UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 15, 2006
Date of report (Date of earliest event reported)
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TALLY HO VENTURES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 333-104631 43-1988542
(State of Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) Identification)
115 Route d' Arlon, L-8311 Capellen, Luxembourg
(Address of principal executive offices, including zip code)
011-352 2630 1540
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On August 4, 2006, Tally Ho Ventures, Inc., a Delaware corporation (the
"Company"), entered into a certain Sale and Purchase Agreement (the "SPA") with
Protrust Financial Services Group SA, a company incorporated under the laws of
the Canton of Ticino, Switzerland ("Protrust"). Under the terms of the SPA,
ProTrust agreed to sell to the Company all of the issued and outstanding shares
of its wholly-owned subsidiary, Protrust Private Clients SA ("Protrust SA"), in
consideration for, among other things, the delivery by the Company of a
promissory note in the amount of US $3,000,000 (the "Promissory Note") and the
issue by the Company to ProTrust of 1,500,000 shares of its common stock, par
value $0.001 per share (the "Consideration Shares"). The parties also entered
into certain ancillary agreements which are referenced in the Company's Current
Report on Form 8-K filed with the SEC on August 16, 2006.
The entire amount payable under the Promissory Note was due on or before
October 31, 2006. Following negotiations, on November 15, 2006, the parties
agreed to amend the Company's repayment of its indebtedness in connection with
the foregoing purchase transaction as follows (without limitation):
(i) The Company agreed to use its best efforts to obtain a purchaser
for the Consideration Shares at a price exceeding US $2,000,000. However,
Protrust will not be obligated to sell the Consideration Shares in the event the
Company identifies such a buyer. The Company further agreed to increase the
amount due under the Promissory Note by the amount, if any, any price received
for the Consideration Shares is less than US $3,000,000;
(ii) The Company also agreed to make quarterly payments in the amounts
of US $350,000 each on March 31st, June 30th, September 30th and December 31,
2007, respectively, and each successive quarter until the Company's indebtedness
is discharged in full;
(iii) Protrust will retain and set off the bank points against the
Company's quarterly payments until the Company's indebtedness is discharged in
full; and
(iv) The Company also agreed to pay to Protrust, within two weeks of the
end of each quarter, a sum, if any, representing the amount by which the profits
of the Company in the immediately preceding quarter exceed their working capital
requirements (defined as the operational costs of the business for a three month
period). In addition, the Company agreed that proceeds of all private stock
sale, borrowings or any other similar capital raising activity will be first
applied to its indebtedness to Protrust other than funds to provide for working
capital.
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Signatures
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 thereunto duly authorized.
TALLY HO VENTURES, INC.
Date: November 21, 2006 By: /s/ Nigel Gregg
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President & Chief Executive Officer
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