-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GQoyMBVHzDB3DQbPMOZTOx2zkBFE5c+aVO0U2APRaxUb8o2Quk3Wv+YLNNQ1TP7g UVdEHLiuwiPOjYG7Z81d4Q== 0000922423-07-000482.txt : 20070410 0000922423-07-000482.hdr.sgml : 20070410 20070410143324 ACCESSION NUMBER: 0000922423-07-000482 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070410 DATE AS OF CHANGE: 20070410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TALLY HO VENTURES INC CENTRAL INDEX KEY: 0001226944 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 431988542 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82000 FILM NUMBER: 07758610 BUSINESS ADDRESS: STREET 1: 518 OAK STREET 2 CITY: GLENDALE STATE: CA ZIP: 91204 BUSINESS PHONE: 8185507886 MAIL ADDRESS: STREET 1: 518 OAK STREET 2 CITY: GLENDALE STATE: CA ZIP: 91204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vision Opportunity Master Fund Ltd CENTRAL INDEX KEY: 0001349985 IRS NUMBER: 270120759 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O VISION CAPITAL ADVISORS STREET 2: 317 MADISON AVENUE SUITE 1220 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 624-1640 MAIL ADDRESS: STREET 1: C/O VISION CAPITAL ADVISORS STREET 2: 317 MADISON AVENUE SUITE 1220 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 kl04030.htm SCHEDULE 13G Sub Company Filer Id
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
Tally Ho Ventures, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
 
87482R203
  
 
(CUSIP Number)
 
  
March 26, 2007
(Date of Event Which Requires Filing of this Statement)
 
     
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
r Rule 13d-1(b)
x Rule 13d-1(c)
r Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
 


 
CUSIP No. 87482R203
 
 
SCHEDULE 13G
 
 
Page 2 of 6 Pages
 

 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Vision Opportunity Master Fund, Ltd. *
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) r 
(b) r
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Caymen Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
SOLE VOTING POWER
 
959,982
 
6
 
SHARED VOTING POWER
 
0
 
7
 
SOLE DISPOSITIVE POWER
 
959,982
 
8
 
SHARED DISPOSITIVE POWER
 
0
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
959,982
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    [  ]
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
6.9%
 
12
 
TYPE OF REPORTING PERSON*
 
CO

* Adam Benowitz, in his capacity as managing member of the Reporting Person, has ultimate dispositive power over the shares held by the Reporting Person. Mr. Benowitz disclaims beneficial ownership of the shares disclosed herein.


 
 
 


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
CUSIP No. 87482R203
 
 
SCHEDULE 13G
 
 
Page  3 of   6 Pages
 

Item 1(a).       Name of Issuer:

Tally Ho Ventures, Inc.

Item 1(b).       Address of Issuer's Principal Executive Offices:

115 Route d' Arlon
L-8311 Capellen
Luxembourg

Item 2(a).       Name of Person Filing.
Item 2(b).       Address of Principal Business Office or, if None, Residence.
Item 2(c).       Citizenship.

Vision Opportunity Master Fund, Ltd.
20 W. 55th Street, 5th Floor
New York, New York 10019
Cayman Islands

Item 2(d).       Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2(e).       CUSIP Number:
 
87482R203

Item 3.           If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4.       Ownership.* 

The following is information regarding the aggregate number and percentage of the class  of securities of the Issuer identified in Item 1 as of November 1, 2006:

 
(a)
Amount beneficially owned: 959,982 shares of Common Stock (based upon 13,937,985 shares of Common Stock outstanding as of November 1, 2006 as reported in the Issuer’s quarterly report on Form 10-QSB for the quarterly period ended September 30, 2006).

(b)
Percent of Class: 6.9%

(c)
Number of shares as to which such person has:

(i)   sole power to vote or direct the vote: 959,982

(ii)  shared power to vote or direct the vote: 0

(iii) sole power to dispose or direct the disposition of: 959,982


 
 
 

 
 
CUSIP No. 87482R203
 
 
SCHEDULE 13G
 
 
Page  4 of   6 Pages
 

 
(iv)  shared power to dispose or direct the disposition of: 0

*On March 26, 2007, the Reporting Person acquired the following securities from the Issuer in a private placement transaction: (a) 459,982 shares of Common Stock and (b) a Warrant to purchase 500,000 shares of Common Stock expiring March 27, 2009 at an exercise price of $2.00 per share. The Warrant is exercisable into shares of Common Stock at any time at the option of the Reporting Person. Adam Benowitz, in his capacity as managing member of the Reporting Person, has ultimate dispositive power over the shares held by the Reporting Person. Mr. Benowitz disclaims beneficial ownership of the shares disclosed herein.

Item 5.           Ownership of Five Percent or Less of a Class.
 
Not Applicable

Item 6.           Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable

Item 7.       Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not Applicable

Item 8.       Identification and Classification of Members of the Group.
 
Not Applicable

Item 9.           Notice of Dissolution of Group.
 
Not Applicable
 

 
 
 
 


 
CUSIP No. 87482R203
 
 
SCHEDULE 13G
 
 
Page  5 of   6 Pages
 
 

 
Item 10.         Certification.
 
Certification pursuant to §240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 

 

 
 
 


 
CUSIP No. 87482R203
 
 
SCHEDULE 13G
 
 
Page  6 of   6 Pages
 

 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 10, 2007 
 
VISION OPPORTUNITY MASTER FUND, LTD.


By: /s/ Adam Benowitz                     
Name: Adam Benowitz
Title:   Managing Member


 
 
 
 
 
 
 -----END PRIVACY-ENHANCED MESSAGE-----