Premier Wealth Management (PWMG) 10QSB 2005 Q1 Quarterly report (small business)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)
[X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ___March 31, 2005______________________________

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

For the transition period from _________________ to _________________

Commission file number _______________________________________

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

NEVADA	88-0413417
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

518 Oak Street #2
Glendale, CA 91204
(address of principal executive offices)

Issuers telephone number:(818) 550 7886

(Registrant’s telephone number, including area code)

I.R.S. Employer Identification #: 43-1988542

Check whether the issuer

(1) filed all documents and reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12months(or for such shorter period that the registrant was required to file such reports)and

(2) has been subject to such filing requirements for the past 90 days (X) Yes ( ) No As of May 13, 2005, there were 8,000,715 shares of common stock issued and outstanding Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X  ]

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

Following are the un-audited financial statements for the period ended March 31, 2005

TALLY-HO VENTURES, INC.
(A Development Stage Company)
BALANCE SHEET
March 31, 2005

ASSETS
Current Assets
Cash	$	61
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Notes payable to shareholders	$	26
Total Current Liabilities		26
STOCKHOLDERS' EQUITY
Common stock, $.001 par, 75,000,000 shares
authorized, 1,515,840 shares issued and outstanding		1,516
Paid in capital		146,676
Deficit accumulated during the development stage		(148,157	)
Total Stockholders' Equity		35
Total Liabilities & Stockholders’ Equity	$	61

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TALLY-HO VENTURES, INC.
(A Development Stage Company)
STATEMENTS OF EXPENSES
Three Months Ended March 31, 2005 and 2004 and the Period from November 21, 2002 (Inception) Through March 31, 2005

	2005			2004			Inception Through March 31, 2005
General and administrative
- paid in cash	$	11,779		$	3,692		$	43,605
- paid in stock		26,000			--			93,200
- imputed interest		--			131			882
- uncompensated services		--			--			10,470
Net loss	$	(37,779	)	$	(3,823	)	$	(148,157	)
Basic and diluted net loss per
common share	$	(.03	)	$	(.00	)
Weighted average common
shares outstanding		1,510,376			1,473,863

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TALLY-HO VENTURES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2005 and 2004 and the Period from November 21, 2002 (Inception) Through March 31, 2005

	2005			2004			Inception Through March 31, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(37,779	)	$	(3,823	)	$	(148,157	)
Adjustments to reconcile net loss
to cash used in operating activities:
Stock issued for services		26,000			--			52,150
Stock issued to founders		--			--			41,050
Imputed interest		--			131			882
Uncompensated services from management		--			--			10,470
Changes in:
Accounts payable		--			(310	)		13,002
NET CASH USED IN OPERATING ACTIVITIES		(11,779	)		(4,002	)		(30,603	)
CASH FLOWS FROM INVESTING ACTIVITIES
Loans to related parties		--			--			(1,300	)
Proceeds from repayment of loan
to related party		--			--			1,300
NET CASH PROVIDED BY INVESTING ACTIVITIES		--			--			--
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable to
shareholders		--			900			9,065
Payments on notes payable to
shareholders		(6,442	)		(2,596	)		(9,039	)
Stock issued for cash		8,979			--			59,138
Cash returned on cancelled stock		--			--			(28,500	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,537			(1,696	)		30,664
NET CHANGE IN CASH		(9,242	)		(5,698	)		61
Cash balance, beginning		9,303			6,268			--
Cash balance, ending	$	61		$	570		$	61
NON-CASH DISCLOSURES:
Stock issued for accounts payable	$	13,000		$	--		$	13,000

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TALLY-HO VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 — BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Tally-Ho Ventures, Inc. (“Tally-Ho”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in Tally-Ho’s Form 10-KSB filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2004 as reported in the 10-KSB have been omitted.

NOTE 2 – COMMON STOCK

During January 2005, Tally-Ho sold 9,978 total shares to 10 investors for $8,979.

In February 2005, Tally-Ho issued 8,667 total shares of common stock to two third parties for accounts payable of $13,000 and services of $26,000.

NOTE 3 — SUBSEQUENT EVENTS

On May 9, 2005, Tally-Ho 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.

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 will be accounted for as a reverse merger.

Item 2. Management’s Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS

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

The amount of cash we currently have on hand, as of March 31, 2005, is $61, and the amount of working capital we have — which is current assets minus current liabilities — is $35. The amount of cash we will need to operate our business over the next 12 months is $10,200 for administrative expenses and approximately $60,000 for production and operating costs, for a total of $70,200. The amount of cash we have on hand is insufficient to satisfy our cash requirements for administrative expenses over the next year, and insufficient to pay for some of our operational and production costs. Without an infusion of cash from future money raises, we will not be able to continue as a going concern.

Over the next 12 months, we plan to produce a minimum of one television pilot (the “Boiler Twins” pilot), and one short film.

There are specific milestones – and steps to achieving each milestone – to our business plan. Our first milestone was to establish our business. The specific steps we took to accomplish this were

a) incorporate our corporation;

b) establish our web site;

c) establish our offices;

d) open a bank account;

e) perfect our business plan.

This first milestone was reached in approximately three months, from November 2002 to January 2003 and cost us approximately $1,000. Tal Kapelner and Cheney Shapiro loaned Tally-Ho the money needed to complete this milestone.

The second milestone was to produce and market our first entertainment product: a short film shot on digital video entitled “The G! True Tinseltown Tale: Dude, Where’s My Car?” The specific steps we took to accomplish this were

a) write a script;

b) decide on a director and producers;

c) develop a budget and production schedule;

d) finance the project;

e) prepare paperwork for, and sign with, actors union;

f) sign with payroll company and prepare employer tax and workers’ compensation obligations;

g) cast all roles;

h) find and secure locations for shooting;

i) hire all needed crewmembers;

j) purchase or otherwise secure props, wardrobe and filmmaking equipment;

k) rehearse the scenes with the actors;

l) prepare food and beverage service for locations and make other preparations before shooting;

m) shoot the scenes of the film as per the script;

n) complete final tax and union paperwork;

o) hire editor to catalogue all of the footage shot.

p) have director, producers and editor work together to cut the footage together into a final film, adding any visual or sound effects, additional dialogue recording, narration, additional footage, etc.;

q) produce copies of the finished film in whichever media is deemed suitable; and

r) distribute and market the finished product through the various methods discussed above in the section

The first 15 steps (a — o) above took approximately six months to complete, from November of 2002 to April of 2003 while the last three steps (p — r) took approximately 19 months to complete, due to a lack of funding. The cost of this project has been approximately $9,000 and Tal Kapelner has paid for it out of his own pocket.

One step that we did not anticipate was the securing of rights to use the song “I’ve Had the Time of My Life” which we use in our “G! Dude?” film. The rights to use this song in non-commercial settings is estimated by attorneys to cost approximately $2,000 to $3,000, although rights are not guaranteed and are subject to the approval of the owners of the copyrights to the song. Without an additional infusion of cash, we will be unable to secure rights to this film and will therefore be severely hampered in our ability to screen our film. For example, we will not be able to upload the film to websites such as ifilm.com or atomfilms.com, nor will we be able to screen our film at film festivals.

The third milestone was to produce our second entertainment product: written material for the Tally-Ho Ventures, Inc. website. The specific steps we took to accomplish this were

a) Tal Kapelner writing the material; and

b) our web designer Steve Aguilera of GraphicPark.net uploading and formatting the material for our web site.

This third milestone was reached in approximately 2 weeks, in March of 2003, and did not cost any additional money.

The fourth milestone was to raise financial capital and prepare our share structure so as to allow for listing later on a secondary market by issuing freely-tradable securities. The specific steps we took to accomplish this were

a) retain counsel, auditor and EDGARizer professionals;

b) prepare Form SB-2 and file with SEC;

c) file registration statement with state of California pursuant to qualification by coordination provision;

d) have SEC review and offer comments;

e) revise SB-2 and re-file with SEC;

f) have SEC re-review and offer further comments;

g) continue to revise until cleared for offering by SEC; and

h) conduct offering in the state of California, retain transfer agent, issue share certificates, etc.

We began these steps in March of 2003 and completed this milestone on January 1, 2004, when our registered stock offering closed. This milestone has cost us approximately $6,500 in EDGARizing and accounting fees; printing, engraving and mailing costs; and states of California and Colorado registration fees, and some of that money was loaned to us by Tal Kapelner and Cheney Shapiro and the rest was taken from sales in the offering.

The fifth milestone in our business plan was to apply for a priced quotation on the Over-The-Counter Bulletin Board stock quotation service. The specific steps we took to complete this milestone were

a) close our stock offering pursuant to our earlier registration statement;

b) prepare due diligence paperwork to supplement our 15c2-11 filing;

c) submit our due diligence materials to the NASD via a market maker;

d) respond to any deficiencies in our application as pointed out by the NASD;

e) upon approval for an unpriced quotation by the NASD, have market maker revise Form 211 to apply for a priced quotation on the Over-The-Counter Bulletin Board; and

f) work with market maker on setting an opening price and discuss making market on the stock.

The timeframe for completing this milestone was one year, from December 2003 to December 2004. There was no cost for applying for a priced quotation on the OTC Bulletin Board stock quotation service.

Our sixth milestone is to complete our second major entertainment product: a pilot episode of our new television series “The Boiler Twins”. The specific steps we have taken towards accomplishing this are

a) write a script;

b) decide on a director and producers;

c) develop a budget and production schedule;

d) finance the project;

e) prepare paperwork for, and sign with, actors union;

f) sign with payroll company and prepare employer tax and workers’ compensation obligations;

g) cast all roles;

h) find and secure locations for shooting;

i) hire all needed crewmembers;

j) purchase or otherwise secure props, wardrobe and filmmaking equipment;

k) rehearse the scenes with the actors;

l) prepare food and beverage service for locations and make other preparations before shooting;

m) shoot the scenes of the film as per the script; and

n) complete final tax and union paperwork.

The above steps were accomplished between July and December of 2003, and cost approximately $5,000, which was paid for by Mr. Kapelner. The steps we need to take to finish this project are

o) secure funding for the completion of this project;

p) re-shoot principal photography;

q) hire editor to catalogue all of the footage shot;

r) have director, producers and editor work together to cut the footage together into a final vignette, adding any visual or sound effects, additional dialogue recording, narration, additional footage, etc.;

s) produce copies of the finished film in whichever media is deemed suitable; and

t) distribute and market the finished product through the various methods discussed above in the section.

We anticipate completing these steps by the end of fiscal year 2005, with a cost of at least $40,000, or more, if funding is available for a more extensive production.

Our seventh milestone is to prepare our next entertainment product: a web-exclusive video vignette featuring two sets of teams, each with their own car, attempting to garner the most number of parking tickets in one day in the Greater Los Angeles Area. The specific steps we will need to take to accomplish this milestone is

a) complete a treatment and detailed outline of the vignette;

b) decide on a director and producers;

c) develop a budget and production schedule;

d) finance the project;

e) prepare paperwork for, and sign with, actors union;

f) sign with payroll company and prepare employer tax and workers’ compensation obligations;

g) decide on who will participate in the vignette, cast any roles as needed;

h) hire all needed crewmembers;

i) purchase or otherwise secure props, wardrobe and filmmaking equipment;

j) shoot the action of each of the two teams as they wander around L.A. in search of parking enforcement officers to ticket their cars;

k) complete final tax and union paperwork;

l) hire editor to catalogue all of the footage shot;

m) have director, producers and editor work together to cut the footage together into a final vignette, adding any visual or sound effects, additional dialogue recording, narration, additional footage, etc.; and n) upload finished vignette to website.

The timeframe for completing this milestone depends upon how quickly we can achieve financing; however, we anticipate starting this project in August 2005 and uploading the finished product in September 2005. We project a cost of $5,000 for this project from start to finish, and anticipate paying for this project through future loans or future money raises.

The eighth milestone in our business plan is to produce and market a television show pilot episode, which we have designed to be a “behind-the-scenes” reality-based television show which will feature edited footage of three writing partners coming together at a table to write a comedy sketch of their choosing. The first two-thirds of the show will contain this footage showing the writers attempting to put funny material down on paper in the form of a five-minute comedy skit. The final 5-10 minutes of the program will feature professional actors actually performing the skit the writers just completed writing, as well as bonus behind-the-scenes footage showing the actors first reading their lines and rehearsing. The specific steps for completing this milestone will be

a) write a detailed treatment and outline of the action in the episode;

b) decide on a director and producers;

c) develop a budget and production schedule;

d) finance the project;

e) prepare paperwork for, and sign with, actors union;

f) sign with payroll company and prepare employer tax and workers’ compensation obligations;

g) cast all roles;

h) find and secure studio sets for shooting;

i) hire all needed crewmembers;

j) purchase or otherwise secure props, wardrobe and filmmaking equipment;

k) prepare food and beverage service for the cast and crew on set and make other preparations before shooting;

l) shoot the documentary footage of the three writers writing a skit together;

m) shoot documentary footage of actors receiving the material the writers just wrote, rehearsing and then performing the skit;

n) complete final tax and union paperwork;

o) hire editor to catalogue all of the footage shot;

p) have director, producers and editor work together to cut the footage together into a final film, adding any visual or sound effects, additional dialogue recording, narration, additional footage, etc.;

q) produce copies of the finished film in whichever media is deemed suitable; and

r) distribute and market the finished product through the various methods discussed above in the section.

The timeframe for completing this milestone, depending upon availability of funds following this offering, is expected to be five months from writing the treatment to marketing and distributing the finished pilot. We anticipate working on this project from December of 2005 to the end of May 2006, and spending $40,000 to produce and market it, with the money coming from the proceeds of future offerings or other debt or equity financing.

In addition to the above-mentioned creative projects, we have many ideas in development for our short and super short films, including a spoof of Viacom’s basic cable channel MTV, tentatively titled “20 Things You Won’t See on MTV (Like Dignity)"; a parody of the television series “Inside the Actor’s Studio”; a parody of the Carl’s Jr. fast-food restaurant commercials; and a dramatic short film about the field of psychiatry’s influence in the loss of individual liberty and freedom in the U.S.

We also plan to step up our marketing efforts, subject to available financing, of both our company as a whole as well as our indidividual projects. We look forward to more screenings of our first short film, “The G! True Tinseltown Tale: Dude, Where’s My Car?", as well as distributing DVD discs of the film to key entertainment industry players, as we detail in our prospectus. We also plan to distribute copies of our television pilot “The Boiler Twins” in the hopes of gaining sufficient interest from television programmers. To publicize our company as a whole, and drive viewers to our website, we may place some of our written works — currently available through our websitewww.tallyhoventures.com — in the form of an ad placed in entertainment industry trade publications like Hollywood Reporter and Variety, and we may also advertise on-line in certain websites we feel may garner the greatest amount of exposure to our target demographic. Our marketing strategy in this area is to advertise counter-intuitively on sites that are not particularly known for their entertainment industry content, and are not widely advertised on at all, such as political weblogs like andrewsullivan.com and instapundit.com, thereby reaching a powerful and affluent demographic without much competition from other advertisers, in particular those from the entertainment industry.

One problem with our marketing plan that we did not anticipate was the securing of rights to use the song “I’ve Had the Time of My Life” which we use in our “G! Dude?” film. The rights to use this song in non-commercial settings is estimated by attorneys to cost approximately $2,000 to $3,000, although rights are not guaranteed and are subject to the approval of the owners of the copyrights to the song. Without an additional infusion of cash, we will be unable to secure rights to this film and will therefore be severely hampered in our ability to screen our film. For example, we will not be able to upload the film to websites such as ifilm.com or atomfilms.com, nor will we be able to screen our film at film festivals.

Subsequent to the reporting period, on May 6, 2005, an Agreement wa signed between Tally Ho and an unrelated California corporation that has the exact same name: Tally-Ho Ventures, Inc. The California corporation is not a parent, subsidiary nor an affiliated company of the registrant. The sole officer, director and shareholder of the California corporation is Tal L. Kapelner, our CFO and former President and Chairman.

In this Agreement of May 6, we sold our website and all content thereon, as well as our logo, letterhead and any other intellectual property, to the California corporation, in exchange for $200 cash. In connection with this Agreement, an 8-K filing was filed on May 20, 2005, which has the full disclosure and is incorporated herein.

Subsequent to the reporting period, on May 9, 2005, a 1:30 reverse split of all issued and outstanding shares of the Common Stock of Tally Ho was made effective. As a result of the reverse split, a new stock symbol was issued: TLYH. Full disclosure of this reverse split was made on an 8-K/A filing of May 6, 2005, and is incorporated herein.

Subsequent to the reporting period, on May 12, 2005, a Reorganization Agreement was signed by Tally Ho and by the shareholders of Belgravia Intervest Group Limited, a British Virgin Islands company, wherein Tally Ho issues 4,563,490 shares of its Common Stock to the shareholders of Belgravia, and in exchange the shareholders of Belgravia turn in to Tally Ho all issued and outstanding shares of Belgravia, thereby making Belgravia a wholly-owned subsidiary of Tally Ho. In connection with the signing of the Reorganization Agreement, all officers and directors of Tally Ho resigned on May 14, 2005, and new officers and directors were appointed effective beginning May 15, 2005. An 8-K filing with all of the required disclosures regarding the issues surrounding this Reorganization, including a copy of the Reorganization Agreement itself, is being filed concurrently with this 10-QSB and is incorporated herein.

With this Reorganization Agreement, and the earlier Agreement to sell our website and all intellectual property, including website content and ideas for entertainment products, we are, as of May 12, 2005, no longer in the business of producing entertainment products. The new officers, directors and majority shareholders of Belgravia intend to embark Tally Ho on a new business plan, the same one they have worked on at Belgravia Intervest Group Limited, Tally Ho’s subsidiary. The business plan of Belgravia is discussed in the accompanying 8-K filing, which is incorporated herein. Financial statements reflecting the wind-up of the entertainment products business plan and the introduction of the new business plan will be filed as part of Item 9.01 of the accompanying 8-K filing.

We have no purchases or sales of plant and/or significant equipment planned in the next 12 months.

We do not anticipate any significant changes in the number of employees. We currently have zero and anticipate having zero employees in the next 12 months.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

Item 3. Controls and Procedures.

It is Management’s responsibility for establishing and maintaining adequate internal control over financial reporting for Tally Ho. It is the President’s and Treasurer’s ultimate responsibility to ensure the Company maintains disclosure controls and procedures designed to provide reasonable assurance that material information, both financial and non-financial, and other information required under the securities laws to be disclosed is identified and communicated to senior management on a timely basis. The Company’s disclosure controls and procedures include mandatory communication of material events, management review of monthly, quarterly and annual results and an established system of internal controls.

As of March 31, 2005, management of the Company, including the President and Treasurer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures with respect to the information generated for use in this Quarterly Report. Based upon and as of the date of that evaluation, the President and Treasurer have concluded the Company’s disclosure controls were effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the relevant securities laws is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. There have been no changes in the Company’s internal control over financial reporting during the period ended March 31, 2005, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

It should be noted that while the Company’s management, including the President and Treasurer, believes the Company’s disclosure controls and procedures provide a reasonable level of assurance, they do not expect that the Company’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met. Further, the design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to errors or fraud may occur and not be detected.

PART II — OTHER INFORMATION

Item 6. Exhibits

      Index of Exhibits:

31.1 Certification of President pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Treasurer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of President pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Treasurer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

        In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date May 23, 2005 TALLY-HO VENTURES, INC.


BY: /S/ Peter Smith
——————————————
Peter Smith
President

Date May 23, 2005 TALLY-HO VENTURES, INC.


BY: /S/ Tal L. Kapelner
——————————————
Tal L. Kapelner
Chief Financial Officer