  Directors
during our 2006 fiscal  year.  The current  employee  directors  on the Board of
Directors do not receive any cash  compensation for their services on the Board.
We  reimburse  our  directors  for all  reasonable  expenses  related  to  their
attending board and committee meetings.

EMPLOYMENT  CONTRACTS  AND  TERMINATION  OF  EMPLOYMENT  AND   CHANGE-IN-CONTROL
ARRANGEMENTS

         We have  negotiated  the terms of written  employment  agreements  with
Nigel Gregg, our Chief Executive  Officer,  and Jose Meleth, our Chief Financial
Officer in the beginning of 2007.  The employment  agreements for Messrs.  Gregg
and Meleth are  virtually  identical  except for the  positions  held within the
Company.  The material  terms and  provisions of both  agreements are summarized
below:

         Each  of  the  five-year   agreements  will  automatically  extend  for
additional  periods of two years unless either party elects to terminate upon 90
days' prior written notice.  The base salary is set at $330,000 per year payable
in equal monthly installments subject to certain annual increases to be approved
by the  Compensation  Committee of the Board.  The  employment  agreements  also
provide for certain additional compensation, including (but not limited to):

                                       46
<PAGE>
         o        an annual  bonus of up to 2.5% of net profits  (calculated  as
                  set forth in the  agreement)  of the  company  paid in cash or
                  equity of the company
         o        200,000 shares of our common stock upon the employee's joining
                  the company
         o        the company provides an automobile for the use of the employee
                  not to exceed a lease payment of US$1,000 per month as well as
                  certain incidental related expenses
         o        in the event the company  terminates  the employee at any time
                  during the initial term of this  employment  for reasons other
                  than  for  Cause  (as  specified  in  Clause  IX  (a)  of  the
                  agreement),  the employee will be entitled for a  consolidated
                  compensation in cash of 200% of the full  remuneration for the
                  rest of the initial term less any perquisites,  allowances and
                  future bonuses that he might have been eligible
         o        in the event the company  terminates  the  employee  after the
                  initial  term of the  employment,  but before it is renewed by
                  giving  notice for  non-renewal  of the contract of employment
                  which is otherwise  automatically  renewable for a term of two
                  years,  the  employee  will  be  eligible  for a  consolidated
                  compensation  of one full  year's  salary as on the day of the
                  termination  and will  continue  to be  eligible  for the 2.5%
                  bonus as if he was  continued in the  employment  for the full
                  renewed term.
         o        certain  additional  payments  in the  event  of a  change  in
                  control  of our  company  or in the  event  the  agreement  is
                  terminated by us without cause, for good reason or for certain
                  additional enumerated reasons.

          The    employment    agreements    also    contain    non-competition,
confidentiality,  indemnification  and other terms and provisions  customary for
agreements of this nature.  The foregoing is a summary  description of the terms
of the employment agreements and by its nature is incomplete. It is qualified in
the entirety by these agreements,  copies of which are filed as exhibits to this
Annual Report.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED SHAREHOLDER MATTERS

         The  following  table  sets  forth,  as of May 15,  2007,  to  disclose
information with respect to the Company's equity owned on record beneficially by
(i) each  Officer  and  Director  of the  Company;  (ii)  each  person  who owns
beneficially  more than 5% of each  class of the  Company's  outstanding  equity
securities; and (iii) all Directors and Executive Officers as a group.


<TABLE>
<CAPTION>
TITLE OF                   NAME AND ADDRESS OF                AMOUNT AND NATURE OF      PERCENT
CLASS                      BENEFICIAL OWNER                   BENEFICIAL OWNERSHIP      OF CLASS (*)

<S>                        <C>                                   <C>                       <C>
Common                     Jose Meleth                                   200,000        (Less than 1%)
                           115 route d'Arlon,
                           L-8311 Capellen, Luxembourg

Common                     Nigel Gregg                                 -                         -
                           12 Mountainview Road
                           Ranelagh
                           Dublin 6
                           Ireland

Common                     Peter Ellery                                1,876,745                 8.62%
                           P O Box 589
                           Marbella, Spain

Common                     Peter Smith                                 1,876,745                 8.62%
                           P O Box 589
                           Marbella, Spain

Common                     Protrust Financial                          1,500,000                 6.89%
                           Services Group SA
                           115 route d'Arlon,
                           L-8311 Capellen, Luxembourg

Common                     All Officers and Directors                    200,000             (Less than 1%)
(as a group of 2 persons)
</TABLE>

* Based on 21,782,582 shares outstanding as of May 17, 2007.

                                       47
<PAGE>

         Unless  otherwise  stated  below,  each such person has sole voting and
investment  power with  respect to all such  shares  and,  under Rule  13d-3(d),
shares  not  outstanding  which are  subject  to  options,  warrants,  rights or
conversion privileges  exercisable within 60 days are deemed outstanding for the
purpose of calculating the number and percentage  owned by such person,  but are
not deemed  outstanding for the purpose of calculating  the percentage  owned by
each other person listed.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         The  Company  has no  established  equity  compensation  plans  for the
issuance of common stock as payment for employees, consultants or other parties.
The Company has utilized its common stock for equity  compensation  from time to
time on a  transactional  basis.  In the future,  the  Company  most likely will
establish  some type of an equity  compensation  plan to  provide  incentive  to
current or future employees and others material to the Company's business.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None.

ITEM 13. EXHIBITS
<TABLE>
<CAPTION>

EXHIBIT
  NO.     TITLE

<S>       <C>
3.1       Articles of Incorporation*
3.2       Bylaws*
10.1      Franchise Agreement with Affinity Trust S. A dated December 15, 2005**
10.2      Heads Agreement with ProTrust Private Clients S.A. dated November 29, 2005**
10.3      Agreement for Secured Loan and Share Option with the Winterman Group Limited dated
          November 19, 2005**
10.4      Protrust Sale and Purchase Agreement dated August 4, 2006. ***
10.5      Master Finance Re-organization agreement dated September 6, 2006
10.6      Mercatus Securities Purchase Agreement dated October 13, 2006. *+
10.7      Master Trust SA Re-organization agreement dated 14 November, 2006
10.8      Employment Agreement with Nigel Gregg dated January 1, 2007
10.9      Employment Agreement with Jose Meleth dated January 1, 2007
14        Code of ethics
21.1      List of Subsidiaries
31.1      CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2      CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1      CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2      CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

----------------

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

 **       Incorporated  by reference to our Form 10-KSB/A filed on April
          20, 2006. File No. 000- 50873.

 ***      Incorporated  by reference from the Current Report on Form 8-K
          filed with the SEC on August 16, 2006.

 *+       Incorporated  by reference from the Current Report on Form 8-K
          filed with the SEC on October 23, 2007.

</TABLE>

                                       48
<PAGE>



                                   SIGNATURES

         In  accordance  with  Section  13 or  15(d)  of the  Exchange  Act  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereto duly authorized.

TALLY-HO VENTURES, INC.

By: /s/ Nigel Gregg
------------------------------
Nigel M. Gregg
Chief Executive Officer, Chairman of the Board
Dated: May 18, 2007

In  accordance  with the Exchange  Act, this report has been signed below by the
following persons on behalf of the Company and in the capacities and on the date
as indicated.

By: /s/ Jose M. Meleth
--------------------------------
Jose M. Meleth
Chief Financial Officer, Director
Dated: May 18, 2007