**SECURITIES
      AND EXCHANGE COMMISSION**




WASHINGTON,
      D.C. 20549




**FORM
      10-KSB/A**




**Amendment
      1**




**[X]
      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF**




**1934
      FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005.**




**[
      ] 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.
                Employerof
                incorporation)
            Identification
                No.)







115
      route
      d'Arlon, L-8311 Capellen, Luxembourg




(Address
      of principal executive offices)




**ISSUER'S
      TELEPHONE NUMBER, INCLUDING AREA CODE 011-9714-319-7451**




Securities
      registered under Section 12(g) of the Exchange Act: Common Stock with par value
      of $0.10




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. [X]




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. $1,226,241.52




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked prices of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act.)




As
      of
      April 1, 2006: 4,697,134 outstanding shares of Common Stock - @ Bid of $3.25
      =
      $15,265685.50 - @ Ask of $3.30 = $15,500,542.20




State
      the
      number of shares outstanding of each of the Issuer’s classes of common equity,
      as of the latest practicable date.




As
      of
      April 15, 2006, there were: 8,000,715 outstanding shares of Common Stock. No
      other class of equity exists.




**TRANSITIONAL
      SMALL BUSINESS DISCLOSURE FORMAT (Check one):** Yes
      [ ]
      No [X]







**EXPLANATORY
      NOTE**




This
      Amendment Number 1 to the Annual Report of Tally Ho Ventures, Inc. on Form
      10-KSB is being filed primarily to incorporate financil statements audited
      by an
      auditor registered with the Public Company Accounting Oversight Board. We have
      also made certain changes to make the document compliant with current
      instructions of the Securities and Exchange Commission for reports on Form
      10-KSB.










TABLE
      OF
      CONTENTS





PART
                IItem
                1
            Description
                of Business
            1Item
                2
            Description
                of Property
            4Item
                3
            Legal
                Proceedings
            4Item
                4
            Submission
                of Matters to a Vote of Security Holders
            4PART
                IIItem
                5
            Market
                for Common Equity and Related Stockholder Matters
            4Item
                6
            Management's
                Discussion and Analysis or Plan of Operations
            5Item
                7
            Financial
                Statements
            13Item
                8
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            24Item
                8A
            Controls
                and Procedures
            24Item
                8B
            Other
                Information
            24PART
                IIIItem
                9
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act
            25Item
                10
            Executive
                Compensation
            26Item
                11
            Security
                Ownership of Certain Beneficial Owners and Management
            26Item
                12
            Certain
                Relationships and Related Transactions.
            26Item
                13
            Exhibits
            27Item
                14
            Principal
                Accountant Fees and Services
            27Signatures
            28








**PART
      I**




This
      Annual Report includes forward-looking statements within the meaning of the
      Securities Exchange Act of 1934 (the "Exchange Act"). These statements are
      based
      on management's beliefs and assumptions, and on information currently available
      to management. Forward-looking statements include the information concerning
      possible or assumed future results of operations of the Company set forth under
      the heading "Management's Discussion and Analysis of Financial Condition or
      Plan
      of Operation." Forward-looking statements also include statements in which
      words
      such as "expect," "anticipate," "intend," "plan," "believe," "estimate,"
      "consider" or similar expressions are used.




Forward-looking
      statements are not guarantees of future performance. They involve risks,
      uncertainties and assumptions. The Company's future results and shareholder
      values may differ materially from those expressed in these forward-looking
      statements. Readers are cautioned not to put undue reliance on any
      forward-looking statements.




**ITEM
      1: DESCRIPTION OF BUSINESS**




Tally-Ho
      Ventures ("the Company") was incorporated as a Delaware corporation on November
      4, 2002.




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




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




Belgravia
      was formed by the September 2002 merger of Belgravia Group International and
      The
      Intervest Group. Belgravia Group International had been formed by our President,
      Mr. Peter Smith, in 1994 as he moved from the London Stock Exchange into
      offshore financial services. The Intervest Group was formed in 1995 by the
      combination of Lazard Holdings (Bahamas) and Arabian Brokers International
      (Saudi Arabia), resulting in a multinational business group with operations
      in
      15 countries across Europe, Asia and Africa. Initially, The Intervest Group
      limited its operations to providing taxation and investment advice to
      expatriates in the Middle East. Although the geographical scope and the scope
      of
      services provided by the combined Belgravia Intervest Group Limited have greatly
      expanded, the focus on providing services to expatriates has
      remained.









1







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




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




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




o
      A track
      record of growing revenues and profits, and clearly identifiable
      brand.




o
      A
      Business Proposition that is visionary but pragmatic, and supported by a clear,
      well-articulated business plan, and financial forecasts;




o
      A
      business that has a compelling and believable story, with the people, systems
      and processes to back up that story;




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




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









2







By
      early
      2005, Belgravia Intervest Group Limited had made good to excellent progress
      against the first three of these measures. In particular, it built the
      distribution capability and can demonstrate a clear track record of growth
      in
      revenues and profits. The initial business plan targets have been met despite
      the business facing some very challenging decisions and difficult trading
      conditions, such as the Gulf War and weak equity markets. Belgravia has begun
      to
      target recurring income on funds under management. (Source:
      Merrill Lynch, Cap Gemini and Ernst & Young). This represents a significant
      market, growing market for the wealth management industry and Belgravia is
      well
      placed to service this growing market.




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




Belgravia's
      channel then held financial advisory licenses in Belgium, Holland, Kuwait,
      Oman,
      Azerbaijan, China, Japan, Luxembourg, (Cyprus, Bahrain, Malaysia, Singapore,
      Kenya and Uganda to follow). The Company has compliance structures (including
      compliance managers) in place in each territory, although these standards are
      being constantly raised.




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




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




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




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 MFE are done so on an exclusive basis in the regions
      in
      which they operate, i.e. there are no other providers of the same products
      in
      these regions.




The
      original model for the company was developed in 1980 selling American mutual
      funds and American Canadian real estate investments. The business grew
      successfully over this period and was incorporated in its current model by
      the
      purchase of Merchant Capital S.A. After various capital restructures it became
      Master Finance.




In
      1991
      the Company diversified its products base into offering with profit investment
      funds from high profile providers and sales peaked in the year 2001 at
      (euro)231M in total sales.




Sales
      declined in 2001 and 2002 mainly due to the sale of the German arm of the
      business to Clerical Medical. However, a general downturn in the stock market,
      and the consequential low bonus payments within the funds, caused sales to
      slow
      to (euro)69M in 2002. Sales were further impacted with the closure of a Clerical
      and Medical fund and a foray into leverage fund products. These leverage funds
      were susceptible, in the market downturn, to frequent margin calls which had
      a
      negative effect on credibility with clients. In order to avoid further problems
      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 to offer a with profits based fund on an exclusive basis and, with
      the upturn in the stock market, sales began to recover and since 2003 sales
      have
      improved by 20% year on year.




The
      Company operates on an "initial commission" basis because of the nature of
      the
      products that are sold. No monthly payment products exist, although there is
      a
      development in the pensions and the mortgage area being developed presently.
      With initial commission the Company is not susceptible to any claw back
      commissions. There are a small amount of renewal commissions amounting to
      (euro)150,000 per annum.









3







Profitability
      grew steadily through the nineties peaking in 2001 where after it was impacted
      by the factors outlined earlier in this document. Once again, however, the
      company's profitability is increasing inline with top line sales.




The
      Company had a geographically diverse shareholding which, the management felt,
      was over complicated and required restructuring prior to a sale. This has be
      achieved by a new vehicle being formed called Master Finance Europe. This
      vehicle has purchased all the outstanding shares and the business of Master
      Finance S.A, leaving behind a certain amount of cash and ring fencing the
      ongoing situation with the leverage funds.




**ITEM
      2: DESCRIPTION OF PROPERTY**




The
      Company has a leased office space through HQ Office Center at 410 Park Avenue,
      15th floor, New York, New York, 10022 and at it's primary office address in
      Luxembourg. The Company does not own any real estate or any other significant
      property




**ITEM
      3: LEGAL PROCEEDINGS**




None.




In
      the
      ordinary course of business, the Company is from time to time involved in
      various pending or threatened legal actions. The litigation process is
      inherently uncertain and it is possible that the resolution of such matters
      might have a material adverse effect upon the financial condition and/or results
      of operations of the Company. However, in the opinion of the Company's
      management, matters currently pending or threatened against the Company are
      not
      expected to have a material adverse effect on the financial position or results
      of operations of the Company.




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




No
      matters were submitted to a vote of the Company's security holders during the
      fourth quarter of our fiscal year ended December 31, 2005.




**PART
      II**




**ITEM
      5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**




The
      Company's common stock began trading on the OTC Bulletin Board on May 23rd
      2005,
      and currently trades there under the symbol TLYH.OB. The average 10 day volume
      as of March 30, 2006 was 16,916 shares traded per day. The shares should not
      be
      deemed to constitute an established public trading market. There is no assurance
      that there will be liquidity in the common stock.




The
      Company currently has thirteen Market Makers, they are:




NITE-
      Knight Equity, UBSS-UBS Securities, TASL-Tradition Asiel, HILL-Hill Thompson,
      PERT-Pershing, HDSN-Hudson Securities, PENA-Pennaluna Securities, VFIN- V
      Finance Investments, TLIB-Tullett Liberty, SACM-Sterne Agee, STG-Secure Trading
      Group, ABLE-Natexis Bleichroeder, and ARCA-Archipelago Trading.




Below
      is
      a table indicating the range of high and low transaction prices for the common
      stock since our stock began trading. The information reflects inter-dealer
      prices, without retail, markup, markdown or commission and may not represent
      actual transactions.





BID
                PRICE
            BID
                PRICEPERIOD
            HIGH
            LOWFiscal
                Year 2005(January
                1, 2004 to December 31, 2005)
            $
                8.50
            $
                3.00Fiscal
                Year 2006(January
                1, 2006 to March 21, 2006)
            $
                4.00
            $
                1.50







**HOLDERS**




As
      of
      December 31, 2005 there were approximately 256 holders of record of the common
      stock.









4







**DIVIDEND
      POLICY**




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.




**RECENT
      SALES OF UNREGISTERED SECURITIES**




There
      have been no issuances of unregistered securities during the last quarter of
      the
      fiscal year.




**ITEM
      6: MANAGEMENT'S DISCUSSION AND ANALYSIS**




1.
      CAUTION REGARDING FORWARD-LOOKING INFORMATION




Certain
      statements contained in this annual filing, including, without limitation,
      statements containing the words "believes", "anticipates", "expects" and words
      of similar import, constitute forward-looking statements. Such forward-looking
      statements involve known and unknown risks, uncertainties and other factors
      that
      may cause the actual results, performance or achievements of the Company, or
      industry results, to be materially different from any future results,
      performance or achievements expressed or implied by such forward-looking
      statements.




Such
      factors include, among others, the following: international, national and local
      general economic and market conditions; demographic changes; the ability of
      the
      Company to sustain, manage or forecast its growth; the ability of the Company
      to
      successfully make and integrate acquisitions; raw material costs and
      availability; new product development and introduction; existing government
      regulations and changes in, or the failure to comply with, government
      regulations; adverse publicity; competition; the loss of significant customers
      or suppliers; fluctuations and difficulty in forecasting operating results;
      changes in business strategy or development plans; business disruptions; the
      ability to attract and retain qualified personnel; the ability to protect
      technology; and other factors referenced in this and previous
      filings.




The
      Company is focused on building a revenue stream from acquisition of existing
      companies operating profitably or acquisition of existing companies operating
      at
      a loss, but with ample business opportunities to run them
      profitably.




This
      report contains forward-looking statements within the meaning of Section 27A
      of
      the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
      1934. These statements relate to future events or the Company's future financial
      performance. The Company intends the forward-looking statements throughout
      this
      quarterly report and the information incorporated by reference to be covered
      by
      the safe harbor provisions for forward-looking statements. All projections
      and
      statements regarding the Company's expected financial position and operating
      results, its business strategy, its financing plans and the outcome of any
      contingencies are forward-looking statements. These statements can sometimes
      be
      identified by the use of forward-looking words such as may, believe, plan,
      will,
      anticipate, estimate, expect, intend, and other words and phrases of similar
      meaning. Known and unknown risks, uncertainties and other factors could cause
      the actual results to differ materially from those contemplated by the
      statements. The forward-looking information is based on information available
      as
      of the date of this report on Form 10-KSB and on numerous assumptions and
      developments that are not within our control. Although the Company believes
      these forward-looking statements are reasonable, the Company cannot assure
      you
      they will turn out to be correct.




3.
      DESCRIPTION OF THE BUSINESS




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




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









5







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




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




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




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




o
      A track
      record of growing revenues and profits, and clearly identifiable
      brand.




o
      A
      Business Proposition that is visionary but pragmatic, and supported by a clear,
      well-articulated business plan, and financial forecasts;




o
      A
      business that has a compelling and believable story, with the people, systems
      and processes to back up that story;




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




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




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




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




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









6







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




**Master
      Finance**




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




The
      Master Finance Europe group is a private wealth management organization focused
      on serving the needs of mid wealth families and individuals in Luxembourg,
      Belgium and France. MFE only markets products through its proprietary sales
      force of 20 people and its network of 200 Insurance Brokers. The products which
      are marketed by MFE are done so on an exclusive basis in the regions in which
      they operate, i.e. there are no other providers of the same products in these
      regions.




The
      original model for the company was developed in 1980 selling American mutual
      funds and American Canadian real estate investments. The business grew
      successfully over this period and was incorporated in its current model by
      the
      purchase of Merchant Capital S.A. After various capital restructures it became
      Master Finance.




In
      1991
      MFE diversified its products base into offering with profit investment funds
      from high profile providers and sales peaked in the year 2001 at (euro) 231M
      in
      total sales.




Sales
      were further impacted with the closure of a Clerical and Medical fund and a
      foray into leverage fund products. These leverage funds were susceptible, in
      the
      market downturn, to frequent margin calls which had a negative effect on
      credibility with clients. In order to avoid further problems MFE renegotiated
      with the provider who changed the bonus structure on the product to a fixed
      return over a period of time and further new sales into this product were
      suspended At this time MFE negotiated with the Prudential to offer a with
      profits based fund on an exclusive basis and, with the upturn in the stock
      market, sales began to recover and since 2003 sales have improved by 20% year
      on
      year.




MFE
      operates on an "initial commission" basis because of the nature of the products
      that are sold. No monthly payment products exist, although there is a
      development in the pensions and the mortgage area being developed presently.
      With initial commission MFE is not susceptible to any claw back commissions.
      There are a small amount of renewal commissions amounting to (euro)150,000
      per
      annum.




MFE
      had a
      geographically diverse shareholding which, the management felt, was over
      complicated and required restructuring prior to a sale. This has be achieved
      by
      a new vehicle being formed called Master Finance Europe. This vehicle has
      purchased all the outstanding shares and the business of Master Finance S.A,
      leaving behind a certain amount of cash and ring fencing the ongoing situation
      with the leverage funds.




**Management
      of Master Finance:**




Emmanuel
      Wolf - Founder, Director




Mr.
      Wolf
      has been involved in the financial services advisory industry since the
      beginning of the seventies. He is responsible for the direction, planning and
      strategy of MFE.




Sabrine
      Wolf, Director




The
      daughter of Mr. Wolf, Sabrine has a Degree in Marketing. Following working
      with
      Master Finance over a number of years for experience, she joined MFE full time
      in 1999 as the person in charge of the marketing department and CRM (Customer
      Relationship Management).




Andre
      Geskens, Sales Manager




Mr.
      Geskens is responsible for the Belgian market. Mr. Geskens has over 30 years
      experience in the sales field. He joined Master Finance in 1996. He is
      responsible for the sales performance of the Belgian Consultants and for
      developing business from the outsourced Insurance Brokers.




David
      Martin, Product Manager




Mr.
      Martin is responsible for the technical management of the products in MFE.
      He
      has extensive knowledge of the products of MFE having provided technical product
      support for 12 years.









7







Staff




There
      is
      7 fully employed staff within MFE, 5 administrations and 2 marketing. The sales
      force consists of 20 consultants who are remunerated on a commission only basis.
      The average age of the consultants is 45 and the average tenure is 10 years.
      This represents a stable sales force. As the sales staff has become older,
      some
      have recruited sons or daughters in order to continue with the client base
      and
      business that has been built by the parent. Although a small recruitment process
      underway, the recruitment situation is more organic then organised as the need
      for further recruitment is minimal.




MFE
      has a
      mature client base of 4000 developed since inception from both direct sales
      and
      through Insurance Brokers. The average investment from direct sales clients
      is
      (euro)150,000; the average from Insurance Brokers clients is




(euro)80,000.
      Current funds introduced into products are (euro)500 M. New business is
      generated by 50% re-investment from clients, 17% referrals and 33% new business.
      Although new business is, of course, important the high level of referrals
      and
      re-investment indicate a stable client base. The client base of each Consultant
      belongs to MFE and not the consultant. There is no arrangement in place, as
      other companies' do, to purchase the client base upon a consultant leaving
      the
      Company.




MFE
      is
      regulated directly in Luxembourg (Commissariat aux Assurances) and Belgium
      (Commission Bancaire, Financier et des Assurances. License No. 62099) and
      operates a passport arrangement as a representative office in
      France.




**ProTrust**




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




ProTrust
      has been subject to regular regulatory inspections by KPMG on behalf of the
      OAD
      - FCT and no regulatory issues have been raised.




ProTrust
      has successfully acted as an interface between UK and Offshore life offices
      and
      independent intermediaries in Italy, Switzerland and the Far East and is
      regarded as one of the founders of leveraged With-Profits business. ProTrust
      has
      managed this type of business successfully for over a decade. Success has come
      through specialization and concentration on a niche product and by providing
      services for investors and distributors.




**Management
      of ProTrust:**




Managing
      Director, Chris Mathew has over 30 years experience in the banking and financial
      services industry. He was Sales and Marketing Director for Clerical and Medical
      and was a main board director of ProTrust Financial Services Group SA, prior
      to
      being appointed as Managing Director of ProTrust.




Luigi
      Piffaretti, Director - Fiduciary, Luigi Piffaretti is an authorized fiduciary
      and has been with ProTrust since 2001 and has over 30 years banking, investment
      and fiduciary experience in Switzerland.




Maurizio
      Cattaneo, Director - Fiduciary Maurizio Cattaneo is an authorized fiduciary
      and
      has been with ProTrust since 2003 and prior to that worked at Raiffaisen and
      UBS. He has over 20 years experience in banking and financial
      services.




Having
      been established for some years in the market the management and support team
      is
      extremely competent and very experienced. ProTrust is very cost effective,
      as it
      is able to manage a large portfolio without the need for large numbers of staff.
      Under the terms of the letter of intent, the operations of ProTrust are expected
      to become an operating subsidiary of Tally-Ho Ventures, with key members of
      the
      ProTrust management team entering into long-term employment contracts.
      Completion of the transaction is subject to final negotiation of a share
      purchase agreement, completion of due diligence and satisfaction of customary
      conditions to closing.




**Key
      Next Steps For the Company:**




o
      Develop
      distribution channel - business model/financial template;




o
      Develop
      all business units to critical mass, financial stability and to `franchise
      model' capability;









8







o
      Continually look at opportunities to acquire or link with other international
      IFAs;




o
      Grow
      manpower and turnover in each distribution channel to critical mass in line
      with
      the defined financial templates;




o
      Develop
      professional alliances with banks, accountants and solicitors in all
      territories;




o
      Develop
      and grow recurring income streams.




o
      Market
      Opportunities; The management see two key areas of market opportunities within
      the current market that provide them with the potential to become the dominant
      brand:




o
      Distribution Opportunity




o
      Client
      Proposition Opportunity




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




o
      The
      market is fragmented, ill disciplined and dominated by one/two man
      IFAs.




o
      The
      market is still largely commission driven although this situation is
      evolving.




o
      Most of
      these small IFAs are focused on cash flow. They lack the financial resources
      and
      expertise to develop their businesses beyond break-even.




o
      Following the closure of Towry Law International in 2004, no IFA group dominates
      the market, most IFA groups disintegrate after a few years usually because
      of
      the short term `lifestyle-management' approach adopted by the principals of
      the
      businesses concerned.




Although
      regulation is poor and inadequate in many territories, the situation is evolving
      rapidly (see `Client Proposition' below). The UK compliance model is being
      introduced in many jurisdictions and international IFAs are concerned by, and
      are largely unprepared for, the consequences and the costs of
      regulation.




Few
      international IFAs have made significant investment into IT support systems
      and
      personnel. This will hamper their ability to survive healthily in the more
      regulated markets.




Without
      adequate funding, marketing support and operating in unregulated environments,
      many IFAs lack the credibility that the group status carries.




There
      is
      growing awareness among product and service providers of the need to align
      themselves only with the good quality, productive IFAs who will emerge as
      winners in this environment.




**RISKS
      AND UNCERTAINTIES:**





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




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









9







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




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




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




**Market
      influences beyond the control of the company could affect our overall
      profitability.**




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




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




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




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




**Changing
      Regulatory Requirements May Affect The Profitability Of Our Business Or Limit
      Our Ability To Conduct Business**




The
      regulatory operating environment for wealth management and financial services
      continues to expand, becoming more regimented and complex. The Company supports
      regulatory changes that enhance the integrity and reputation of our industry
      and
      that protect the interests of our client base. The Company's compliance
      personnel actively participate in the development of new legislation and
      regulation. However, new regulatory requirements may involve changes to the
      way
      we currently conduct our business or may increase the cost and associated
      profitability of our business. The Company believes that its ability to comply
      with all applicable laws and regulations including these emerging changes is
      dependent upon the establishment, implementation









10







and
      maintenance of extensive compliance policies and procedures. The Company has
      a
      team of experienced compliance personnel that works full time on these efforts.
      When the Company completes an acquisition, it is possible that the acquired
      company's compliance standards may have been insufficient or not as developed
      as
      those of the Company. The Company attempts to resolve compliance issues through
      its due diligence review; however, it is possible that its review will not
      identify all possible problems.




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




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




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




**The
      Company Has Assumed Certain Credit Risks**




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




**4.
      REPORT OF INDEPENDENT AUDITORS**




Our
      independent accountant has qualified his report, stating that the audited
      financial statements of Tally-Ho Ventures Inc for the annual period ending
      December 2005 have been prepared assuming Belgravia Intervest Group Limited,
      a
      subsidiary of the company as a going concern. They note that Belgravia Intervest
      Group Limited has been sold to third parties and the nature of revenue for
      the
      financial year 2005 shall not be the nature of revenue for the current financial
      year.




**5.
      CRITICAL ACCOUNTING ISSUES**




The
      discussion and analysis of the Company's financial condition and results of
      operations are based upon its consolidated financial statements, which have
      been
      prepared in accordance with accounting principles generally accepted in the
      United States. The preparation of these financial statements requires the
      Company to make estimates and judgments that affect the reported amounts of
      assets, liabilities, revenues and expenses. In consultation with its Board
      of
      Directors, the Company has identified two accounting policies that it believes
      are key to an understanding of its financial statements. These are important
      accounting policies that require management's most difficult, subjective
      judgments.




The
      first
      critical accounting policy relates to revenue recognition. Income from
      commission on sales is recognized after the clients accept the insurance or
      investment products and cooling off period is over and is approved for any
      applicable financing. Income from residuals is recognized when the residual
      payment is actually received.




The
      second critical accounting policy relates to expense recognition. The Company
      recognizes commissions owed upon the actual receipt of payment on the related
      sale. All other expenses are recognized at the time the expense was
      incurred.




**6.
      DISCONTINUED OPERATIONS**


Belgravia
      Intervest Group Limited had to discontinue operations in the following countries
      due to the non compliance and conflict of interest between those operations
      and
      the development plans of the Company; Russia, Vietnam, Indonesia, Malaysia,
      and
      Saudi Arabia.


In
      the
      current fiscal year, the Company has franchised the operations of Belgravia
      Intervest Group Limited to Affinity Group and later on sold the ownership rights
      to Amalgamated Holdings S.A. due to conflict of interest between the Company's
      future development plans and the operations of Belgravia Intervest Group
      Limited. However, for the purpose of the financial year 2005, the revenue from
      Belgravia Intervest Group Limited has been considered as income from continuing
      operations, and the discontinuation shall take effect from the current financial
      year onwards.


7.
      CONTINUING OPERATIONS


The
      Company's operations for the current year continue through Master Finance
      Holdings S.A. and shall be extended through further acquisitions in
      negotiations.


11







**8.
      RESULTS OF REVENUE**




For
      revenue comparison purposes, it is important to note that the Company's
      operations began after the Reverse Merger Reorganization which occurred on
      May
      23, 2005.




Revenues
      from continuing operations for the fiscal year ended December 31, 2005 were
      $9,211,483, compared to revenues of $0.00 for the period ended December 31,
      2004




The
      increase in revenues is as a result of the acquisition of Belgravia Intervest
      group Limited and Master Finance Holdings S A and transfer of the income stream
      of these companies to Tally Ho Ventures Inc. Management of the Company has
      re-focused the Company on building a new revenue stream from new acquisitions
      of
      profit making companies with similar nature of operations.




Cost
      of
      Revenue: Cost of revenue was $5,233,382 for the fiscal year ended December
      31,
      2005, as compared to $0.00 for the same period one year earlier.




Gross
      Profit: The gross profit from continuing operations for the year ended December
      31, 2005 was $3,978,101, compared to $0.00 for the same period one year
      earlier.




Selling,
      General and Administrative: The expenses for fiscal year ended December 31,
      2005
      were $2,174,092. Our expenses increased by $2,147,993, up 6457% (from $33,670
      to
      $2,174,092) during the fiscal year ended December 31, 2005, compared to the
      same
      period in 2004. Our expenses were made up primarily of general overhead. The
      large increase in expenses is due to the acquisition of Belgravia Intervest
      Group Limited and Master Finance Holdings S A which are companies actively
      running business operations.




Net
      Profits: The Company had a net profit of $1,302,876 for the year ended December
      31, 2005, As compared to $0.00 for the fiscal year ended December 31, 2004.
      The
      profit for the year ended December 31, 2005 consisted primarily of a $643,065
      profit from the operations of Belgravia Intervest Group Limited which is a
      discontinued operation for the current fiscal year.




**9.
      LIQUIDITY AND CAPITAL REQUIREMENTS**




As
      of
      December 31, 2005, the Company had cash of $617,586, and total current assets
      of
      $8,533,870. Total assets were $15,235,836.




The
      Company's current liabilities were $7,623,954 as of December 31, 2005, and
      total
      liabilities were $9,207,762.




**10.
      OFF BALANCE SHEET TRANSACTIONS**




None.









12







**ITEM
      7: FINANCIAL STATEMENTS**




**Index
      to Consolidated Financial Statements**





CONTENTS
            PAGETally-Ho
                Ventures, Inc., Report of Independent Auditors
            14Consolidated
                Balance Sheet as of December 31, 2005
            15Consolidated
                Statements of Operationsfor
                the years ended December 31, 2005 and 2004
            16Consolidated
                Statement of Stockholder’s Equityfor
                year ended December 31, 2005
            17Consolidated
                Statements of Cash Flowsfor
                the years ended December 31, 2005 and 2004
            18Notes
                to the Consolidated Financial Statements
            19







13








**INDEPENDENT
      AUDITOR'S REPORT**





To


The
      Board
      of Directors of


Tally-Ho
      Ventures, Inc.


Delaware.





Dear
      Sirs,





We
      have
      audited the accompanying consolidated balance sheet of Tally-Ho Ventures, Inc.,
      as of December 31, 2005 and the related consolidated statements of operations,
      cash flows, and stockholders' equity for the years ended December 31, 2005
      and
      2004. These consolidated financial statements are the responsibility of the
      Company's management. Our responsibility is to express an opinion on these
      financial statements based on our audit. The financial statements for the year
      ended December 31, 2004 were audited by other auditors, whose report dated
      March
      21, 2005 expressed an unqualified opinion with an emphasis of a matter paragraph
      regarding the uncertainty in respect of the Company’s continuity. Our opinion on
      these financial statements for the year ended December 31, 2004 is based solely
      on the opinion of the prior auditors.





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





In
      our
      opinion, the accompanying consolidated financial statements present fairly,
      in
      all material respects, the financial position of Tally-Ho Ventures, Inc., as
      of
      December 31, 2005, and the results of its operations and its cash flows for
      the
      years ended December 31, 2005 and 2004, in conformity with accounting principles
      generally accepted in the United States of America.








Brussels,
      Belgium, April 14, 2006














Constantin
      Reviseurs d’Enterprises SPRL Civile


Represented
      by René Van Asbroeck, Partner


87
      Avenue
      Clemenceau


B-1070
      Brussels


Belgium








14








TALLY
                HO VENTURES INCCONSOLIDATED
                BALANCE SHEETAS
                OF DECEMBER 31, 2005ASSETSCURRENT
                ASSETSCash
                and Cash Equivalents
            $588,240Escrow
                Accounts
            $5,304,681Sales
                Ledger Receivables
            $2,483,908Other
                Receivables
            $117,027Accrued
                Income
            $14,738TOTAL
                CURRENT ASSETS
            
            $8,508,594Investment
                in Subsidiaries
            
            $4,563Property-Plant
                and Equipment:Furniture
                and Fittings
            
            $35,565Office
                Equipment
            
            $67,961Intangible
                Assets net of amortization:Goodwill
            
            $1,411,981Other
                Long-term Assets
            
            $18,985TOTAL
                ASSETS
            
            $10,047,649LIABILITIES
                ANDSTOCKHOLDERS' EQUITYCURRENT
                LIABILITESEscrow
                Accounts Payable
            $5,155,848Other
                Amounts Payable
            $1,566,466Commission
                Payable
            $1,891,270Income
                Tax payable
            $395,895Accrued
                Payroll
            $118,608TOTAL
                CURRENT LIABILITIES
            
            $9,128,087TOTAL
                LIABILITIES
            
            $9,128,087Minority
                Interest
            
            $339,066CAPITAL
                STOCKCommon
                Stock, par value $0.001 per shareAuthorized
                Shares: 75,000,000Issued
                Shares:
            8,650,624
                @ $0.001
            $8,651Paid-in
                CapitalRetained
                Earnings
            $571,845
            $580,496TOTAL
                SHAREHOLDERS' EQUITY
            
            $580,496LIABILITIES
                AND SHAREHOLDERS' EQUITY
            
            $10,047,649





15








TALLY
                HO VENTURES INCSTATEMENT
                OF INCOME AND RETAINED EARNINGSFOR
                THE YEAR ENDED DECEMBER 31, 2005December
                31,
            December
                31,2005
            2004Commission
                and Advisory Fees Received
            $3,828,924Commission
                Paid to Advisors
            ($1,841,322)Gross
                margin from operations
            $1,987,602Operating
                Expenses:Remuneration
                & Social Security
            ($394,906)Administrative
                Expenses
            ($563,178)Depreciation
                & Financial Expenses
            ($54,999)
            ($33,670)Income
                from operations
            $974,519
            ($33,670)Other
                Revenues/Gains:Interest
                revenue
            $1,729Financial
                Expenses
            ($21,382)Provisions
                for Income Tax
            ($342,086)Minority
                Interest
            ($84,406)
            ________Net
                Profit
            $528,374
            ($33,670)Retained
                Earnings January 1, 2005
            ($110,378)
            ($76,708)Eliminated
                upon capital reorganization
            $106,291Transferred
                from subsidiaries
            $47,558
            ________Retained
                Earnings December 31, 2005
            $571,845
            ($110,378)Income
                available to common shareholders
            $528,374
            ($33,670)Basic
                income per share
            $0.061079
            ($0.000750)Weighted
                average of shares outstanding
            8650624
            44915875





16








TALLY
                HO VENTURES, INC.CONSOLIDATED
                STATEMENT OF STOCKHOLDERS' EQUITYFOR
                THE YEAR ENDED DECEMBER 31, 2005Common
                Stock
            Paid-in
            Retained
            TotalCapital
            Earnings
            EquityNumbers
            Amount
            Amount
            Amount
            AmountBalance
                at January 1, 2005
            44915875
            $44,916
            $55,297
            ($110,378)
            ($10,165)Issued
                against accounts payable
            279185
            $279
            $12,721
            
            $13,000Stock
                split (absorption of loss carried forward)
            (43688560)
            ($43,688)
            ($65,183)
            $108,871
            $0Issued
                shares as per 5/11/2005
            1920725
            $1,921
            
            ($1,921)
            $0Repayment
                in Cash
            
            
            ($2,835)
            
            ($2,835)Issued
                shares acquisition Belgravia Intervest Group as per
                5/13/2005
            4563490
            $4,563
            
            
            $4,563Issued
                shares to staff Belgravia Intervest Group
            659909
            $660
            
            ($660)
            $0Acquisition
                Master Finance group
            
            
            
            $47,558
            $47,558Net
                profit for the year ended December 31, 2005
            
            
            
            $528,374
            $528,374Balance
                at Dec 31, 2005
            8650624
            $8,651
            $0
            $571,845
            $580,496





17








TALLY
                HO VENTURES INCCONSOLIDATED
                STATEMENT OF CASHFLOWSFOR
                THE YEAR ENDED DECEMBER 31, 2005December
                31,
            December
                31,2005
            2004CASH
                FLOWS
              FROM
                OPERATING ACTIVITIESNet
                Income:
            $528,374
            ($33,670)Adjustments
                to reconcile net income/loss to net cash provided by operating
                activitiesImputed
                interest on notes to shareholders
            
            $491Uncompensated
                services from management
            
            $10,470Increase
                in Accounts Payable
            $1,878,270
            $12,690Increase
                in Escrow Accounts Payable
            $5,155,848Increase
                in Other PayablesIncrease
                in Income Tax Payable
            $395,895Increase
                in Accrued Payroll
            $118,608Increase
                in Accounts Receivables
            ($2,483,908)Increase
                in Accrued Income
            ($14,738)Increase
                in Escrow Accounts
            ($5,304,681)Increase
                in Other Receivables
            ($117,027)NET
                CASH USED
              IN
                OPERATING ACTIVITIES
            $156,641
            ($10,019)CASH
                FLOWS
              FROM
                NON-OPERATING ACTIVITIESIncrease
                in Other Amounts Payable
            $1,566,466Increase
                in Other Term Assets
            ($18,985)Increase
                in Fixed Assets
            ($103,526)Increase
                in Intangible Assets
            ($1,411,981)Decrease
                in Notes Payable to Shareholders
            ($6,468)Decrease
                in Common Stock
            ($36,265)Decrease
                in paid in capital
            ($55,297)Increase
                in Investment in subsidiaries
            ($4,563)Decrease
                in Accumulated Deficit
            $106,291Increase
                in Retained Earnings
            $47,558Proceeds
                from notes payable to shareholders
            
            $1,650Payments
                on notes payable to shareholders
            
            ($2,596)Stock
                issued for Cash
            
            $42,500Stock
                returned and cancelled cash returned
            
            ($28,500)Increase
                in Minority Interest
            $339,067NET
                CASH USED
              IN
                NON-OPERATING ACTIVITIES
            $422,296
            $13,054Net
                change in cash and cash equivalents
            $578,937
            $3,035Cash
                and cash equivalents
              at
                beginning of period
            $9,303
            $6,268Cash
                and cash equivalents at end of period
            $588,240
            $9,303





18








**TALLY
      HO VENTURES, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





ACCOUNTS
      RECEIVABLE





Accounts
      receivable are reported at the providers' outstanding balances less any
      allowance for doubtful accounts. Interest is not accrued on overdue accounts
      receivable.





ALLOWANCE
      FOR DOUBTFUL ACCOUNTS





The
      allowance for doubtful accounts on accounts receivable is charged to income
      in
      amounts sufficient to maintain the allowance for uncollectible accounts at
      a
      level management believes is adequate to cover any probable losses. Management
      determines the adequacy of the allowance based on historical write-off
      percentages and information collected from individual customers. Accounts
      receivable are charged off against the allowance when collectibility is
      determined to be permanently impaired (bankruptcy, lack of contact, account
      balance over one year old, etc.). The receivables are from banking and non
      banking financial institutions and therefore, historically bad debts are
      negligible.





As
      of
      December 31, 2005, the Company did not establish any reserve for doubtful
      accounts.





PROPERTY
      AND EQUIPMENT





Property
      and equipment are stated at cost. 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.





Tally-Ho
      Ventures, Inc. depreciates its property and equipment using the straight line
      method as follows:





Furniture
      and Fixtures  5
      years


Office
      Equipment  5
      years





LONG-LIVED
      ASSETS





Statement
      of Financial Accounting Standards No 121, "Accounting for the Impairment of
      Long-Lived Assets and for Long-Lived Assets to be Disposed of," 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. The Company 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.





None
      of
      the assets reported in the above financial statements require to be reviewed
      as
      a long living asset.





19








NET
      LOSS
      PER SHARE





The
      Company adopted the provisions of Statement of Financial Accounting Standards
      ("SFAS") No. 128, "Earnings Per Share" ("EPS") that established standards for
      the computation, presentation and disclosure of earnings per share, replacing
      the presentation of Primary EPS with a presentation of Basic EPS.





CASH
      AND
      CASH EQUIVALENTS





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





ACCOUNTING
      ESTIMATES





Management
      uses estimates and assumptions in preparing financial statements in accordance
      with generally accepted accounting principles. 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.





FAIR
      VALUE OF FINANCIAL INSTRUMENTS





Pursuant
      to SFAS No. 107, "Disclosures About Fair Value of Financial Instruments", the
      Company is required to estimate the fair value of all financial instruments
      included on its balance sheet as of December 31, 2005. The Company considers
      the
      carrying value of such amounts in the financial statements to approximate their
      face value.





REVENUE
      AND COMMISSION EXPENSE RECOGNITION





Income
      from financial services is recognized after the client received his policy
      documents from the product provider.





The
      Company recognizes commissions due upon the actual receipt of payment on the
      related transaction.





PRINCIPLES
      OF CONSOLIDATION





The
      Company consolidates all non-variable interest entities in which it holds a
      greater than 50% voting interest, except for immaterial seed money investments
      in mutual and hedge funds, which are accounted for as trading securities.
      Entities in which the Company holds a greater than 20%, but less than 50% voting
      interest, are accounted for under the equity method. Additionally, other
      investments in hedge funds in which the Company holds an interest that is less
      than 50% are accounted for under the equity method. All other investments are
      accounted for under the cost method where the Company owns less than a 20%
      voting interest and does not exercise significant influence, or as
      Available-for-Sale or trading securities, as applicable.




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





20








ADVERTISING





Tally-Ho
      Ventures, Inc., and subsidiaries expense all advertising as incurred.





**NOTE
      2: RELATED PARTY TRANSACTIONS**





Minority
      interest represents 15% equity held by La Financiere Wolf Sarl, a company owned
      by Mr. Emmanuel Wolf, Managing Director of Master Finance Holdings S A, in
      the
      company Master Finance Europe S A, an 85% subsidiary of Master Finance Holdings
      S A.





**NOTE
      3: PAYABLES**





Payables
      are commission payments outstanding to the agents of the Subsidiaries’ on
      business introduced by them and other funds pending completion of transactions.
      The Company does not pay interest on credit balances payable to brokers or
      agents.





**NOTE
      4: INCOME TAX**





All
      amounts referring to income tax are related to Master Finance Holdings S A
      and
      its subsidiaries, and are payable in the Grand Duchy of Luxembourg and
      Belgium.





As
      per
      the Delaware Tax Laws, the Company is not liable to pay any income tax in
      Delaware or in United States due to the fact that the Company is operating
      from
      outside United States.








**NOTE
      5: STOCKHOLDERS’ EQUITY**





COMMON
      STOCK





The
      holders of the Company's common stock are entitled to one vote per share of
      common stock held.





STOCK
      SPLIT





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





ACQUISITIONS





On
      May
      12, 2005, the Company 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
      the
      Company prior to the transaction has been abandoned.





On
      September 27, 2005 the Company entered into a purchase agreement for acquisition
      of 100% of the ownership interest in Master Finance Holdings S A, a Luxembourg
      based company. The acquisition took place with effect from October 1, 2005
      and
      the financial results of Master Finance Holdings S A and its subsidiaries for
      the period October 1, 2005 to December 31, 2005 are consolidated to the
      financial statements of the Company.





21








**NOTE
      6: SUBSEQUENT EVENTS**





On
      December 15, 2005, the Company had entered into a franchising agreement with
      Affinity Trust of its non-European distribution arm for a period of 5 years
      with
      an option to acquire at the end of the franchising period. The Company through
      the operations of Master Finance Holdings S A is now positioned to become a
      dominant force in the European financial services markets. The areas that have
      been franchised to Affinity Trust are outside the European Union which otherwise
      would have conflict of interest with the operations of Master Finance S A and
      other entities, that the Company is planning to acquire. The franchise agreement
      calls for the payment of $100,000 per calendar month, until maturity. Affinity
      Trust is a private wealth management firm with offices in a number of countries.
      They are committed to developing the international markets and see incredible
      potential in the third world for financial services as those countries start
      to
      develop and expand. Their current focus is the expatriate employee and their
      longer term strategy sees this developing 4 fold over the next 2 years.





In
      the
      year 2006, the Company has franchised the operations of Belgravia Intervest
      Group Limited to Affinity Group as per the agreement dated December 15, 2005
      and
      later sold the ownership rights to Amalgamated Holdings S A due to conflict
      of
      interest between the Company’s future development plans and the operations of
      Belgravia Intervest Group Limited. The monthly payment of $100,000 shall
      continue to be received by the Company directly from Affinity Trust until the
      maturity of the Franchise agreement and each installment shall be appropriated
      towards the sale proceeds of Belgravia Intervest Group Limited to Amalgamated
      Holdings S A. However, for the purpose of the financial year 2005, the revenue
      from Belgravia Intervest Group Limited has been considered as income from
      discontinued operations, and therefore the balance sheet and income statement
      of
      Belgravia Intervest Group Limited are not included in the
      consolidation.





**NOTE
      7: MANAGEMENT’S DISCUSSION ON FUTURE OPERATIONS**





On
      November 29 2005, Tally-Ho entered in to a Sales Purchase Agreement for
      acquisition of 100% of the ownership interest of ProTrust Private Clients S.A.
      ProTrust was originally established in 1992, the company transformed itself
      into
      an authorized Fiduciary (Trust) in August 1996 as ProTrust Switzerland SA,
      the
      name changed to ProTrust Private Clients SA (PTPC) 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, PTPC has
      built up a significant portfolio of funds under management, which generates
      a
      substantial ongoing revenue stream. ProTrust is a fully authorized fiduciary
      company, subject to the regulatory control of the Swiss Cantonal Government.
      As
      such PTPC 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.





ProTrust
      has been subject to regular regulatory inspections by KPMG on behalf of the
      OAD
      - FCT and no regulatory issues have been raised.





ProTrust
      has successfully acted as an interface between UK and international 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. PTPC has
      managed this type of business successfully for over a decade. Success has come
      through specialization and concentration on a niche product and by providing
      services for investors and distributors.





22








Having
      been established for some years in the market the management and support team
      is
      extremely competent and very experienced. PTPC is very cost effective, as it
      is
      able to manage a large portfolio without the need for large numbers of staff.
      Under the terms of the letter of intent, the operations of ProTrust are expected
      to become an operating subsidiary of Tally-Ho Ventures, Inc. with key members
      of
      the ProTrust management team entering into long-term employment contracts.
      Completion of the transaction is subject to final negotiation of a share
      purchase agreement, completion of due diligence and satisfaction of customary
      conditions to closing which are yet to be completed and therefore not included
      in the consolidation.





**NOTE
      8: EMPLOYEE STOCK PLAN**





The
      Company currently doesn’t have any stock option plan. However the management has
      plans to introduce a stock option scheme later in the year 2006.





**NOTE
      9: GOODWILL AND OTHER INTANGIBLES**




Goodwill
      and other intangible assets deemed to have indefinite lives are not amortized
      but are instead subject to impairment tests. The value of goodwill is taken
      from
      the audited accounts of the subsidiaries and management completed goodwill
      impairment test during the year ended December 31, 2005 and the values shown
      are
      after deduction of all applicable impairments.





**NOTE
      10: FOREIGN CURRENCY TRANSLATION**




Net
      assets of foreign subsidiaries, whose functional currency is other than the
      U.S.
      dollar, are translated into U.S. dollars based upon exchange rates prevailing
      at
      the end of each year. The resulting translation adjustment, along with any
      related hedge and tax effects, are included in accumulated other comprehensive
      income (loss), a component of shareholders’ equity. Revenues and expenses are
      translated at the average month end exchange rates during the year. Gains and
      losses related to non-functional currency transactions, including non-U.S.
      operations where the functional currency is the U.S. dollar, are reported net
      in
      other revenues in the Company’s Consolidated Statements of Income.





**NOTE
      11: ESCROW ACCOUNTS**





Escrow
      accounts are the monies held on behalf of the clients to be paid out towards
      premium or investments as per their direction. The variance between escrow
      accounts and payables on escrow accounts represent the unrealized interest
      and
      amounts advanced by the Company to the escrow accounts for meeting the payments
      in time, but could not be separated in the reporting year.





**NOTE
      12: OUTSTANDING CALL OPTIONS**





The
      Company has an obligation to issue a maximum number of 297500 shares at the
      rate
      of $5 per share to Mr. Emmanuel Wolf in the event of exercise of call options
      granted by the Company as per the agreement dated September 28, 2005 between
      both the parties, which options are exercisable during the period between
      October 16, 2007 and October 16, 2008.








23








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




On
      or
      about August 1, 2005 the Company changed its independent auditor from HJ
      Associates & Consultants to Van Cauter - Snauwaert & Co. This change was
      made to provide the Company with an independent auditor located in Europe,
      close
      to the Company’s operating offices.




On
      or
      about April 3, 2006, the company learned that Van Cauter - Snauwaert & Co.
      was not registered with the Public Company Accounting Oversight Board and
      terminated them as independent auditors and engaged Constantin Reviseurs
      d’Enterprises as independent auditors.




**Item
      8A: CONTROLS AND PROCEDURES**




The
      Company's Chief Executive Officer and Chief Financial Officer (or those persons
      performing similar functions), after evaluating the effectiveness of the
      Company's disclosure controls and procedures (as defined in Rules 13a-14(c)
      and
      15d-14(c) under the Securities Exchange Act of 1934, as amended) as of December
      31, 2005 (the "Evaluation Date"), have concluded that, as of the Evaluation
      Date, the Company's disclosure controls and procedures were effective to ensure the timely collection, evaluation and
      disclosure of information relating to the Company that would potentially be
      subject to disclosure under the Securities Exchange Act of 1934, as amended,
      and
      the rules and regulations promulgated thereunder. There were no significant
      changes in the Company's internal controls or in other factors that could
      significantly affect the internal controls subsequent to the Evaluation
      Date.




**Item
      8B: OTHER INFORMATION - SUBSEQUENT EVENT**




On
      January 15, 2006, Tally-Ho entered into a Franchising agreement with Affinity
      Trust of its non-European distribution arm. Tally-Ho through the operations
      of
      Master Finance is now positioned to become a dominant force in the European
      financial services markets. The areas that have been franchised to Affinity
      Trust are: Russia Vietnam Indonesia Malaysia and Saudi Arabia. The franchise
      agreement calls for the payment of $100,000 per calendar month, until maturity.
      Affinity Trust is a private wealth management firm with offices in a number
      of
      countries. They are committed to developing the International markets and see
      incredible potential in the third world for financial services as those
      countries start to develop and expand. Their current focus is the expatriate
      employee and their longer term strategy sees this developing 4 fold over the
      next 2 years.




**PART
      III**




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




**Directors
      and Executive Officers**




The
      following table sets forth the names and ages of the current directors and
      executive officers of the Company, the principal offices and positions with
      the
      Company held by each person and the date such person became a director or
      executive officer of the Company. The executive officers of the Company are
      elected annually by the Board of Directors. The directors serve one-year terms
      until their successors are elected. The executive officers serve terms of one
      year 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
            PositionPeter
                J Smith
            President
                and DirectorNigel
                Gregg
            Chief
                Operating OfficerJose
                M Meleth
            Secretary,
                Chief Financial Officer and
                Director





24





PETER
      J
      SMITH was elected a Director, President and Chief Executive Officer of Tally
      Ho
      Ventures Inc in May 2005. Peter
      Smith became a Director of the board of the Belgravia Group and CEO in 1997:
      Creating the Belgravia Group Financial Management, to market International
      Tax
      efficient funds to expatriates. Commencing in Jakarta and expanding into Kuala
      Lumpur, Singapore, Bangkok, Manila and Surabaya. By 1997 Belgravia was the
      most
      effective brokerage in Asia. Asia's currency crisis forced a wider thinking
      strategy with expansion into Caracas, Rio, Sao Paulo, Monterrey and Mexico
      City
      following on. In 2000, Belgravia Group completed four mergers with competitors
      and a consolidation of the position with South America's market lessening and
      the Middle East and Europe expanding.




Peter
      Smith has extensive experience in the global financial markets from front end
      client sales to the dealing floors of London. He is highly qualified to trade
      most instruments with a certain commercial eye; and in traded Equities, Fixed
      Interest, Government bonds, Euro Bonds, Options both Traded and Traditional
      as a
      Broker and made a market in Options in Engineers and FTSE 100. An
      entrepreneurial mind that has since, his trading days, created a magnificent
      business under his own steam over 23 countries personally handling the
      logistical set up of new country operations, initial sales, recruitment and
      training of new staff.




A
      highly
      motivated, high energy person who has successfully managed the transition from
      Trader to stockbroker to market maker to salesman to entrepreneur to business
      man with incredible ease and structure without impairing any potential a
      business may offer. He is a master at developing people, and creating a spirit
      within the management of a group.




JOSE
      M
      MELETH was elected a Director, Secretary and Chief Financial Officer Tally
      Ho
      Ventures Inc in May 2005.




Jose
      obtained his M Com and LL B degrees from Mahatma Gandhi University and LL M
      degree from University of Bombay and is a qualified accountant. Jose's
      accomplished finance career includes roles as auditor and 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.




He
      joined
      Belgravia Intervest Group in 1998 as chief accountant and advanced to the post
      of CFO in 2000. Currently he is director of nine subsidiary companies based
      in
      several countries, overseeing the firm's finance, credit, operations, payroll,
      and lending areas. He also works closely with the CEO in developing and
      executing comprehensive business and financial management strategies required
      in
      accomplishing Tally Ho Ventures Inc's growth objectives. He is a member of
      International Bar Association, Institute of Directors, Chartered Insurance
      Institute, Association of International Accountants, Institute of Financial
      Consultants, Institute of Chartered Accountants and High Court of Kerala
      Advocates Association.




NIGEL
      GREGG On March 16 2006 Tally Ho Ventures announced that Mr. Nigel Greg will
      be
      appointed to the Board of Director and will assume the position of Chief
      Operating Officer. Mr. Gregg joins Tally Ho Ventures from Prudential
      International, where he was Head of Business Development responsible for
      promoting Prudential's business in Europe. He spent the last three years
      developing relationships with distributors on behalf of Prudential, in turn;
      these distributors now represent 40% of Prudential's international
      sales.




**Compliance
      with Section 16(a) of the Securities Exchange Act of 1934**




Section
      16(a) of the Securities Exchange Act of 1934 requires the Company's directors
      and executive officers and persons who own more than ten percent 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 ten percent
      shareholders are required by SEC regulations to furnish the Company with copies
      of all Section 16(a) forms they file.




The
      following officers and directors have not filed a Form 4 to report their initial
      holdings of the securities of the Company; Peter Smith and Jose Meleth. They
      have not had any transactions reportable on any other form under Section 16(a)
      of the Securities Exchange Act of 1934.




**Board
      Meetings and Committees**




During
      the fiscal year ended December 31, 2005, the Board of Directors met on several
      occasions and took written action on numerous other occasions. The written
      actions were by unanimous consent. There are no committees of the
      Board.




25







**ITEM
      10:EXECUTIVE COMPENSATION**




**Executive
      Officers and Directors**




None
      of
      our directors are subject to employment agreements or other compensation
      arrangements, and have not received any compensation during the fiscal year
      ending December 2005.




The
      Officer compensation was as follows; Peter Smith 75,000. USD annual; Jose Meleth
      50,000. USD annual




**Board
      Compensation**




Directors
      of the Company receive no compensation as a Director but they are entitled
      to
      reimbursement for their travel expenses. The Company does not pay additional
      amounts for committee participation or special assignments of the Board of
      Directors.




**ITEM
      11:SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**




The
      following table sets forth, as of March 21, 2006, certain information with
      respect to the Company's equity securities owned of record or 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.





Title
                of
            Name
                and Address of
            Amount
                and Nature of
            PercentClass
            Beneficial
                Owner (1)
            Beneficial
                Ownership
            of
                Class (2)Common
            Peter
                Smith
            1,876,745
            23%Common
            Peter
                Ellery
            1,876,745
            23%





All
      other
      Officers and Directors as a group; 200,000 shares.




1.
      Unless
      noted otherwise, the address of each shareholder is c/o Tally Ho Ventures,
      Inc
      115 route d'Arlon, L-8311 Capellen, Luxembourg




2.
      Based
      on 8,000,715 shares outstanding as of February 28, 2006.




The
      Company believes that the beneficial owners of securities listed above, based
      on
      information furnished by such owners, have sole investment and voting power
      with
      respect to such shares, subject to community property laws where applicable.
      Beneficial ownership is determined in accordance with the rules of the
      Commission and generally includes voting or investment power with respect to
      securities. Shares of stock subject to options or warrants currently
      exercisable, or exercisable within 60 days, are deemed outstanding for purposes
      of computing the percentage of the person holding such options or warrants,
      but
      are not deemed outstanding for purposes of computing the percentage of any
      other
      person.




**ITEM
      12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**




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




Master
      Finance Holdings S A: On September 6, 2005 Tally-Ho Ventures, Inc. (the
      "Company") announced through a press release that it had signed a binding Letter
      of Intent to acquire Master Finance Europe, a private wealth management
      organization focused on the needs of mid-wealth families and individuals in
      Luxembourg, Belgium and France. The Letter of Intent contemplates the signing
      of
      a definitive share purchase agreement and the conduct of due diligence prior
      to
      the closing of the transaction. A copy of that press release was attached to
      a
      Form 8-K filed on September 12, 2005.




**Protrust**




In
      November 2005 the Company entered into a Letter of Intent with ProTrust. The
      operations of PTPC are expected to become an operating subsidiary of Tally-Ho
      Ventures, with key members of the PTPC management team entering into long-term
      employment contracts. Completion of the transaction is subject to final
      negotiation of a share purchase agreement, completion of due diligence and
      satisfaction of customary conditions to closing.




26







**ITEM
      13: EXIBITS**





Exhibit
                3.1
            Articles
                of Incorporation*Exhibit
                3.2
            Bylaws*Exhibit
                4
            Instruments
                defining the rights of shareholders*Exhibit
                10.1
            Franchise
                Agreement with Affinity Trust S.A dated December 15,
                2005**Exhibit
                10.2
            Heads
                Agreement with ProTrust Private Clients S.A. dated November
                29,2005**Exhibit
                10.3
            Agreement
                for Secured Loan and Share Option with the Winterman Group Limited
                dated
                November 19, 2005**Exhibit
                14
            Code
                of ethics**Exhibit
                31.1
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
                Executive Officer**Exhibit
                31.2
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
                Financial Officer**Exhibit
                32.1
            Certification
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
                Executive Officer**Exhibit
                32.2
            Certification
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
                Financial Officer**







*
      These
      exhibits are hereby incorporated by reference to our Registration Statement
      on
      Form SB-2 filed November 7, 2003. File No. 333-104631.




**
      Attached as exhibits hereto




**ITEM
      14: PRINCIPAL ACCOUNTANTS FEES AND SERVICES**







December
                31, 2005
            December
                31, 20041.
                Audit Fees
            $14,875
            $5,3452.
                Audit Related Fees
            0
            03.
                Tax Fees
            0
            04.
                All Other Fees
            0
            0Total
                Fees
            $14875
            $5,345









**27**







**SIGNATURES**




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




**TALLY-HO
      VENTURES INC**





Dated:
                April 19, 2006
            By:
                /s/ Peter J Smith------------------------------Peter
                J SmithPresident
                and Director










In
      accordance with The Securities Exchange Act of 1934, as amended, 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.





Dated:
                April 19, 2006
            By:
                /s/ Jose M Meleth--------------------------------Jose
                M MelethSecretary,
                Chief Financial Officer,and
                Director





28