UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
Amendment No. 1
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 9, 2007
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 File Number) (IRS Employer
Incorporation or Organization) 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))
Explanatory Note
This Amended Current Report on Form 8-K/A of Tally Ho Ventures, Inc. (the
"Company") constitutes Amendment No. 1 to its Current Report on Form 8-K which
was filed with the Securities and Exchange Commission (the "SEC") on April 18,
2007 (the "Original Filing"). The purpose of this filing is to supplement and
update certain disclosures contained in the Original Filing.
Section 1 - Registrant's Business and Operations
Item 1.02 Termination of a Material Definitive Agreement.
As disclosed in the Original Filing, on April 9, 2007, the Company
terminated a certain Securities Purchase Agreement, dated as of October 13, 2006
(the "SPA"), with Mercatus & Partners, Ltd. ("Mercatus"). On April 24, 2007, the
parties to the SPA executed a Mutual Settlement and Release Agreement (the
"Release"), which contains terms and provisions customary for agreements of such
nature. Following the execution of the Release, Mercatus returned 1,571,428
shares of common stock of the Company issued under the SPA.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit No. Exhibit Title
None.
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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: May 9, 2007 By: /s/ Nigel Gregg
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President & Chief Executive Officer
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