UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended March 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number: 333-104631
Tally-Ho Ventures, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware 43-1988542
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
115 Route d' Arlon, L-8311 Capellen, Luxembourg
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Address of principal executive offices
011-352 2630 1540
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(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 12 months(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]
There were 21,699,573 common stock shares issued and outstanding as of May 21,
2007.
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)
Condensed Consolidated Balance Sheets March 31, 2007 and
December 31, 2006
Condensed Consolidated Statements of Operations for three months
ended March 31, 2007 and 2006
Condensed Consolidated Statements of Cash Flows three months
ended March 31, 2007 and 2006
Notes to Unaudited Condensed Consolidated Financial Information
March 31, 2007
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation
Item 3. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity and Use of Proceeds
Item 6. Exhibits
Signatures
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying condensed consolidated financial statements of Tally-Ho
Ventures, Inc. for the three months ended March 31, 2007 have been prepared by
our management and 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 three months period ended March 31, 2007, are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2007.
-3-
Tally-Ho Ventures, Inc
Consolidated Balance Sheet
(unaudited)
March 31, December 31,
2007 2006
------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,116,648 $ 1,592,067
Escrow accounts 1,072,748 5,539,573
Marketable securities 354,405 388,576
Accounts receivable 1,967,519 2,706,012
Prepaid expenses - 94,169
------------------------------
Total current assets 5,511,320 10,320,397
------------------------------
Property and equipment, net 194,763 132,587
Deposits - 697,990
Customer list, net 9,650,439 9,547,894
Goodwill 5,122,913 5,122,913
Other assets - 12,986
------------------------------
TOTAL ASSETS $ 20,479,435 $ 25,834,767
==============================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,545,858 $ 3,344,245
Escrow accounts payable 1,072,748 5,449,456
Due to related party 135,215 -
Accrued expenses 1,522,964 1,653,572
Stock payable - 874,392
Derivative liability - 1,559,055
Current portion of notes payable 1,184,790 4,302,044
------------------------------
Total current liabilities 6,461,576 17,182,764
Notes payable 1,117,392 1,357,612
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Total liabilities 7,578,968 18,540,376
------------------------------
MINORITY INTEREST 644,823 629,906
------------------------------
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value;
75,000,000 shares authorized;
20,730,102 and 14,192,162 shares issued
and outstanding 20,731 14,193
Additional paid-in-capital 15,071,796 9,052,916
Other comprehensive loss (164,033) (69,706)
Accumulated deficit (2,672,849) (2,332,918)
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Total shareholders' equity 12,255,645 6,664,485
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 20,479,435 $ 25,834,767
==============================
The accompanying notes are an integral part of the financial statements.
-4-
Tally-Ho Ventures, Inc
Consolidated Statements of Operations
(unaudited)
For the Three Months Ended
March 31,
(restated)
2007 2006
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Advisory commission received $ 3,455,324 $ 1,667,542
Commission paid to advisors 1,654,984 706,914
Selling, general and administrative 1,750,728 767,045
Depreciation and amortization 590,018 180,052
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INCOME (LOSS) FROM OPERATIONS (540,405) 13,351
OTHER INCOME (EXPENSES)
Interest income 331,216 3,750
Interest expense (76,312) (184,815)
Gain (loss) on derivatives - 869,190
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INCOME (LOSS) BEFORE MINORITY INTEREST AND
INCOME TAXES (285,501) 701,656
LOSS ATTRIBUTABLE TO MINORITY INTEREST 14,917 6,101
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INCOME (LOSS) BEFORE INCOME TAXES (300,418) 695,555
PROVISION FOR INCOME TAXES 39,512 93,481
------------------------------
NET INCOME (LOSS) $ (339,931) $ 602,074
==============================
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ (0.02) $ 0.07
BASIC AND DILUTED WEIGHTED AVERAGE SHARES
OUTSTANDING 20,730,102 8,650,624
The accompanying notes are an integral part of the financial statements.
-5-
Tally-Ho Ventures, Inc
Consolidated Statements of Cash Flows
(unaudited)
For the Three Months Ended March 31,
(restated)
2007 2006
--------------------------------
Cash flows from operating activities
Net income (loss) $ (339,931) $ 602,074
Adjustments to reconcile net income (loss)
to net cash flows used in operating
activities:
Stock for services 100,000 -
Depreciation 15,627 24,766
Amortization of customer list 574,391 155,286
Loss attributable to minority interest 14,918 6,101
Amortization of debt discount 42,593 183,681
Gain on derivative - (869,190)
Changes in assets and liabilities:
Accounts receivable 832,662 1,414,159
Accounts payable (753,974) (692,601)
Minority interest - (6,625)
Accrued expenses and other current
liabilities 135,215 (692,601)
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Net cash used in operating activities 621,502 817,651
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Cash flows from investing activities
Decrease in escrowed cash 90,117 --
Purchase of fixed assets (43,765) (1,845)
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Net cash provided by investing activities 46,352 (1,845)
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Cash flows from financing activities
Proceeds from sale of stock 202,249 -
Principal payments on debt (285,367) -
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Net cash used in financing activities (83,118) -
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Currency translation adjustment (60,156) -
--------------------------------
Net change in cash and cash equivalents 524,581 815,807
Cash and cash equivalents
Beginning of year 1,592,067 603,322
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End of period $ 2,116,648 $ 1,419,129
================================
Supplemental disclosures of cash flow
information
Cash paid for interest $ - $ -
Cash paid for taxes - -
Non Cash Investing and Financing
Transactions:
Purchase of customer list with deposit $ 676,937 -
Common stock issued for notes payable and
accrued interest 3,289,181 -
Derivative liability settled with stock 1,559,055 -
Common stock issued for stock payable 874,392 -
The accompanying notes are an integral part of the financial statements.
-6-
Tally-Ho Ventures, Inc.
Notes to Condensed 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. 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 necessary to
present fairly the consolidated financial position of Tally-Ho Ventures, Inc. as
of March 31, 2007 and the results of its operations and cash flows for the three
month periods ended March 31, 2007 and 2006 have been included. The results of
operations and cash flows for the three month periods 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, 2006 has been extracted from the
audited financial statements for the 12 months period ended December 31, 2006
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, 2006.
The preparation of financial statements in conformity with Generally Accepted
Accounting Principles 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 tax, stock-based
compensation, and contingencies. Actual results could differ materially from
those estimates.
2. Going Concern
As shown in the accompanying financial statements, Tally Ho had a working
capital deficit of ($950,256) as of March 31, 2007. This condition raises
substantial doubt as to Tally Ho's ability to continue as a going concern. The
financial statements do not include any adjustments that might be necessary if
Tally Ho is unable to continue as a going concern.
3. Purchase of Customer List
On January 3, 2007, Tally Ho purchased the customer list of Primus Produkt &
Vertriebs- Management SA for $676,936. The customer list will be amortized over
five years. Amortization of this customer list for the three months ended March
31, 2007 was $33,847.
4. Common Stock
During the quarter ended March 31, 2007 Tally Ho issued:
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- 207,000 shares of common stock with 500,000 warrants for cash of
$225,000, net of offering costs of $22,750. 18,000 shares of common
stock were issued to the placement agent and recorded as offering
costs.
- 900,000 shares of common stock to settle $1,429,166 of short term
loans consisting of principal of $1,400,000 and accrued interest of
$29,166.
- 1,500,000 shares of commons stock to settle its 1,300,000 Euro
convertible note, at the same time eliminating its derivative
liability. The principal and interest were $1,714,700 and $145,315,
respectively.
- 3,812,940 shares of common stock for prior period stock payable
totaling $874,932.
- 100,000 shares of common stock valued at $100,000 for services.
5. Restatement
The statement of operations for the three months ended March 31, 2006 was
restated. See the summary and the notes below:
Previously
Stated Restated
2006 Adjustment 2006
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REVENUE
Advisory commission received $ 1,667,542 - $ 1,667,542
COST OF SALES
Commission paid to advisors (706,914) - (706,914)
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GROSS PROFIT 960,628 - 960,628
OPERATING EXPENSES
Selling, general and administrative 767,045 - 767,045
Depreciation and amortization 63,185 (116,867) (1) 180,052
------------------------------------ ----------------
LOSS FROM OPERATIONS 130,398 (116,867) 13,531
OTHER INCOME (EXPENSES)
Interest income 3,750 - 3,750
Income from franchising 280,437 (280,437) (2) -
Gain on derivatives - 869,190 (3) 869,190
Interest expense - (184,815) (4) (184,815)
------------------------------------ ----------------
INCOME BEFORE MINORITY INTEREST AND INCOME
TAXES 414,585 287,071 701,656
LOSS ATTRIBUTABLE TO MINORITY INTEREST 6,101 - 6,101
------------------------------------ ----------------
INCOME BEFORE INCOME TAXES 408,484 287,071 695,555
PROVISION FOR INCOME TAXES 93,481 - 93,481
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NET INCOME $ 315,003 $ 287,071 $ 602,074
==================================== ================
BASIC AND DILUTED INCOME PER SHARE $ 0.04 $ 0.03 $ 0.07
BASIC AND DILUTED WEIGHTED AVERAGE SHARES
OUTSTANDING 8,650,624 - 8,650,624
(1) Amortization of customer list acquired in acquisition of Master Finance
Europe, SA and Master Finance Belgium, SA
(2) Reversal of uncollectible franchising income from an agreement that was
cancelled
(3) Decrease in fair value of previously unrecorded derivative liability
(4) Amortization of previously unrecorded discount on note payable where
discount related to embedded derivative
-8-
6. Derivative
In January 2007, Tally Ho converted the note payable that contained an embedded
conversion option derivative. The related derivative liability of $1,559,055 was
removed as a credit to additional paid in capital due to settlement of the note
in Tally Ho's common stock.
7. Subsequent Events
Subsequent to March 31, 2007 Tally Ho issued 817,008 shares of common stock with
895,940 warrants for $888,087, less offering costs of $79,928. As a result of
this transaction, Tally Ho agreed to issue 73,531 shares of stock with 79,928
warrants to the placement agent as offering costs.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Caution Regarding Forward-Looking Information
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-QSB and on
numerous assumptions and developments that are not within our control. Although
the Company believes these forward-looking statements are reasonable and its
expectations are based on arguable assumptions, the Company cannot assure you
these expectations will turn out to be correct.
Description of Business
History and Development of the Business
-9-
We are 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.
Tally-Ho Ventures, Inc. was incorporated on November 21, 2002 as a
Delaware corporation
We acquired 87.5% of Master Finance Holdings, a Luxembourg based
company in the financial services industry, was acquired on September 27, 2005
for about $7.25 million in cash, stock and debt. We retain an option to purchase
the remaining 12.5%.
On August 4, 2006, we acquired Protrust Private Clients SA for
US$2,000,000,and 1,500,000 shares of common stock.. This company was then
renamed to Master Trust SA.
On January 3, 2007, we acquired the customer list and some employees of
Primus Produkt - & Vertriebs - Management SA. for 500,000 Euros. The name of the
entity has been changed to Master Finance Switzerland SA.
Industry Background
There are a large number of expatriate workers around the world. Due to
the tax free status enjoyed by expatriates living in various countries, reduced
cost of living in several countries and attractive perquisites for such
expatriates, most of such expatriates are capable of retiring at an early age
compared to those who are working in their home countries. Such expatriates
would generally be interested in investing their savings in various
international investment plans providing a regular pension during their
retirement life. However, until the end of late 1990s, the number of companies
specialized in providing financial advice to expatriate employees was small. In
the late 1990s and early years of the current decade, several independent
financial advisers set up their business outside their home countries and
started advising the expatriate community.
The small independent financial advisers who provide specialized
services to individuals are not well established to provide the facility
available to large enterprises and those large enterprises that provide services
to the expatriate community were too big and generalized and therefore could not
provide the personalized requirements of the investors. Such a situation created
requirement of business entities that unite the operations of independent
financial advisers to bring them under the umbrella of a large enterprise but
still operating as a small entity with regard to the services being provided to
their individual clients.
Our main focus is to become an industry leader among such institutions
who hold small independent financial advisers under ownership without
neutralizing the uniqueness and tradition of such small entities. Most of the
successful small entities are managed by families or trusts and are successfully
operating for several years due to the credibility or personal charisma of
individuals who lead these businesses. We therefore are focused on acquiring
100% ownership of such small firms while leaving the old management in place by
providing them the required infrastructure to carry on with the business without
making any adverse changes to the nature of personalized services provided by
those individual institutions, while offering an economy of scale.
-10-
We estimate that there is a large number of small independent financial
advisers and see huge potential in acquiring several of those small firms to
become an industry leader, while maintaining the management of the small
companies.
Our Solution
We identify those successful companies which, in our estimate, may have
technical problems due to the fact that their infrastructure is not developed or
are facing problems with local regulators due to strict compliance standards
which only a large sized organization can fulfill or facing problems to obtain
terms of business with top level product providers due to the fact that these
small institutions cannot comply with the minimum standards of such providers.
Once such an institution is identified, we approach it and negotiate an
acquisition. Once acquired, we address various issues related to infrastructure,
regulatory matters and seek to establish business with investment houses and the
profit of the acquired institutions shall be increased naturally.
We acquire small companies that are, in our estimate, running at a loss
due to the fact that their infrastructure is not developed and there is lack of
sufficient and capable management and also facing the problems with local
regulators due to strict compliance standards which only a large sized
organization can fulfill or facing problems to obtain terms of business with
product providers due to the fact that these small institutions cannot comply
with the minimum standards of such providers. Once we acquire such companies, we
either amalgamate the loss making business to another successfully running
subsidiary company or merge one or more loss making companies and place new
management in place.
Our Strategy
While the subsidiaries are allowed to maintain their uniqueness in
relation to their approach to clients, Tally-Ho Ventures, Inc. identifies
priorities, targets and goals when developing the distribution capability and
the business infrastructure. We identify the following characteristics 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 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 support that story;
o An infrastructure with competent and efficient management 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 of clarity and consistency along with a shared
belief in the overall client proposition and management standards and
values.
To comply with the enhanced standards recommended by various regulators
based in OECD countries, Tally-Ho Ventures, Inc. focuses on the design and
implementation of financial templates for each distribution channel against
which the business units within each channel can be measured. Tally-Ho Ventures,
Inc. is now focusing on the alignment of systems and controls, while building
towards a commonality of culture across various distributions channels. Our
efforts here are geared around client proposition which ensures that all
independent financial advisors follow the same advice process, using the same
documentation, and applying the same service standards, but keeping the identity
and uniqueness of the respective entities.
-11-
Direct Operations
We do not conduct any business with direct customer interaction. All
the business operations are conducted through its wholly owned subsidiaries.
There are various kinds of insurance policies designed by various product
providers to suit the demands of different kind of individuals. The terms and
conditions of such policies depend on the institutions and our subsidiaries find
out the most suitable policy or investment scheme for any individual customer.
Financial consultants associated with these subsidiaries are well trained and
experienced in the localized insurance and investment industry and therefore
they will be able to identify the needs of each individuals which vary from
country to country, age group to age group and income group to income group.
The principal nature of business in which the subsidiaries involved are
classified in to two:
I. Lump Sum Investments
Where an individual has enough savings accumulated at the time of
investment, such individual can invest in a scheme which would provide the
investor either a fixed amount at the date of maturity or a regular income
starting from a fixed date in the future until death or for a fixed time limit.
The insurance companies who accept the funds from the individuals place the
monies in various funds which bring better returns compared to interest revenue
on bank deposits and thereby the investor will be able to obtain a higher
return. Such investments are mainly be made by employees who have already
completed a long term of employment and who are about to retire and the purpose
is to add revenue during their retirement life.
II. Regular Premium Investments
Where an individual is in an employment and is in early years of his
career, he can commit to invest a fixed amount every month for a fixed term and
at the end of the term, he will either be paid a lump sum amount in return or a
regular income for a fixed period or until death. Individuals join such schemes
when they forecast the necessity of lump sum finance in future or for the
purpose of the education of children or for pension at the time of retirement.
Generally, both individuals and employers participate in such plans to ensure
that their employees are provided with a pension arrangement sometimes based on
a corporate policy and sometimes due to statutory requirements.
Customers
We grow our customer base through one or more subsidiaries. The
customers are individuals with an income above the national average or high net
worth individuals. Due to the nature of the customers, personalized attention is
of paramount importance and that is why we believe large corporations fall short
in providing the service they require. Subsidiaries of Tally-Ho Ventures, Inc.
strive and endeavour to provide an utmost personalized service to their
customers. At the same time, none of our customers individually can influence
the turnover more than 0.1% due to the fact that the subsidiaries' clients are
diversified.
-12-
The principal marketing strategy our subsidiaries adopt is to generate
qualified sales leads, build our brand and raise awareness about our business
network as a leading provider of customized financial services. Our marketing
programs include a variety of advertising, events, public relations activities
and web-based campaigns targeted at individual clients and key executives and
decision makers within businesses wherever institutions are applicable.
Our principal marketing initiatives include:
o Launch events to publicize our service to existing customers and
prospects
o Direct mail and email campaigns
o Participation in, and sponsorship of, user conferences, trade shows
and industry events
o Cooperative marketing efforts with partners, including banks and
financial institutions, joint press announcements, joint trade show
activities, channel marketing campaigns and joint seminars
It is our subsidiaries who organize our sales and marketing programs
and we do not directly involve in the administration of their programs once we
have approved the general structure.
Subsidiaries
Master Finance Holdings SA
Master Finance Holdings SA is a Luxembourg based holding company which
owns 100% share capital of Master Finance Belgium SA based in Belgium and 87.5%
share capital of Master Finance Europe SA in based in Luxembourg. On September
27, 2005, Tally-Ho Ventures, Inc entered in to a Share Purchase Agreement for
acquisition of 100% of the ownership interest in Master Finance Holdings SA. 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. The Company only markets products through its proprietary
sales force of 20 people and its network of 200 insurance brokers. The products
which are marketed by Master Finance Holdings SA 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 and 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, the company diversified its
products base into offering With Profit Bonds from high profile providers and
sales peaked in the year 2001 at 231 million Euros in total sales. Sales
declined in 2001 and 2002 mainly due to the sale of the German arm of the
business to Clerical Medical International. However, a general downturn in the
stock market, and the consequential low bonus payments within the funds, caused
sales to slow to 69 million Euros in 2002. Sales were further impacted with the
closure of a Clerical and Medical International 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 the company 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 the
company negotiated with the Prudential International to offer a With Profits
Funds on an exclusive basis and, with the upturn in the stock market, sales
began to recover and since 2003 sales have improved by 20% annually.
-13-
The company operates on an initial commission basis because of the
nature of the products that are sold. All business processed are lump sum
investments and no regular premiums are dealt with, although the Company is
developing programs for pension and the mortgage product. There are a small
amount of renewal commissions amounting to 150,000 Euros per annum.
The company had a geographically diverse shareholding which, the
management felt, was over complicated and required restructuring. This has been
achieved by the incorporation of Master Finance Belgium SA in Belgium and Master
Finance Europe SA in Luxembourg. These Companies were formed by re-organizing
the then existing business of Master Finance SA branches in Belgium, Luxembourg,
Germany and France.
Master Finance Belgium SA
Master Finance Belgium SA is a wholly owned subsidiary of Master
Finance Holdings SA and is located in Brussels. It has a diversified clientele
which includes the employees of European Union Secretariat and Parliament and
several private institutions. The business of Master Finance Belgium SA is
generated by 20 financial advisers reporting directly to the sales director. It
also generates a considerable amount of business from independent brokers.
Master Finance Europe SA
Master Finance Europe SA a wholly owned subsidiary of Master Finance
Holdings SA and is located in Luxembourg, the hub of fund management in European
Union. The business is generated by more than 200 independent individual brokers
spread across Luxembourg, Belgium, the Netherlands, Germany and France. The
individual brokers are being administered by broker consultants or inspectors.
Due to the low operating costs and reduced corporate tax rates prevailing in
Luxembourg, Master Finance Europe SA makes a higher volume based profit compared
to Master Finance Belgium SA.
Master Trust SA
On November 29 2005, the Company signed heads of agreement to execute
share purchase agreement for the acquisition of 100% of the ownership interest
of Protrust Private Clients S.A. (Protrust). Protrust which was originally
established in 1992, transformed itself into an authorized fiduciary trust in
August 1996 and named 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 Swiss Cantonal Government. As such Protrust is able to
offer full range of services to its 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.
-14-
Protrust has acted as an interface between United Kingdom 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.
We believe that Protrust has managed this type of business well for over a
decade. The competitive advantage has come through specialization and
concentration on a niche product and by providing services for investors and
distributors.
We estimated that Protrust was cost effective, as it was able to manage
a large portfolio without the need for large staff. Under the terms of the
letter of intent, the operations of Protrust were expected to become our
operating subsidiary with key members of the Protrust management team entering
into long-term employment contracts.
On August 4, 2006 the Company entered into final agreement to complete
the acquisition of Protrust Private Clients SA, a Swiss fiduciary company. The
Company has changed the name of Protrust Private Clients SA to Master Trust SA
with effect from September 1, 2006. The financial statements included in this
report include the financial results of Master Trust SA. Key members of the
management who were working with Master Trust have entered into employment
contracts.
Master Finance Switzerland SA
On September 16 2006, the Company signed heads of agreement to execute
share purchase agreement for the acquisition of 100% of the ownership interest
of Primus Produkt- & Vertriebs- Management SA (Primus). Primus was originally
established in 1996, transformed itself into an authorized fiduciary trust in
May 1998. Primus 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 eight years, Primus has built up a
significant portfolio of funds under management, which generates a substantial
ongoing revenue stream.
Primus has acted as an interface between United Kingdom and offshore
life offices and independent intermediaries in Italy, Germany and the Far East
and is regarded as one of the founders of leveraged "With-Profits Bond"
business. Primus has engaged in and managed this type of business for over a
decade. The competitive advantage has come through specialization and
concentration on a niche product and by providing services for investors and
distributors. On January 3, 2007, Master Finance Europe SA entered into final
agreement to complete the purchase of Primus' customer list.
Competition
The international financial advisory market displays a number of unique
characteristics, which can be summarized as follows:
o The market is fragmented, and is dominated by individual financial
advisers apart from the banks.
o The market is still largely commission driven, although this is slowly
changing.
o Most of these small financial advisers are focused on cash flow. They
lack the financial resources and expertise to develop their businesses
beyond break-even point.
o Following the closure of Towry Law International in 2004, no financial
advisers group dominates the market. Most financial adviser groups
disintegrate after a few years usually because of their focus on
success in the short term.
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The financial advisory services are highly regulated in European Union
and Switzerland. The United Kingdom compliance model is being introduced in many
jurisdictions and international financial advisers are concerned by, and are
largely unprepared for, the consequences and the costs of regulation.
Few international financial advisers have made significant investment
into information technology support systems and personnel. We believe this will
hamper their ability to survive healthily in the more regulated markets.
Government Regulations
The European regulatory environment is continuously changing to reflect
the strict regulatory standards set by each European country. Tally Ho needs to
ensure that it agents and staffs are aware of all changes and act in compliance
with such laws. The Company continuously educates its staff about the new
standards and amendments to the statutes to maintain the knowledge of its staff
up to date
Liquidity and Capital Requirements
As of March 31, 2007, the Company had a cash balance of $2,116,648 which is an
increase from $1,592,067, the cash balance at the beginning of the year.
Risk Factors
We Have Had Limited Operations Which Makes Our Future Operating Results
Difficult To Predict
We were incorporated as a Delaware corporation in 2002 and began
operating in 2005. We have a limited operating history. We face the risks and
uncertainties of other early-stage companies. As a result of our limited
operating history, we may not be able to correctly estimate our future operating
expenses, which could lead to cash shortfalls. Our budgeted expense levels are
based in part on our expectations concerning future revenues. We may be unable
to adjust our operations in a timely manner to compensate for any unexpected
shortfall in revenues. Accordingly, a significant shortfall in demand for our
services would decrease our revenues and could have an immediate and material
adverse effect on our business, results of operations and financial condition.
To the extent that expenses precede or are not rapidly followed by increased
revenue, our business, results of operations and financial condition may be
materially adversely affected.
Our Profitability Is Dependent Upon the Health of the Markets In Which We
Operate
We operate primarily in Luxembourg, Belgium and Switzerland and our
clients are based in several European Union countries and, as a result, our
financial condition, results of operations and cash flows are subject to changes
in the economic conditions in those areas. Our success depends upon the business
activity, population, income levels, deposits and real estate activity in these
markets. Although our customers' business and financial interests may extend
well beyond these market areas, adverse economic conditions that affect these
market areas could reduce our growth rate, affect the ability of our customers
to repay their loans to us and generally affect our financial condition and
results of operations.
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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. We
believe we are 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 our Control 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.
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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.
Technology Is Continually Changing and We Must Effectively Implement New
Technologies
The financial services industry is undergoing rapid technological
changes with frequent introductions of new technology-driven products and
services. In addition to better serving customers, the effective use of
technology increases efficiency and enables us to reduce costs. Our future
success will depend in part upon our ability to address the needs of our
customers by using technology to provide products and services that will satisfy
customer demands for convenience as well as to create additional efficiencies in
our operations as we continue to grow and expand our market areas. In order to
anticipate and develop new technology, we employ a qualified staff of internal
information system specialists and consider this area a core part of our
business. We do not develop our own software products, but have been able to
respond to technological changes in a timely manner, through association with
leading technology vendors. We must continue to make substantial investments in
technology which may affect our net income.
Changing Regulatory Requirements May Affect the Profitability of Our Business or
Limit Our Ability to Conduct Business
The regulated operating environment for wealth management and financial
services continue 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 seminars and study classes
about 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.
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The Capital Requirements of the Company may Require Additional Equity Funding,
Which Would Dilute the Ownership of Our Current Stockholders
The Company 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.
Legal Action By Unsatisfied Clients Might Invoke Necessity Of Payment Of
Compensation.
In the course of its business operations there could be unsatisfactory
customers who may take up legal actions against the Company or its subsidiaries.
There are several complaints pending against the subsidiaries and its officers.
Such pending complaints are of ordinary nature in the industry in which the
Company and its subsidiaries are operating. In the event of such legal actions
ending up in a judgment favorable to such customers, that can affect the
profitability of the Company in the future and may affect the cash flow
requirements too. Management does not have any reason to believe that any of the
pending complaints would lead to a judgment decree against the Company or its
subsidiaries.
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. This primarily refers to the vendors of Master Trust SA to whom
the company owed $2,847,095 and contingency liability upon the variance in share
price at the year end. Rest of the outstanding liabilities are either discharged
or do not involve considerable as of the date of reporting.
Our Acquisitions Of Companies May Result In Disruptions In Business And
Diversion Of Management's Attention
Any acquisitions will require the integration of the operations,
products and personnel of the acquired businesses and the training and
motivation of these individuals. Such acquisitions may disrupt our operations
and divert management's attention from day-to-day operations, which could impair
our relationships with current employees, customers and partners. We may also
have to or choose to incur debt or issue equity securities to pay for any future
acquisitions. These issuances could be substantially dilutive to stockholders.
In addition, our profitability may suffer because of acquisition-related costs
or amortization or impairment costs for acquired goodwill and other intangible
assets. If management is unable to fully integrate acquired business, products
or person with existing operation, we may not receive the benefits of the
acquisitions, and our revenues and stock trading price may decrease.
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Our Business Plan and Proposed Strategy Has Not Been Independently Evaluated
We have not obtained any independent evaluation of our business plan
and proposed business strategy. There can be no assurance that our proposed
strategy will generate sufficient revenues to maintain profitability.
We Do Not Anticipate Paying Dividends on Common Shares In The Foreseeable Future
Since our inception we have not paid any dividends on our common stock
and we do not anticipate paying any dividends on our common stock in the
foreseeable future. We expect that future earnings applicable to the common
shareholders, if any, will be used for working capital and to finance growth.
Future Sales of Our Common Stock May Depress Our Stock Price
The market price of our common stock could decline as a result of sales
of substantial amounts of our common stock in the public market, or as a result
of the perception that these sales could occur. In addition, these factors could
make it more difficult for us to raise funds through future offerings of common
stock. As of May 15, 2007, we have 75,000,000 authorized shares of which
21,782,582 shares of common stock are issued and outstanding.
There Is a Limited Public Trading Market For Our Common Stock
Our stock is currently quoted on the OTC-BB under the trading symbol of
"TLYH.OB". There is a limited public trading market for our common stock.
Without an active trading market, there can be no assurance of any liquidity or
resale value of our common stock, and stockholders may be required to hold
shares of our common stock for an indefinite period of time.
Our Stock Price Has Been Volatile And May Fluctuate In The Future
The trading price of our securities may fluctuate significantly. This
price may be influenced by many factors, including (without limitation):
o our performance and prospects;
o the depth and liquidity of the market for our securities;
o investor perception of us and the industry in which we operate;
o changes in earnings estimates or buy/sell recommendations by analysts;
o general financial and other market conditions; and
o domestic and international economic conditions.
Public stock markets have experienced, and are currently experiencing,
substantial price and trading volume volatility. These broad market fluctuations
may adversely affect the market price of our securities. In addition,
fluctuations in our stock price may have made our stock attractive to momentum,
hedge or day-trading investors who often shift funds into and out of stocks
rapidly, exacerbating price fluctuations in either direction particularly when
viewed on a quarterly basis.
-20-
As A Public Company, Our Business Is Subject To Numerous Reporting Requirements
That Are Currently Evolving And Could Substantially Increase Our Operating
Expenses And Divert Management's Attention From The Operation Of Our Business
The Sarbanes-Oxley Act of 2002, which became law in July 2002, has
required changes in some of our corporate governance, securities disclosure and
compliance practices. In response to the requirements of that Act, the SEC and
the national stock exchanges have promulgated new rules and listing standards
covering a variety of subjects. Compliance with these new rules and listing
standards has significantly increased our legal and financial and accounting
costs, and we expect these increased costs to continue. In addition, the
requirements have taxed a significant amount of management's and the Board's
time and resources. Likewise, these developments may make it more difficult for
us to attract and retain qualified members of our board of directors,
particularly independent directors, or qualified executive officers.
As directed by Section 404 of the Sarbanes-Oxley Act, the SEC adopted
rules requiring public companies to include a report of management on the
company's internal controls over financial reporting in their annual reports on
Form 10-KSB that contains an assessment by management of the effectiveness of
the company's internal controls over financial reporting. In addition, the
public accounting firm auditing the company's financial statements must attest
to and report on management's assessment of the effectiveness of the company's
internal controls over financial reporting. This requirement will first apply to
our annual report on Form 10-KSB for our fiscal year ending December 31, 2007.
If we are unable to conclude that we have effective internal controls over
financial reporting or, if our independent auditors are unable to provide us
with an unqualified report as to the effectiveness of our internal controls over
financial reporting as of December 31, 2007 and future year-ends as required by
Section 404, investors could lose confidence in the reliability of our financial
statements, which could result in a decrease in the value of our securities.
Your Ownership Could Be Diluted By Future Issuances Of Our Stock, Options,
Warrants Or Other Securities
Your ownership in the Company may be diluted by future issuances of
capital stock or the exercise of outstanding or to be issued options, warrants
or convertible notes to purchase capital stock. In particular, we may sell
securities in the future in order to finance operations, expansions or
particular projects or expenditures.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceedings or aware of any
pending legal proceedings against us that, individually or in the aggregate,
would have a material adverse affect on our business, results of operations or
financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 10, 2007, we completed the sale of 459,982 shares of
unregistered common stock, par value $0.001 per share, at a purchase price of
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$1.087 per share, and a warrant to purchase 500,000 common stock shares at $2.00
per share, in a private placement transaction. The warrant may be exercised at
any time in the warrant holder's discretion. The gross proceeds of the private
placement to the Company were in the amount of $525,000. The common stock shares
sold in the private placement represent approximately 2.19% of the outstanding
common stock of the Company on the closing date of the transaction. We paid
sales commissions to a registered broker-dealer in the amount of 9% of the
amount of the Securities sold in the private placement, or $47,250. We intend to
use proceeds from the offering for general working capital purposes.
The common stock and securities issuable upon exercise of the warrant
are eligible for certain registration rights under the terms of a certain
Registration Rights Agreement (the "RRA"). Under the terms of the RRA, the
Company agreed to prepare, file and use its best efforts to maintain
effectiveness of, at its own expense, a registration statement under the
Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange
Commission (the "SEC") to register the resale of the Securities (the
"Registrable Securities") and to cause the registration statement to be filed
with the SEC within one hundred eighty (180) days from the Closing Date (the
"Filing Date"). In the event that (i) such registration statement is not filed
with the SEC by the Filing Date or not declared effective by the SEC on or prior
to the ten (10) month anniversary of the Closing Date, (ii) after such
registration statement is declared effective by the SEC, sales of the securities
covered by such registration statement cannot be made pursuant thereto, or (iii)
the Common Stock is not listed or traded on major stock exchanges or on the
Over-the-Counter Bulletin Board, then each investor in the private placement
will be entitled to receive a one-time payment of additional Common Stock shares
in the amount equal to 10% of the number of the Securities purchased by such
investor, on a pro rata basis, in the private placement (the "Additional
Securities") and such Additional Securities will be included in the Company's
registration statement along with other Registrable Securities. In addition, for
the duration of the Registration Period (as defined below), the Company agreed
to include all or any part of the Registrable Securities and the Additional
Securities, if any, in its registration statement in connection with any
underwritten public offering, subject to the managing underwriter limitations
and restrictions. The foregoing piggy-back registration rights will only be
available in the event the Company fails to file timely, obtain or maintain
effectiveness of the registration statement filed with the SEC as described
above. The Registration Period covers the period of time after the Filing Date
until such date as is the earlier of (i) the date on which all Registrable
Securities have been sold or (ii) the date on which such securities may be
immediately sold to the public without registration or restriction under the
Act. The RRA contains certain other terms and provisions customary for
agreements of this nature. Any description of the RRA terms in this filing is
qualified in its entirety by the text of the RRA.
The offer and sale of the Securities was made pursuant to exemptions
from the registration requirements of the Act and Rule 506 of Regulation D
promulgated thereunder. All of the offers and sales of the common stock were
made exclusively to "accredited investors" (as such term is defined in Rule
501(a) of Regulation D) in offers and sales not involving a public offering
insofar as the purchasers in the private placement purchased the securities for
their own account and not with a view towards or for resale in connection with
their distribution. The private placement was conducted without general
solicitation or advertising.
Item 3. Controls and Procedures.
It is Management's responsibility for establishing and maintaining
adequate internal control over financial reporting for Pebble Beach Enterprises.
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It is our CEO's and CFO's ultimate responsibility to ensure that we maintain
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. Our 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 2007, our management, including CEO and CFO, conducted
an evaluation of the effectiveness of the design and operation of our 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, our CEO
and CFO have concluded that our disclosure controls were not effective to
provide reasonable assurance that information required to be disclosed in the
reports that we file or submit under the relevant securities laws is recorded,
processed, summarized and reported within the time periods specified in the
Commission's rules and forms.
Our only significant weaknesses is our lack of familiarity with
differences in European and U.S. accounting rules and disclosures, specifically
in the areas of reverse merger (Tally Ho) discontinued operations (Belgravia),
derivatives and purchase method accounting (Master Finance and Master Trust
acquisitions. We are attempting to upgrade our understanding and knowledge in
this area.
There have been no changes in our internal control over financial
reporting during the period ended March 31, 2007, that have materially affected,
or are reasonably likely to materially affect, ours internal control over
financial reporting.
It should be noted that while our management, including our CEO and CFO, believe
that our disclosure controls and procedures provide a reasonable level of
assurance, they do not expect that our 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.
Item 6. Exhibits
Index of Exhibits:
3.1 Articles of Incorporation *
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3.2 Bylaws *
31.1 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 CFO Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 CEO Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 CFO Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
* Incorporated by reference to our Registration Statement on Form SB-2 filed on
November 7, 2003. File No. 333-104631.
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.
TALLY-HO VENTURES, INC.
Registrant
Date: May 21, 2007
Nigel Greg
Chief Executive Officer, Chairman of the Board
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.
TALLY-HO VENTURES, INC.
Registrant
Date: May 21, 2007
Jose Meleth
Chief Financial Officer, Director
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