SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2005
TALLY-HO VENTURES, INC.
(Exact name of Registrant as specified in its charter)
333-104631
(Commission File No.)
| Delaware | 43-1988542 |
| ------------------------------ | ----------------- |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| | |
134 Hibiscus Way
The Green Community
P.O. Box 34741
Dubai, United Arab Emirates
9714-885-1391
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Registrant’s address
(949) 509-9858
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Registrant's telephone number, including area code
Check the appropriate box below of the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
The Company's Form 8-K filed on May 23, 2005 reported that on May 12, 2005, Tally-Ho Ventures, Inc., a Delaware corporation (“THOV”) entered into a Reorganization Agreement with Belgravia Intervest Group, Ltd., a British Virgin Islands company (“BELG”), pursuant to which THOV issued to the shareholders of BELG Four million, five hundred sixty-three thousand, four hundred ninety (4,563,490) shares of common stock of THOV. In exchange, the shareholders of BELG transferred to THOV all of the issued and outstanding shares of common stock of BELG. That Form 8-K is hereby amended to include the following pro forma financial statements.
INTRODUCTION TO THE UNAUDITED PRO FORMA
CONDENSED FINANCIAL STATEMENTS
The following unaudited pro forma condensed financial statements have been prepared utilizing the historical financial statements of THOV and BELG. The pro forma condensed financial information is based on the estimates and assumptions set forth in the notes to the pro forma financial information.
The unaudited pro forma information is provided only for comparative purposes and does not purport to be indicative of the results of operations that actually would have been obtained if the purchase had been consummated on the date indicated or the results of operations that may be obtained in the future.
The unaudited pro forma condensed balance sheet assumes that the transaction had occurred on May 12, 2005. The transaction was accounted for under the purchase method of accounting. Under the purchase accounting method, assets acquired and liabilities assumed are recorded at their estimated fair value at the date of the purchase.
The unaudited pro forma condensed statements of operations represent the historical results of operations of the Company for the year ended March 31, 2005 and the three month period ended June 30, 2005, adjusted to reflect the transactions as if they had occurred at the beginning of the period.
2
TALLY-HO VENTURES, INC |
CONSOLIDATED BALANCE SHEETS |
(Unaudited) |
| | March 31, | June 30, |
| | 2005 | 2005 |
| ASSETS | | |
| Current assets: | | |
| Cash and cash equivalents | $61 | $74,666 |
| Investment advisory fees receivable | | $334,549 |
| Prepaid expenses and other current assets | | $8,715 |
| | | |
| Total current assets | $61 | $417,931 |
| | | |
| Fixed assets, net | | $476,273 |
| Acquired client relationships, net | | $23,236,903 |
| Goodwill | | $2,396,526 |
| Other assets | | $124,755 |
| | | |
| Total assets | $61 | $26,652,387 |
| | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | |
| Current liabilities: | | |
| Accounts payable and accrued liabilities | | $195,431 |
| Payables to related party | $26 | |
| | | |
| Total current liabilities | $26 | $195,431 |
| | | |
| Senior convertible debt | | $68,687 |
| | | |
| Total liabilities | $26 | $264,118 |
| | | |
| Stockholders' equity: | | |
| Common stock | $1,516 | $1,516 |
| Additional paid-in capital | $146,676 | $10,000,000 |
| Accumulated other comprehensive income | ($148,157) | $13,455,355 |
| Retained earnings | | $2,931,398 |
| | | |
| Total stockholders' equity | $35 | $26,388,269 |
| | | |
| Total liabilities and stockholders' equity | $61 | $26,652,387 |
3
TALLY-HO VENTURES, INC |
CONSOLIDATED STATEMENTS OF INCOME |
(unaudited) |
| | For the Three |
| | Months Ended |
| | June 30 | June 30 |
| | 2004 | 2005 |
| | | |
| Revenue | | $3,778,260 |
| Operating expenses: | | |
| Compensation and related expenses | $2,918 | $2,603,075 |
| Selling, general and administrative | | $388,763 |
| Other operating expenses | | $202,597 |
| | | |
| | | $3,194,436 |
| | | |
| Operating income | ($2,918) | $583,825 |
| | | |
| Non-operating (income) and expenses: | | |
| Investment and other income | | ($1,890) |
| Interest expense | $121 | |
| | | |
| Net Income | ($3,039) | $585,715 |
| | | |
| Earnings per share | ($0.00007) | $0.073214 |
| | | |
| Average shares outstanding | 44,471,333 | 8,000,000 |
| | | |
4
TALLY-HO VENTURES, INC |
CONSOLIDATED STATEMENTS OF INCOME |
(Unaudited) |
| | For the Three |
| | Months Ended |
| | June 30 | June 30 |
| | 2004 | 2005 |
| CASH FLOW FROM OPERATING ACTIVITIES | | |
| Net Income (Loss) | ($6,835) | $585,715 |
| | | |
| Adjustments to reconcile Net Income to cash flow from (used in) operating activities: | | |
| Depreciation and amortization of fixed assets | | |
| | | |
| Changes in assets and liabilities: | | |
| Increase in investment advisory fees receivable | | ($334,549) |
| Increase in other current assets | | ($8,715) |
| Increase in acquired client relationships | | ($23,236,903) |
| Increase in fixed assets | | ($476,273) |
| Increase in goodwill | | ($2,396,526) |
| Increase in other intangible assets | | ($124,755) |
| Increase in accounts payable, accrued expenses and other liabilities | ($310) | $195,431 |
| Stock issued for acquisition of assets | | $10,000,000 |
| Increase in reserves and surplus | | $13,456,811 |
| Increase in retained earnings | | $2,345,683 |
| Increase imputed interest | $224 | |
| Increase in long term debts | | $68,687 |
| | | |
| NET CASH FLOW FROM (USED IN) OPERATING ACTIVITIES | -$6,921) | $74,605 |
| | | |
| CASH FLOW FROM FINANCING ACTIVITIES | | |
| Proceeds from notes payable to shareholders | $1,650 | |
| Payments on notes payable to shareholders | ($2,596) | |
| Issuance of common stock | $41,200 | |
| | | |
| NET CASH FLOW FROM FINANCING ACTIVITIES | $40,254 | -$0 |
| | | |
| NET CHANGE IN CASH | $33,333 | $74,605 |
| Cash Balance Beginning | $6,268 | $61 |
| CASH BALANCE ENDING | $39,601 | $74,666 |
5
TALLY-HO VENTURES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of Tally-Ho Ventures, Inc. ("Company" or "THV") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included. All inter-company balances and transactions have been eliminated. Certain reclassifications have been made to the prior period's financial statements to conform to the current period's presentation. These reclassifications had no impact on our results of operations or changes in stockholders' equity. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 includes additional information about THV, its operations and its financial position, and should be read in conjunction with this Quarterly Report on Form 10-Q.
| 2. | Commitments and Contingencies. |
The Company and its Affiliates are subject to claims, legal proceedings and other contingencies in the ordinary course of their business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved in a manner unfavourable to the Company or its Affiliates. The Company and its subsidiary establish accruals for matters for which the outcome is probable and can be reasonably estimated. Management believes that any liability in excess of these accruals upon the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial condition or results of operations of the Company.
On May 9, 2005, THV 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 has been accounted for as a reverse merger.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TALLY-HO VENTURES, INC.
Registrant
Date: July 28, 2005
/s/ Peter Smith
Peter Smith, President
