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, 2006
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______to ________
Commission file number : 000-50873
TALLY-HO VENTURES, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE | 431988542 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
115 Route d´Arlon
L-8311 Capellen
Luxembourg
(address of principal executive offices)
011-352-26301540
(Issuer’s telephone number)
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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of April 1, 2006, there were 8,650,624 shares of common stock issued and outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
Tally-Ho Ventures, Inc.
Table of Contents
PART I. | FINANCIAL INFORMATION | |
| | |
Item 1. | Financial Statements (Unaudited) | 2 |
| | |
| Condensed Consolidated Balance Sheets | |
| March 31, 2006 and December 31, 2005 | 3 |
| | |
| Condensed Consolidated Statements of Income for | |
| Three Months Ended March 31, 2006 and 2005 | 4 |
| | |
| Consolidated Statement of Stockholders’ Equity | 5 |
| | |
| Condensed Consolidated Statements of Cash Flows | |
| Three Months Ended March 31, 2006 and 2005 | 6 |
| | |
| Notes to Unaudited Condensed Consolidated Financial Information | |
| March 31, 2006 | 7 |
| | |
Item 2. | Management's Discussion and Analysis | 10 |
| | |
| Risks and Uncertainties | 16 |
| | |
Item 3. | Controls and Procedures | 18 |
| | |
PART II. | OTHER INFORMATION | |
| | |
Item 1. | Legal Proceedings | 18 |
| | |
Item 2. | Unregistered Sales of Equity and Use of Proceeds | 18 |
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Item 3. | Defaults Upon Senior Securities | 19 |
| | |
Item 4. | Submission of Matters to a Vote of Security holders | 19 |
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Item 5. | Other Information | 19 |
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Item 6. | Exhibits | 19 |
| | |
| Signatures | 19 |
1
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying financial statements of Tally-Ho Ventures, Inc. (the “Company”) for the three months ended March 31, 2006 and March 31, 2005 have been prepared by the Company’s management and they do not include all information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
Operating results for the quarter ended March 31, 2006, are not necessarily indicative of the results that can be expected for the year ending December 31, 2006.
2
|
CONSOLIDATED BALANCE SHEETS |
[UNAUDITED] |
| | | | Mar 31 | Dec 31 |
| | | | 2006 | 2005 |
ASSETS | | | US Dollars |
| CURRENT ASSETS | | |
| | Cash and Cash Equivalents | $1,389,555 | $588,240 |
| | Escrow Accounts | $2,017,496 | $5,304,681 |
| | Sales Ledger Receivables | $1,169,885 | $2,483,908 |
| | Other Receivables | $299,755 | $117,027 |
| | Accrued Income | | $14,738 |
| | | | | |
| TOTAL CURRENT ASSETS | $4,876,691 | $8,508,594 |
| | | | | |
| Investment in Subsidiaries | | $4,563 |
| Property-Plant and Equipment | | |
| | Furniture and Fittings | $39,335 | $35,565 |
| | Office Equipment | $60,431 | $67,961 |
| Intangible Assets net of amortisation | | |
| | Goodwill | $1,371,245 | $1,411,981 |
| Other Long-term Assets | $18,837 | $18,985 |
| | | | | |
TOTAL ASSETS | | $6,366,539 | $10,047,649 |
| | | | | |
LIABILITIES ANDSTOCKHOLDERS' EQUITY | | |
| CURRENT LIABILITES | | |
| | Escrow Accounts Payable | $1,987,922 | $5,155,848 |
| | Other Amounts Payable | $1,564,850 | $1,566,466 |
| | Commission Payable | $961,510 | $1,891,270 |
| | Income Tax payable | $417,903 | $395,895 |
| | Accrued Payroll | $193,687 | $118,608 |
| | | | | |
| TOTAL CURRENT LIABILITIES | $5,125,872 | $9,128,087 |
| | | | | |
| TOTAL LIABILITIES | $5,125,872 | $9,128,087 |
| | | | | |
| Minority Interest | $345,168 | $339,066 |
| | | | | |
| CAPITAL STOCK | | |
| Common Stock, par value $0.10 per share | | |
| Authorised Shares: 75,000,000 | | |
| Issued Shares: | 8,650,624 | $8,651 | $8,651 |
| Paid-in Capital | | | |
| Retained Earnings | $886,848 | $571,845 |
| | | | | |
| TOTAL SHAREHOLDERS' EQUITY | $895,499 | $580,496 |
| | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $6,366,539 | $10,047,649 |
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TALLY HO VENTURES INC |
STATEMENTS OF INCOME AND RETAINED EARNINGS |
[UNAUDITED] |
| | Three Months Ended |
| | Mar 31 | Mar 31 |
| | 2006 | 2005 |
| | | |
Commission and Advisory Fees Received | $1,667,542 | |
Commission Paid to Advisors | $ (706,914) | |
| | | |
Gross margin from operations | $960,628 | |
| | | |
Operating Expenses | | |
| Remuneration & Social Security | $(354,256) | |
| Administrative Expenses | $(412,789) | $(37,779) |
| Depreciation & Financial Expenses | $ (63,185) | |
| | | |
Income from operations | $130,398 | $(37,779) |
| | | |
Other Revenues/Gains | | |
| Interest revenue | $ 3,750 | |
| Income from Franchising | $ 280,437 | |
Provisions for Income Tax | $(93,481) | |
Minority Interest | $ (6,101) | |
| | | |
Net Profit (Loss) | $315,003 | $(37,779) |
| | | |
| | | |
Basic income per share | $0.036414 | $(0.025013) |
| | | |
Weighted average number of shares outstanding | 8,650,624 | 1,510,376 |
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| | |
TALLY HO VENTURES INC |
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY |
FOR THE QUARTER ENDED MARCH 31, 2006 |
| Common Stock | Paid-in | Retained | Total |
| | | Capital | Earnings | Equity |
| Numbers | Amount | Amount | Amount | Amount |
| | | | | |
Balance at January 1 2006 | 8650624 | $8,651 | $0 | $571,845 | $580,496 |
| | | | | |
Net profit for the quarter ended | | | | | |
March 31, 2006 | | | | $315,003 | $315,003 |
| | | | | |
Balance at March 31, 2006 | 8000715 | $8,651 | $0 | $886,848 | $895,499 |
| | | | | |
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TALLY HO VENTURES INC |
CONSOLIDATED STATEMENT OF CASHFLOWS |
FOR THE THREE MONTHS ENDED MARCH 31 |
| 2006 | 2005 |
CASH FLOWS FROM OPERATING ACTIVITIES | | |
| | |
Net Income: | $315,003 | $(37,779) |
| | |
Decrease in Accounts Payable | $ (929,760) | |
Decrease in Escrow Accounts Payable | $(3,167,926) | |
Decrease in Other Payables | $ 1,616) | |
Increase in Income Tax Payable | $22,008 | |
Increase in Accrued Liabilities | $75,079 | |
Decrease in Accounts Receivables | $1,314,023 | |
Decrease in Accrued Income | $14,738 | |
Decrease in Escrow Accounts | $3,287,185 | |
Increase in Other Receivables | $(182,728) | |
Stock issued for services | | $ 26,000 |
| | |
NET CASH USED IN OPERATING ACTIVITIES | $746,006 | $(11,779) |
| | |
CASH FLOWS FROM NON-OPERATING ACTIVITIES | | |
Decrease in Investment in Subsidiaries | $4,563 | |
Decrease in Fixed Assets | $3,760 | |
Decrease in Intangible Assets | $40,736 | |
Decrease in Long-term Assets | $148 | |
Payments on notes payable to shareholders | | $ (6,442) |
Stock issued for Cash | | $ 8,979 |
Increase in Minority Interest | $6,102 | |
| | |
NET CASH USED IN NON OPERATING ACTIVITIES | $55,309 | $ 2,537 |
| | |
Net change in cash and cash equivalents | $801,315 | $ (9,242) |
Cash and cash equivalents at beginning of period | $588,240 | $9,303 |
| | |
Cash and cash equivalents at end of period | $1,389,555 | $61 |
| | |
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TALLY-HO VENTURES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “S.E.C.”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the consolidated financial position of TALLY-HO VENTURES, INC. (the “Company” or “TALLY-HO”) as of March 31, 2006 and the results of its operations and its cash flows for the three months ended March 31, 2006 and 2005 have been included for the periods presented. The results of operations and cash flows for the three months ended March 31, 2006 are not necessarily indicative of the results to be expected for any other interim period or the full year. The balance sheet at December 31, 2005 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These consolidated financial statements should be read in combination with the audited consolidated financial statements and notes thereto for the year ended December 31, 2005.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and those entities in which we have a variable interest. Intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, valuation of investments, receivables valuation, sales returns, incentive discount offers, inventory valuation, depreciable lives of fixed assets, internally-developed software, valuation of acquired intangibles, income taxes, stock-based compensation, and contingencies. Actual results could differ materially from those estimates.
Earnings per Share
Basic earnings per share is calculated using our weighted-average outstanding common shares.
Intangible Assets
Acquired intangibles totaled $1,371,245 and have estimated useful lives of between one and ten years. The excess of purchase price over the fair value of the net assets acquired is classified as “Goodwill” on our consolidated balance sheets. The results of operations of the acquired business have been included in our consolidated results from the closing date forward.
Depreciation of Fixed Assets
Fixed assets include assets such as furniture and fixtures and office equipment. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets generally five years or less. Depreciation expense is generally classified within the operating expense categories on our consolidated statements of operations
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Other Assets
Included in “Other Long-term Assets” on our consolidated balance sheets are amounts primarily related to security deposits for licenses.
Accrued Expenses and Other Current Liabilities
Included in “Accrued Payroll” at March 31, 2006 includes the accumulated indemnity and social security for employees. Commission Payable represents the brokers who are owed commission on the business in the pipeline which is included in the revenue on accrual basis. Other Amounts Payable included a loan availed for the acquisition of a subsidiary and is still outstanding.
Income Tax Payable
Income Tax Payable represents the Income tax liability to the Grand Duchy of Luxembourg based on the income of the previous year.
Commission and Advisory Fees Received
Commission and Advisory Fees Received included the accrued commission on business on the pipeline after providing for the normal lapses on historical basis.
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 collectibles 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.
Cash and Cash Equivalents
As of March 31, 2006 and December 31, 2005 our cash and cash equivalents of $1,389,555 and $588,240, at fair value, primarily consisted of cash, and bank balances.
Long-Term Debts
We do not have any long term debts
Related Party Transactions
Minority interest represents 15% equity held by La Financiere Wolf Sarl, a company owned by Mr. Emanuel 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.
Legal Proceedings
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.
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Discontinued Operation
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. The assets of the discontinued operation have been eliminated from the books of the Company except the par value of the shares utilized for the acquisition of the discontinued operation.
Outstanding Commitments
In November 2005 the Company entered into a Letter of Intent with ProTrust. The operations of ProTrust are expected to become an operating subsidiary of Tally-Ho Ventures, with key members of 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. The Company hasn’t signed the final agreement during the three months ended March 31, 2006
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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. 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 providing a broad range of sophisticated services, including financial counselling, 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 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.
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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.
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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.
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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.
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.
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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;
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.
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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.
RESULTS OF OPERATIONS
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 quarter ended March 31, 2006 were $1,667,542, compared to revenues of $0.00 for the quarter ended March 31, 2005
The increase in revenues is as a result of the acquisition of Master Finance Holdings S A and transfer of the income stream of this company 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 $706,914 for the quarter ended March 31, 2006, as compared to $0.00 for the same period one year earlier.
Gross Profit: The gross profit from continuing operations for the quarter ended March 31, 2006 was $960,628, compared to $0.00 for the same period one year earlier.
Selling, General and Administrative: The expenses for quarter ended March 31, 2006 were $830,230. Our expenses increased by $792,451, up 2197% (from $37,779 to $830,230) during the quarter ended March 31, 2006, compared to the same period in 2005. Our expenses were made up primarily of general overhead. The large increase in expenses is due to the acquisition of Master Finance Holdings S A which is a company actively running business operations.
Net Profits: The Company had a net profit of $315,003 for the quarter ended March 31, 2006, As compared to $0.00 for the quarter ended March 31, 2005. The profit for the quarter ended March 31, 2006 consisted primarily of $315,003 profit from the operations of Master Finance Holdings S A and its subsidiaries and franchising of Belgravia Intervest Group Limited which is a discontinued operation for the current fiscal year.
LIQUIDITY AND CAPITAL REQUIREMENTS
As of March 31, 2006, the Company had cash of $1,389,555 and total current assets of $4,876,691. Total assets were $6,366,539.
The Company's current liabilities were $5,125,872 as of March 31, 2006, and total liabilities were the same.
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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.
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.
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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 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.
OFF BALANCE SHEET TRANSACTIONS
None.
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ITEM 3. CONTROLS AND PROCEDURES.
a. Evaluation of Disclosure Controls and Procedures. As of March 31, 2006, our management carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our system of disclosure controls and procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
b. Changes in internal controls. There were no changes in internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially effect, our 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 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION AND SUBSEQUENT EVENTS
ITEM 6. EXHIBITS
Index of Exhibits:
| 31.1 | Certification of Chief Executive Officer 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 Chief Financial Officer 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 Chief Executive officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| | | |
| 32.2 | Certification of Chief Financial 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 1, 2006 | | TALLY-HO VENTURES, INC. BY: /s/ Peter Smith —————————————— Peter Smith President, Chief Executive Officer | |
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