# CODE OF ETHICS for Tally-Ho Ventures,
Inc.,a Delaware corporation

Because Tally Ho currently has its equity shares publicly traded, senior financial officers of
Tally-Ho Ventures, Inc. are held to an especially high set of ethical standards, which are further described below.
Senior financial officers of Tally Ho will not commit acts contrary to these standards of ethical conduct nor shall they
condone the commission of such acts by others within the Tally Ho organization.

Because Tally Ho is currently
applying to have its equity shares publicly traded, senior financial officers of Tally-Ho
Ventures, Inc. are held to an especially high set of ethical standards, which are further
described below. Senior financial officers of Tally Ho will not commit acts contrary to
these standards of ethical conduct nor shall they condone the commission of such acts by
others within the Tally Ho organization.

# General Standards of
Ethical Behavior

The principal executive officer,
principal financial officer, controller and all other personnel will:

· Conduct their
personal and professional affairs in a way that avoids both real and apparent conflicts of
interest between their interests and the interests of the Company.

· Refrain from engaging
in any activity that would compromise their professional ethics or otherwise prejudice
their ability to carry out their duties to the Company.

· Communicate to
executive management of the Company and to accountants engaged in financial audits of the
Company, all relevant unfavorable as well as favorable information and professional
judgements or opinions.

· Ensure that any and
all dealings with regulatory agencies, federal, state and local authorities, and all
unions with which Tally Ho does business, including, but not limited to, the Screen Actors
Guild, Directors Guild of America, Writers Guild of America and the International Alliance
of Theatrical Stage Employees, are conducted with the highest integrity and thorough
understanding of each of their respective requirements.

· Encourage open
communication and full disclosure of financial information by providing a well understood
process under which Management is kept informed of financial information of importance,
including any departures from sound policy, practice, and accounting norms.

· Ensure that all
relevant staff members understand the Companys open communication and full
disclosure standards and processes.

· Refrain from
disclosing confidential information acquired in the course of their work except where
authorized, unless legally obligated to do so, and, where applicable, as per the terms of
any employment contract.

· Inform subordinates,
as appropriate, regarding the confidentiality of information acquired in the course of
their work and monitor, as needed, to ensure that subordinates maintain that
confidentiality.

· Refrain from using or
appearing to use confidential information acquired in the course of their work for
unethical or illegal advantage, either personally or indirectly through others.

# Standards Regarding
Financial Records and Reporting

The principal financial officer and
controller will:

· Establish appropriate
systems and procedures to ensure that business transactions are recorded on the
Companys books in accordance with Generally Accepted Accounting Principals,
established company policy, and appropriate regulatory pronouncements and guidelines.

· Establish appropriate
policies and procedures for the protection and retention of accounting records and
information as required by applicable law, regulation, or regulatory guidelines.

· Establish and
administer financial accounting controls that are appropriate to ensure the integrity of
the financial reporting process and the availability of timely, relevant information for
the safe, sound, and profitable operation of the Company.

· Completely disclose
all relevant information reasonably expected to be needed by the Companys regulatory
examiners and internal and external auditors for the full, complete, and successful
discharge of their duties and responsibilities.

518 OAK STREET #2 *
GLENDALE, CALIFORNIA 91204 www.tallyhoventures.com * info@tallyhoventures.com (818) 550-7886