SB-2

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

                                    FORM SB-2

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             TALLY-HO VENTURES, INC.
                 (Name of small business issuer in its charter)

              Delaware                                                    43-1988542
     (State or jurisdication of        (Primary Standard Industrial     (I.R.S. Employer
     incorporation or organization)      Classification Code Number)   Identification No.)

          518 Oak Street #2, Glendale, California, 91204, 818-550-7886
          (Address and telephone number of principal executive offices)

                 518 Oak Street #2, Glendale, California, 91204
 (Address of principal place of business or intended principal place of business)

                              SAMUEL WIERDLOW, INC.
     3422 Old Capitol Trail #584, Wilmington, Delaware, 19808, 302-777-1642
            (Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public
As soon as practicable after this registration statement becomes effective
________________________________________________________________________________

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [  ]
________________________________________________________________________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offfering.  [  ]
________________________________________________________________________________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offfering.  [  ]
________________________________________________________________________________

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box.  [  ]
________________________________________________________________________________
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                         CALCULATION OF REGISTRATION FEE


____________________ ____________________ ____________________ ____________________ ____________________
  Title of each             Dollar              Proposed             Proposed
class of securities        amount to        maximum offering     maximum aggregate       Amount of
 to be registered        be registered       price per unit       offering price      registration fee
____________________ ____________________ ____________________ ____________________ ____________________

  Common Stock                                   $0.01             $250,000.00             $20.23
____________________ ____________________ ____________________ ____________________ ____________________


                   PART I - INFORMATION REQUIRED IN PROSPECTUS

Item 1. Front of Registration Statement and Outside Front Cover of Prospectus.


                             TALLY-HO VENTURES, INC.

                                   is offering

                      25,000,000 shares of its Common Stock

          These are common shares with a par value of $0.001 per share


Please be advised that no national securities exchanges list these shares being
offerred. And the Nasdaq Stock Market does not list these shares being offerred
either.

IMPORTANT NOTE: INVESTING IN OUR COMPANY, TALLY-HO VENTURES, INC., INVOLVES A
GREAT DEAL OF RISK, FOR MANY DIFFERENT REASONS. PLEASE SEE A LIST OF THE RISK
FACTORS INVOLVED IN INVESTING IN OUR COMPANY, BEGINNING ON PAGE 5 OF THIS
PROSPECTUS.

THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT RECOMMEND
OR ENDORSE THE PURCHASE OF THESE SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

We are offering these shares on a best efforts basis (which means we have no
underwriting agreements at all). This offering will end 90 days from the
effective date of this registration statement. There are no minimum purchase
requirements; if you choose to purchase shares, you may purchase as few as only
one share if you wish. You, the prospective investor, should note that we have
no plans to put the funds from this offering in any escrow, trust, or similar
account.

We are offering these securities for $0.01 cash per share. Since we are offering
25,000,000 shares, the total amount of the offering is $250,000.00. There are no
underwriting discounts or commissions; there are no underwriters involved with
this offering at all, and we are not paying any commissions at all as part of
this offering. All proceeds from the sale of shares in this offering will go to
the registrant, Tally-Ho Ventures, Inc., and will not go to any other person(s).


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Item 2. Inside Front and Outside Back Cover Pages of Prospectus.

                               TABLE OF CONTENTS

Summary Information............................................................3
Risk Factors...................................................................5
Use of Proceeds...............................................................12
Determination of Offering Price...............................................15
Dilution......................................................................16
Plan of Distribution..........................................................16
Directors, Executive Officers, Promoters and Control Persons..................16
Security Ownership of Certain Beneficial Owners and Management................17
Description of Securities.....................................................18
Disclosure of Commission Position of Indemnification for Securities
   Act Liabilities............................................................19
Organization Within Last Five Years...........................................19
Description of Business.......................................................20
Management's Discussion and Analysis or Plan of Operation.....................26
Description of Property.......................................................27
Certain Relationships and Related Transactions................................27
Market for Common Equity and Related Stockholder Matters......................27
Financial Statements........................................................F-1
Indemnification of Directors and Officers.....................................28
Other Expenses of Issuance and Distribution...................................28
Recent Sales of Unregistered Securities.......................................28
Exhibits......................................................................29
Signatures....................................................................29

Item 3. Summary Information and Risk Factors

SUMMARY INFORMATION

Our company, Tally-Ho Ventures, Inc., is a start-up entertainment company. Our
goal is to produce both a) television programs for distribution via broadcast,
cable or satellite television channels, as well as b) films for distribution to
movie theatres or directly to video outlets.

Our plan for operations is as follows:

Phase I (over the next 3 years):
        -   Further develop our website www.tallyhoventures.com and use it as a
            marketing tool for the Company by continually creating entertaining
            content available for free to the public.
        -   Attempt to drive up traffic for the website through, e.g., targeted
            web advertising.
        -   As funds allow, produce short and feature-length films, television
            pilots and web-exclusive video skits and vignettes.
        -   Distribute web-exclusive video skits and vignettes via our website
            and other relevant websites as examples of our work.
        -   In order to generate interest in our work and have our products
            purchased for distribution, submit our short and feature-length
            films to film festivals and markets, as well as to appropriate
            television channels, and also distribute these films via our website
            and other relevant websites, and finally, send out copies of our
            films to members of the entertainment industry who might be
            interested in the content.
        -   Attempt to show and/or submit our television pilots to executives at
            he appropriate television channels for the purpose of having our
            television programs air on their channels; or, in the alternative,
            generate interest in our television pilots by distributing them over
            our website, as well as circulating them among members of the
            entertainment industry.


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Phase II (3-10 years from now):
        -   As funding is available, significantly expand operations to include
            regular, consistent production of television programs, short and
            feature-length films and music videos.
        -   Maintain and update website entertainment content.
        -   Move towards normal, industry-standard marketing and advertising
            channels for our products, and larger-budget productions.

Phase III (10+ years from now):
        -   Consider business combinations with other entertainment companies,
            especially TV and film production companies; or, in the alternative,
            consider either remaining an independent television and film
            production company or expanding into becoming a major studio (such
            as Viacom's Paramount Pictures, Vivendi Universal's Universal
            Pictures and AOL Time Warner's Warner Brothers Studios) or
            "mini-major" studio (such as AOL Time Warner's New Line Cinema or
            Walt Disney Co.'s Miramax).

Phase I of our plan begins with maintaining the website we have already started,
www.tallyhoventures.com, and continually updating it with entertaining material,
including comedic essays and other written prose, as well as make available for
viewing all of the film and video projects that we do (including our first
project, a short film parody which we have just finished shooting entitled "The
G! True Tinseltown Tale: Dude, Where's My Car?", which spoofs the television
series "The E! True Hollywood Story" as well as the film "Dude, Where's My Car?"
released in 2000 by Twentieth Century Fox). We wish to maintain this website as
free to the public, solely as demonstrations of the kind of artistic work of
which we are capable. We hope in time that this website will in and of itself
gain us exposure in the entertainment industry and lead to professional
production opportunities.

Another part of Phase I is the completion of our first project, the short film
parody "The G! True Tinseltown Tale: Dude, Where's My Car?" All photography has
been completed and we are currently in post-production, adding graphics,
narration and music, and editing the film.

Once this first film is complete, we shall upload it onto our website and make
it available for viewing by the public for free. The film will also be submitted
to other websites which make similar short films available for viewing. We shall
also try a new form of marketing scheme: make VHS and DVD copies of the film and
send them directly to the very people and entities in the entertainment industry
we are parodying. We think this is a clever way to get our filmed parodies
recognized in the entertainment industry. For example, in our first short film
parody, we do send-ups of, inter alia, the television series "The E! True
Hollywood Story" and the film "Dude, Where's My Car?" We want to send copies of
the film to executives at both the television program offices as well as the
film production offices, hope that these executives have good senses of humor
and either pass along or make copies of the tapes for others in the
entertainment industry to see. We hope in this way to gain exposure for our
products, leading eventually to our goal of getting a budget to produce a
television show or film.

Other parts of our marketing plan include submitting our work unsolicited to
certain channels - including HBO, Showtime, Independent Film Channel and
Sundance Channel - which regularly air short films by lesser-known suppliers, as
well as submission of our work for inclusion in various film festivals.

This marketing plan is intended to be replicated for most of the films we
produce.

We can continue to operate without the additional funding provided by this
offering. Current operations will not be hindered if this offering is
unsuccessful. We believe that with the website and its initial content already
in place and our first short film nearly complete, the Company's business plan
and operations can continue and will not be placed in jeopardy if this offering
is not successful. Further, Management of the Company has committed to
personally maintaining, if necessary, the financial resources for the Company to
meet its administrative responsibilities over the coming year, in order that our
marketing plan as described above can be pursued. However, selling all $250,000
worth of stock in this offering will not only allow us to keep up our
administrative responsibilities over the next year, including applying for a
priced quotation on the OTC Pink Sheets, it will also allow us to frequently
update our website and increase operations considerably, including producing 1


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television pilot and between 10 and 15 short and super-short films over the next
year, which would present to us a good number of opportunities to try and market
our entertainment products. The fewer number of shares of stock we sell, the
more limited our future operations will be (see Use of Proceeds, below). Selling
fewer than $12,700 worth of stock in this offering (about 5.1% of our offering
amount) will require Management to personally loan the Company funds in order
for our administrative responsibilities for the next year to be met, including
the application for a listing on the OTC Pink Sheets later this year. We may
also try to obtain a loan from a benefactor or a lending institution, or conduct
a future money raise, such as a private placement offering, although none of
these are currently planned.

We have never had a profit, are in poor financial condition and we anticipate no
profits for the first few years, as we build our brand name and recognition
factor among members of the entertainment industry by making a continuous stream
of short films and other entertainment products and marketing them as described
above. And competition in this industry, particularly in the low-budget,
independent film production niche of the industry, is extremely intense. Major
film studios such as Warner Bros. and Sony Corp's Columbia-Tri Star dominate the
industry; "mini-major" film studios such as Miramax and New Line Cinema compete
fiercely to produce and/or distribute low- and mid-budgeted films; smaller
independent production companies such as Shooting Gallery Films, Vivendi
Universal's October Films, Lion's Gate Films and Regent Entertainment are
well-established and use their recognition and track record as leverage to
compete favorably for financing and other resources used to make films; and
there are literally hundreds of web-based producers of films - with varied
levels of quality - virtually all of which compete for recognition, attention
and, ultimately, financing for future productions, in this crowded marketplace.

The mailing address of our principal executive offices is: 518 Oak St. #2,
Glendale, CA 91204. The telephone number of our principal executive offices is:
(818) 550-7886.

RISK FACTORS

You should carefully consider the following risk factors and all other
information in this prospectus before investing in our common stock. Investing
in our company involves a high degree of risk. Any of the following risks makes
this offering speculative or risky, and could adversely affect our business,
financial condition and results of our operations and could result in a complete
loss of your investment. Though we have tried to outline the risks and
uncertainties that we may face, there may be other risks or uncertainties as
well.

People In The Entertainment Industry To Whom We Send Our Products Could Not Like
Them. As we wrap up post-production on our first entertainment product - a short
film parody entitled "The G! True Tinseltown Tale: Dude, Where's My Car?" - we
plan to send it to the subjects of the parody as a clever way of getting our
products seen. We hope the people in the entertainment industry to whom we send
this tape will like the short film parody, but they may very well not, and be
really angry with us, and possibly even get their lawyers to write "cease and
desist" notices to us, and threaten us with lawsuits if we were to release it.
And if the people in the entertainment industry who we are spoofing and to whom
we are sending copies of the tapes don't like our parody of them, they
definitely will not bootleg copy it and distribute it to their friends in the
entertainment industry like we hoped. This will have a strongly negative effect
on our business plan. We may be forced to hire lawyers to protect us from
lawsuits. It will have a strong chilling effect on any future parody projects we
may wish to do. It will certainly have a negative effect on the website, because
our main attraction - filmed parodies - will not be allowed to be shown, and we
will be left only with comedic writings and other material.


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The People To Whom We Send Our Products May Like Them, But Not Distribute Them.
Even if the people in the entertainment industry who are the subjects of our
parodies and to whom we send the tapes like our work, they may just sit on the
tapes and not make bootleg copies of it. This is very possible. There is no
guarantee that just because someone in the entertainment industry to whom we
send a copy of our tape likes what we sent them, that that automatically means
they make copies of the tape or distribute it in any way on our behalf. They
could just do nothing, in which case we would have some increased recognition in
the entertainment industry, but probably not nearly the amount we would need to
make our business plan work. We need a lot of people in the entertainment
industry to see our work, in order to have the best possible chance of being
offerred funding for future projects.

Our Products May Get Distributed, But Nothing May Come Of It. Even if the people
in the entertainment industry to whom we send the tapes like our products, and
distribute them to others, we may get greater recognition, but nothing concrete
may come of it; in other words, we may get no one who is willing to give us any
funding for future projects, let alone offer us contracts to produce any
television pilots or specials, or any short or feature-length films or any
internet-based films. In order to keep us going in the long run, we are going to
need a contract to produce such products as television shows or films, and it is
entirely possible, even likely given the nature of the entertainment industry as
one where entertainment product supply far outstrips demand, that a lot of
recognition in the industry may produce no such contracts.

Satellite, Broadcast and Cable Outlets May Not Want to Show Our Products. We
mentioned that one way to market our products is to submit them unsolicited to
those entities which typically air comedic parody short films and other similar
products from less well-known suppliers. We really have no idea whether any of
these outlets - including HBO, Showtime, Cinemax, The Movie Channel, IFC and
Sundance Channel - would at all be receptive to our unsolicited product. We
don't know for sure if anyone at any of these outlets would even look at what we
sent them, let alone air it. If none of these outlets airs our work, then that
means a large part of our marketing plan is shut down, making us more reliant on
other parts of our marketing plan.

No Film Festival and/or Competition May Want to Exhibit Any of Our Products.
Many film festivals (which often include competitions of the films they exhibit)
often are overwhelmed with film submissions, and simply do not have enough slots
for all the films which are submitted for consideration. Therefore, it is a
competitive process just to get one's film accepted as an entrant in one of
these film festivals, and there is no guarantee any film festival - whether it
is a large and famous one like Sundance Film Festival in Park City, Utah or
Toronto International Film Festival in Toronto, Ontario, or even a small and
niche one like Giggleshorts Comedy Festival - will want to accept any of our
filmed products for exhibition. If no film festival accepts any of our work,
that means a large part of our marketing plan is shut down, and it also means
much fewer people seeing our products, making it much tougher for us to get the
exposure our products need in order for us to get a paid gig from a film and/or
television distribution company or television network to produce a TV show or
film.

We Are A Start Up Company. We expect to encounter risks and difficulties
frequently faced by start up companies in new and rapidly changing markets. If
you invest in our shares you must consider the risks and difficulties frequently
encountered by new businesses, such as:

        o   The need to establish our brand name awareness;
        o   The need for sufficient funds;
        o   The dependence on our website;
        o   The need to manage changing and expanding operations;
        o   The need to effectively compete in the entertainment industry;
        o   The need to establish ourselves as an important contender in the
            evolving film industry.

Although we feel we have substantial understanding of what products people might
enjoy, based on our years of experience and expertise, we may have a limited
insight into other trends that may affect our business. We can't be certain that
we will be successful or that we will successfully address these risks. If we
fail to do so, we would seriously harm our business and operating results.


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We Have No History of Operations. Our operations have consisted mainly of
producing one short film parody, and developing our business model and otherwise
organizing our operations. We incorporated in Delaware on November 21, 2002. We
might suffer big losses in the future as we devote time and money to
development, promotions, marketing, and establishing our marketing staff. To be
profitable we must develop, promote, and market our services, so they are
accepted on a broad, commercial basis.

New Companies Historically Fail. As a new company, we have no significant
operating history for you to base an evaluation of our performance. We are a new
business, and the failure rate for new businesses has been high. Our future
success has to be weighed against our expenses, difficulties and delays that we
expect to encounter with the operation of our new business.

We Have No Recent Profits From Operations and We Have Never Had Profits.
Although we have completed all photography on our first film, this film has not
been sold, and will likely never be sold. In fact, we have not sold a single
thing since we began operations, and so have no profits, recent or otherwise,
and will likely not have any profits for the foreseeable future, as we continue
to produce entertainment products without likelihood that any will be sold.

We Are In A Poor Financial Position. We have no sales and no revenues and do not
anticipate any revenues for the foreseeable future. Current operations may
continue if this offering is not successful; however, future planned operations
over the next year will be quite limited if this offering is not successful,
although Management has committed to personally maintaining, if necessary, the
financial resources for the Company to meet its administrative responsibilities
over the coming year, as well as produce a small number of short and
"super-short" (under 10 minutes) films in order that our marketing plan as
described above can be pursued.

We Do Not Have Sufficient Funds and This May Lead to More-Diluted Stock. Future
events, including the problems, delays, unexpected expenses and other
difficulties frequently encountered by movie production companies may lead to
cost increases that could make the net proceeds of this offering insufficient to
fund our proposed operations. We may require additional financing. This may not
be available on a timely basis, in sufficient amounts or on acceptable terms.
This financing may also dilute existing shareholders' equity. Any debt financing
or other financing of securities senior to common stock will likely include
financial and other covenants that will restrict our flexibility. If we need to
obtain additional financing, there's no assurance that financing will be
available.

We Will Not Be Profitable Anytime Soon. We will not be profitable in the near
future. Our plan does not project profitability anytime soon. Even with a great
deal more funding, either through debt or future equity sales, we can not assure
any profitability of the Company in the near future, certainly not in the next
year or more.

The Economy or Other General Conditions. Our financial position could be further
negatively impacted indirectly by economic or other conditions outside our
control, including:

        o   recession or inflation;
        o   job layoffs;
        o   increase in the unemployment rate;
        o   war;
        o   taxes being raised.

Our Business, the Entertainment Industry, Typically Has Far More Supply of
Product Than Demand. Although now with the internet there are literally almost
an inifinite number of ways one may show one's entertainment products to the
public, there are still, nevertheless, only a very few ways to show one's
entertainment product to the public in exchange for money. There's broadcast
network programming, which includes NBC, CBS, ABC, FOX, WB and UPN, and several
basic cable "network" channels which have original entertainment programming,
including USA Network, Comedy Central, Lifetime, E! Entertainment Television,


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the PAX network, ABC Family, and MTV Networks. There's also a limited amount of
original programming funded by premium pay cable outlets, including HBO,
Showtime, Cinemax and Encore! But there are not many other venues for exhibiting
one's work for money, and this huge amount of supply, combined with relatively
few outlets for the supply, creates a "bottleneck" effect for entertainment
products, where there is a great deal of competition among suppliers of
entertainment content, such as the Company, and outlets which air them, such as
broadcast, basic cable and premium cable channels.

Our Business Has Fierce Competition. Our chosen market is highly competitive and
we only expect the competition to intensify in the future. Our competitors -
including Lion's Gate Films, Miramax (a division of Walt Disney Corp.)
Fox Searchlight (a division of News Corp.) and Sony Pictures Classics
(a division of Sony Corp.) - have more funds, technical and marketing know-how
and other advantages than we have. Those companies that have already established
a presence in the entertainment industry, have begun to make a name for
themselves, have existed for a longer period, have more money and have
established strong business relationships. Some of them may expand their presence
on the Internet. We believe that there are numerous smaller companies that are
focused on developing web sites to advertise their films and will compete with
us directly. We can't give you any assurances that these competitors won't
completely dominate our segment of the industry. We also are aware that
competition in film production is also very strong and are relying on our
experience to overcome that competition.

The competition comes from both companies within the same business and companies
in other entertainment media which create alternative forms of leisure
entertainment. The Company may compete with several "major" film studios which
are dominant in the film industry, as well as with numerous independent film and
television production companies, television networks, and pay television systems
for the services of performing artists, directors, producers, and other creative
and technical personnel, and production financing. Many of the organization with
which the Company competes have significantly greater financial and other
resources than does the Company. The majors are typically large, diversified
entertainment concerns or subsidiaries of diversified corporations which have
strong relationships with creative talent, exhibitors, and others involved in
the entertainment industry, and whose non-motion picture operations provide
stable sources of earnings that offset variations in the financial performance
of their motion picture operations.

In addition, there are other sites on the web which have filmed entertainment
products which members of the public may view, including atomfilms.com and
kinemafilms.com, both of which are far more established in the entertainment
industry than we are.

We will have no control over how successful our competitors will be in
addressing these points. Also, increased competition could result in price
reductions, fewer orders, less sales, lower profits and loss of market share.

Our Business, the Entertainment Business, Is Risky. Distributing entertainment
products is a highly risky business. Success of any product depends on its
appeal to public taste, which changes on a whim and can't be predicted. Another
factor is the popularity of other products being distributed at the same time.
How a film will do in the industry is impossible to predict. And, the
entertainment industry, in particular, is going through big changes, due to
technological developments. There is no way we can predict accurately how the
new technological developments will affect the various markets for our products.

Significant Changes in Our Business Could Affect Our Ability to Expand. The
entertainment business, and the film and video industry as it relates to the
internet in particular, may undergo significant changes in the way content is
being chosen, acquired and distributed. We are not familiar with the specifics
of these changes, and as a result, we feel it will be even more difficult for us
to get our products seen if the manner by which outlets choose ther content
changes from the way it is today.

There is No Market For Our Common Equity Securities. Our common shares are not
listed on any stock market or exchange, making the selling and trading of our
shares exceedingly difficult. Without a secondary market, one is not easily able
to sell or trade our shares after purchasing them, and therefore may be stuck
with their shares, rendering them rather unliquid. We do plan to apply for a
priced quotation on the OTC Pink Sheets, but there is no guarantee that our
application will be approved.


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We May Never Develop A Market For Our Stock. After closing, we intend to apply
for a listing of our Common Stock on the OTC Pink Sheets. We don't know if we
will be accepted for listing on this stock exchange. Even if we are accepted,
quotation on the OTC Pink Sheets doesn't assure that a meaningful market will be
created and sustained. In fact, the OTC Pink Sheets are notorious for having
inconsistent or non-existent trading volumes on a day-to-day basis.

We Have Not Done A Feasibility Study. Our business and marketing plans are only
based on our own experience. We can't promise we have made a good judgment of
the workability of this project.

If We Fail, Investors Will Lose Their Money. Tally-Ho Ventures, Inc. is a new
company with an unusual marketing plan and we don't own significant assets or
other securities. Therefore, if we fail to execute our business model
successfully and fail to create a demand for our products we will not achieve
profitability. In that case, you could lose your investment.

We May Not Be Able to Produce Successful Films. Our business is dependent on our
ability to produce quality films, which will be commercially successful.
Furthermore, because each film is an individual artistic work, with its
commercial success primarily determined by an unpredictable audience reaction,
and because costs involved with a film may be greater than its economic return,
there's no assurance as to the economic success of any motion picture.
Therefore, the failure of one or two films could have a material adverse impact
on our financial condition.

We Have Broad Discretion Over Allocation of Funds. If you purchase our stock you
are entrusting the allocation of your investment to our judgment and, outside of
the information supplied in this offering (see Use of Proceeds below) you will
have only limited information about how your funds are applied, particularly
with respect to the budgeting of individual films and other entertainment
products.

Concentration of Share Ownership. Assuming that the maximum number of shares
have been sold, and on the basis of the number of shares of Common Stock that
will be outstanding upon the completion of this offering, the officers and
directors of the Company, as a group, will own or control approximately 60.2%
(percent) of the outstanding common stock. The officers and directors will be
able to control the Company and direct its affairs and business.

We Are Dependent On the Senior Management Team. Our management team is Tal
Kapelner, President and Chairman of the Board of Directors, Cheney Shapiro,
Vice-President, Secretary and a Director and Ariella Kapelner, Treasurer. If we
lost any of these key people it would hinder our progress a great deal. Because
we operate in a competitive market, we are very dependent on being able to
attract qualified people to work with us. So, we must restrict hiring to key
executives and a small administrative staff and invest in marketing and other
activities wisely. Additionally, there is intense competition for the kind of
personnel we need. Our success depends on our ability to attract and hire such
personnel. We can't assure you that we will be able to attract and retain the
kind of staff we need to be successful.

We Could Be Wrongly Speculating On Our Success. We have made an unsurveyed
assumption that the public will want our products. No formal survey has been
done, so we could be wrongly speculating on our success.

We Have No Plans To Pay Dividends. We do not expect to pay dividends now or in
the foreseeable future. We intend to use any future earnings for upkeep of our
website and more entertainment products, such as films. Should we decide to pay
dividends at any time in the future, there is no guarantee that they will be
paid on a timely basis. If in buying our stock you anticipate income from
dividends, you should not buy our stock.


                                       9



Unforeseen Events. Catastrophes, either natural or man-made, could greatly delay
operations, or make it impossible for us to operate. Our systems and our
operations would be vulnerable to damage or interruption from fire, flood, power
loss, telecommunications failure, earthquakes and other such events.
Additionally, the servers for our websites could become vulnerable to computer
viruses, physical or electronic break-ins and similar disruptions. This could
lead to interruptions, delays or loss of data.

Our Marketing Strategies Are Unusual. As described above, our marketing
strategies will be done through the internet, distribution of VHS tapes to
members of the entertainment industry, submission of tapes unsolicited to
satellite, cable and broadcast channels, and submission to film festivals. There
is no known track record of campaigns like this being successful. We will also
be finding as many online venues for online advertising, web listings and web
page links to make the consumer aware of our products and us. There is no
empirical data on how successful this marketing approach is or will be.

No One Has Made Any Firm Commitment To Purchase All Or Any Part Of The Shares
We're Offering.We have no underwriting agreement, so we can't promise that all
or any shares will be sold.

We May Have System Interruptions And Capacity Restraints On Our Website. The
satisfactory performance, reliability and availability of our website will be
critical to our reputation. From time to time, we may have temporary system
interruptions for a variety of reasons, including power failures and software
bugs. We may not be able to correct any problem quickly as the reason for the
interruption may be outside of our control, or we might not have sufficient
control to remedy the problem quickly or at all. Any system failure that results
in the unavailability of our web site can result in negative publicity and
reduce the attractiveness of our site.

We May Face Liability. Content on our web site may bring liability to the
Company. We will post product information and other content on our web site and
could possibly face potential liability for negligence, copyright, patent,
trademark, defamation, indecency and other claims based on the nature and
content of the materials we post. Such claims have been brought and sometimes
successfully pressed against Internet content distributors. We could also be
exposed to liability with respect to unauthorized duplication of content or
unauthorized use of other parties' proprietary technology. Although we may
obtain general liability insurance, it may not cover potential claims of this
type or may not be adequate to protect us from all liability that may be
imposed. Therefore any imposition of liability could hurt our business.

Limited Protection of Intellectual Property Rights. The Company regards its
entertainment products, as well as the scripts for all scripted entertainment
products, as proprietary and relies primarily on a combination of copyright,
trademark, trade secret and confidential information laws, and will rely on
employee and third-party non-disclosure agreements and other methods, to protect
its proprietary rights. There can be no assurance that these protections will be
adequate to protect the Company's intellectual property rights or that the
Company's competitors will not independently develop technologies that are
substantially equivalent or superior to the Company's technologies. The Company
believes that its products, trademarks and other proprietary rights do not
infringe on the proprietary rights of third parties. There can be no assurance
that third parties will not assert infringement claims against the Company in
the future with respect to current or future products, trademarks or other
Company works or that such assertion may not require the Company to enter into
royalty arrangements or result in costly litigation.

The Price Of Our Stock Is Arbitrary. The price of our stock has been determined
arbitrarily by Tally-Ho Ventures, Inc. and has no bearing on our assets, book
value, revenues, prospects or other established criteria of valuation. Since our
common stock has never been traded on a secondary market, prices for the common
stock may decline after the offering. There is no public market for our stock
and we can't promise a market will develop or that any shareholder will be able
to liquidate his investment quickly, if at all. We have no underwriter in
connection with this offering.

If a market does develop, the price could be very volatile. Also, an active
trading market for our common stock might not develop or be sustained. Factors
such as the ones discussed here in the Risk Factors section could have
significant impact on the market price of our stock. Even if a purchaser does


                                       10


find a broker who will to do a transaction in our common stock, the combination
of brokerage commissions, state transfer taxes (if any) and other selling costs
may exceed the selling price.

You may also face large restrictions on the resale of our common stock because
of state and federal laws and regulations.

The Market For Penny Stocks Has Suffered. In recent years, the penny stock
(under $5) secondary markets have sufferred from patterns of fraud and abuse.
Such patterns include:

        o   control of the market for the security by one or a few broker-
            dealers who are often related to the promoter or issuer;
        o   manipulation of prices through pre-arranged matching of purchases,
            sales and false and misleading press releases;
        o   boiler room practices involving high pressure sales persons;
        o   excessive and undisclosed bid-ask differentials and mark-ups selling
            broker-dealers;
        o   the wholesale dumping of the same securities by promoters and
            broker-dealers after prices have been manipulated to a level, along
            with the inevitable collapse of those prices consequent to investor
            losses.

We are aware of the abuses that have occurred historically in the penny stock
market. Though we aren't in a position to dictate the behavior of the market, we
will strive (within practical limits) to prevent the above patterns from being
established as it relates to our stock.

We Have A Limitation Of Liability Against Our Directors. As permitted by
Delaware law, there are limits of liability of our directors for monetary
damages for breach of director's fiduciary duty except for liability in certain
instances. As a result you as a stockholder will have limited rights to recover
against directors for breach of fiduciary duty.

Forward Looking Statements Can't Be Relied Upon. The information and discussion
in this Prospectus contains both historical and forward-looking statements. The
forward-looking statements regarding our financial condition, operating results,
business prospects or any other aspect of our company, can be quite different
from our actual financial condition, operating results and business performance
in the end, once we have become operational.

We have tried to identify factors that would cause results to differ from our
expectations. The factors we have isolated are:

        o   bad economic conditions;
        o   intense competition;
        o   entry of new competitors with similar marketing plans;
        o   increased and more stringent federal, state and local government
            regulation;
        o   under-funding;
        o   unexpected costs;
        o   price increases for supplies;
        o   inability to raise prices;
        o   failure to get more people to view our site;
        o   risk of litigation and administrative proceedings against our
            Company and our employees;
        o   fluctuation of our operating results and financial condition;
        o   bad publicity and news coverage;
        o   unsuccessful marketing and sales plans;
        o   loss of key executives;
        o   inflation factors;
        o   failure to win a slot in a film festival;
        o   failure to get any of our work aired on a broadcast, satellite or
            cable outlet.


                                       11



Item 4. Use of Proceeds

The net proceeds of the offering will be used as follows:

If all 25,000,000 shares in the offering are sold, net proceeds will be
$250,000, used as follows:
(all figures are approximate)
Priority Number 1:
o    Conducting Offering Pursuant to This Registration Statement
     Repay loans from Management for costs as follows:
         - SEC and Blue Sky State Registration Fees:             300
         - Copying and Printing Prospectus:                      250
         - Mailing and Couriering Prospectus:                  1,500
                                                               -----
                                    Sub-Total (priority #1)    2,050

Priority Number 2:
o    Other Administrative Duties and Functions
         - Transfer Agent Fees; Share Certificates:              600
         - Accounting Fees (through 2003):                     6,000
         - Bank Account Fees (through 2003):                     150
         - Legal Fees (for quarterly reports through 2003):    1,500
         - EDGARizing (for quarterly reports through 2003):      800
         - Misc. Office and Computer Supplies/Phone/Fax:       3,600
         - Reserve Account:                                    2,000
                                                               -----
                                    Sub-Total (priority #2)   14,650

Priority Number 3:
o   Marketing Expenses
         - Continued Web Hosting and Design (through 2003):    5,000
         - Making VHS/DVD Copies of Our Work:                    900
         - Mailing VHS/DVD Copies of Our Work:                 1,400
                                                               -----
                                    Sub-Total (priority #3)    7,300

Priority Number 4:
o   Entertainment Products
         - 1 television pilot (in 2003):                     100,000
         - 7 short films (in 2003):                           91,000
         - 7 super-short (under 10 minutes) films (in 2003):  35,000
                                                              ------
                                    Sub-Total (priority #4)  226,000

                                      Total (all priorities)             250,000

If we sell only 12,500,000 shares in the offering (50% of the maximum), we will
get $125,000 net proceeds and use the money as follows:
(all figures are approximate)
Priority Number 1:
o        Conducting Offering Pursuant to This Registration Statement
         Repay loans from Management for costs as follows:
         - SEC and Blue Sky State Registration Fees:             300
         - Copying and Printing Prospectus:                      250
         - Mailing and Couriering Prospectus:                  1,500
                                                               -----
                                    Sub-Total (priority #1)    2,050


                                       12



Priority Number 2:
o        Other Administrative Duties and Functions
         - Transfer Agent Fees; Share Certificates:              600
         - Accounting Fees (through 2003):                     6,000
         - Bank Account Fees (through 2003):                     150
         - Legal Fees (for quarterly reports through 2003):    1,500
         - EDGARizing (for quarterly reports through 2003):      800
         - Misc. Office and Computer Supplies/Phone/Fax:       3,600
         - Reserve Account:                                    3,000
                                                               -----
                                    Sub-Total (priority #2)   15,650

Priority Number 3:
o        Marketing Expenses
         - Continued Web Hosting and Design (through 2003):    5,000
         - Making VHS/DVD Copies of Our Work:                    900
         - Mailing VHS/DVD Copies of Our Work:                 1,400
                                                               -----
                                    Sub-Total (priority #3)    7,300

Priority Number 4:
o        Entertainment Products
         - 5 short films (in 2003):                           65,000
         - 7 super-short (under 10 minutes) films (in 2003):  35,000
                                                              ------
                                    Sub-Total (priority #4)  100,000

                                        Total (all priorities)           125,000


If we sell only 6,250,000 shares in the offering (25% of the maximum), we will
get $62,500 net proceeds and use the money as follows:
(all figures are approximate)
Priority Number 1:
o       Conducting Offering Pursuant to This Registration Statement
        Repay loans from Management for costs as follows:
         - SEC and Blue Sky State Registration Fees:             300
         - Copying and Printing Prospectus:                      250
         - Mailing and Couriering Prospectus:                  1,500
                                                              ------
                                    Sub-Total (priority #1)    2,050

Priority Number 2:
o        Other Administrative Duties and Functions
         - Transfer Agent Fees; Share Certificates:              600
         - Accounting Fees (through 2003):                     6,000
         - Bank Account Fees (through 2003):                     150
         - Legal Fees (for quarterly reports through 2003):    1,500
         - EDGARizing (for quarterly reports through 2003):      800
         - Misc. Office and Computer Supplies/Phone/Fax:       3,600
         - Reserve Account:                                      300
                                                               -----
                                    Sub-Total (priority #2)   12,950


                                       13



Priority Number 3:
o        Marketing Expenses
         - Continued Web Hosting and Design (through 2003):    5,000
         - Making VHS/DVD Copies of Our Work:                    600
         - Mailing VHS/DVD Copies of Our Work:                   900
                                                               -----
                                    Sub-Total (priority #3)    6,500

Priority Number 4:
o        Entertainment Products
         - 2 short films (in 2003):                           26,000
         - 3 super-short (under 10 minutes)films (in 2003):   15,000
                                                              ------
                                    Sub-Total (priority #4)   41,000

                                       Total (all priorities)             62,500

If we sell only 2,500,000 shares in the offering (10% of the maximum), we will
get $25,000 net proceeds and use the money as follows:
(all figures are approximate)
Priority Number 1:

o        Conducting Offering Pursuant to This Registration Statement
         Repay loans from Management for costs as follows:
         - Blue Sky State Registration Fees:                     300
         - Copying and Printing Prospectus:                      250
         - Mailing and Couriering Prospectus:                  1,500
                                                              ------
                                    Sub-Total (priority #1)    2,050

Priority Number 2:
o        Other Administrative Duties and Functions
         - Transfer Agent Fees; Share Certificates:              600
         - Accounting Fees (through 2003):                     3,000
         - Bank Account Fees (through 2003):                     150
         - Legal Fees (for quarterly reports through 2003):    1,500
         - EDGARizing (for quarterly reports through 2003):      800
         - Misc. Office and Computer Supplies/Phone/Fax:       3,600
         - Reserve Account:                                    2,700
                                                               -----
                                    Sub-Total (priority #2)   12,350

Priority Number 3:
o        Marketing Expenses
         - Continued Web Hosting and Design (through 2003):    5,000
         - Making VHS/DVD Copies of Our Work:                    200
         - Mailing VHS/DVD Copies of Our Work:                   400
                                                               -----
                                    Sub-Total (priority #3)    5,600

Priority Number 4:
o        Entertainment Products
         - 1 super-short (under 10 minutes) film (in 2003):    5,000
                                                               -----
                                    Sub-Total (priority #4)    5,000


                                       14



Total (all priorities) 25,000 If we sell only 1,270,000 shares in the offering
(5.1% of the maximum), we will get $12,700 net proceeds and use the money as
follows:
(all figures are approximate)
Priority Number 1:
o        Conducting Offering Pursuant to This Registration Statement
         Repay loans from Management for costs as follows:
         - SEC and Blue Sky State Registration Fees:             300
         - Copying and Printing Prospectus:                      250
         - Mailing and Couriering Prospectus:                  1,500
                                                               -----
                                    Sub-Total (priority #1)    2,050

Priority Number 2:
o        Other Administrative Duties and Functions
         - Transfer Agent Fees; Share Certificates:              600
         - Accounting Fees (through 2003):                     3,000
         - Bank Account Fees (through 2003):                     150
         - Legal Fees (for quarterly reports through 2003):    1,500
         - EDGARizing (for quarterly reports through 2003):      800
         - Misc. Office and Computer Supplies/Phone/Fax:       3,600
                                                               -----
                                    Sub-Total (priority #2)    10,650

                                       Total (all priorities)             12,700

Below this level of only $12,700 worth of shares sold in this offering,
Management will be required to honor their commitment to personally loan the
Company funds in order for our administrative responsibilities for the next year
to be met, including the application for a listing on the OTC Pink Sheets later
this year. We may also try to obtain a loan from a benefactor or a lending
institution, or conduct a future money raise, such as a private placement
offering, although none of these are currently planned. (Please see Risk
Factors, above.)

Item 5. Determination of Offering Price.

Our offering price was set arbitrarily by our management, and the price chosen
has no bearing on our assets, book value, revenues, prospects or other
established criteria of valuation (see Risk Factors, above). Despite the
offering price being arbitrary, there were certain nebulous and subjective
factors that were considered by management in determining the offering price,
and these factors were

a) the fact that our company is just over four months old, with no real
operating history, except for one short film which has completed shooting and is
currently in post-production;

b) the fact that we have not had profits nor revenues, and expect no revenues
for the near future and no profits for the foreseeable future;

c) the fact that our business is extremely risky and speculative;

d) the fact that we do not have experience running a reporting company;

e) the fact that at $0.01 per share, the public would be buying our shares at
ten times the price that the officers and directors of the Company paid when
they bought our shares at the Company's inception;

f) our attempt to set a price that could offset the risks involved in a
potential investor's mind; and

g) our attempt to start small, not risk more investors' money than we have to,
and then, if we begin meeting the goals in our business plan, to do future money
raises as needed and set the price higher.


                                       15



Item 6. Dilution.

The price per share paid by the officers and directors of the Company was $0.001
per share (equivalent to the par value of the shares). They got their shares at
the Company's inception.

The price per share we are asking the public to pay in this offering is $0.01
per share, which is ten times what the officers and directors paid for their
shares.

The net tangible book value per share before the distribution is $0.000.

Assuming all shares in the offering are sold, the net tangible book value per
share after the distribution will be $0.003.

Assuming all shares in the offering are sold, the amount of the increase in such
net tangible book value per share attributable to the cash payments made by
purchasers of the shares being offered is $0.003 (100%).

Assuming all shares in the offering are sold, the amount of the immediate
dilution from the public offering price which will be absorbed by such
purchasers is 70%.

Item 8. Plan of Distribution.

Our plan of distribution is to offer for sale 25,000,000 shares of our common
stock for cash at a price of $0.01 per share and/or in exchange for services
rendered at the same value of $0.01 per share or to cancel debt at the same
value of $0.01 per share. We have registered the shares for sale to provide us
with freely tradeable securities. The Company will receive any net proceeds from
the sale of these shares and we will use the proceeds at our discretion (please
see Use of Proceeds, above). If we fail to raise the maximum offering, the
Company will keep whatever funds are raised in order to offset the costs of this
offering.

We do not intend to allow any of our officers or directors to purchase shares in
this offering.

We will use our subscription agreement, which can be found in the Exhibit
Section of this statement, to determine each purchaser's qualifications to
invest. Each potential investor will be required to complete a subscription
agreement, because the purchase of our stock involves substantial risks, which
will outline his or her financial status and capabilities for purchasing a high
risk investment.

The Company will not be using any broker-dealers or underwriters in the selling
of shares in this offering, and will not pay any commissions to anyone,
including members of management, in connection with this offering. Members of
management will attempt to sell the 25,000,000 shares being offerred on a
best-efforts basis.

Item 10. Directors, Executive Officers, Promoters and Control Persons.

The following are the names and ages of all directors and executive officers,
their positions and offices, and brief descriptions of their business experience
during the past five years:

Name              Age      Position(s) Held          Business Experience During
                           With the Company          Past Five Years


Tal Kapelner      28       President and             Sole officer and director of
                           Chairman of the           his own California subchapter
                           Board of Directors        S corporation, which sells
                                                     technical writing and .
                                                     administrative services,


                                       16




Cheney Shapiro    20       Vice-President,           Executive Assistant to Chairman of
                           Secretary and             David Morse and Associates, an
                           a Director                insurance adjusting firm in
                                                     Glendale, California, 2000-2002.
                                                     Currently offers her administrative
                                                     services to business consultants.

Ariella Kapelner  56       Treasurer                 Currently serves as Executive
                                                     Director of Living and Education,
                                                     Inc., a non-profit production company
                                                     producing educational television shows,
                                                     videos and motion pictures. A licensed
                                                     postsecondary school director, Ms.
                                                     Kapelner has also served as its CFO
                                                     for three years. Ms. Kapelner is also
                                                     Executive Director of the Federal
                                                     Commission on Educational Rights, Inc.
                                                     and is overseeing its financial matters.

The following are all the directors of the Company, their terms of office and
periods in which they served, and identification of any other directorships held
in reporting companies, with names of those companies:

Director's Name      Term of Office as Director and            Other Directorships Held in
                     Period During Which Served                Reporting Companies

Tal Kapelner             4 months                                      None
                         Served November 21, 2002 - present

Cheney Shapiro           4 months                                      None
                         Served November 21, 2002 - present

Ariella Kapelner, treasurer, is the mother of president and Chairman of the
Board, Tal Kapelner.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following information is for any person (including any group of two or more
persons acting as a partnership, syndicate or other similar group) who is known
to us to be the beneficial owner of more than five percent of any class of our
voting securities:

Title of Class    Name and Address of Beneficial Owner     Amount and Nature        Percent
                                                          of Beneficial Owner      of Class

   Common                Tal Kapelner                     20,000,000 shares(1)      46.3
   Stock                 c/o Tally-Ho Ventures, Inc.      President and
                         518 Oak Street  #2               Chairman of the
                                                          Board of Directors

   Common                Cheney Shapiro                   20,000,000 shares(2)      46.3
   Stock                 c/o Tally-Ho Ventures, Inc.      Vice-President,
                         518 Oak Street  #2               Secretary and a
                                                          Director

(1)   Tal Kapelner owns 20,000,000 shares of the Company, no part of which are
      options, warrants, or via any other rights, and he has no rights to
      acquire beneficial ownership of any other shares, whether through option,
      warrant, conversion privilege or any other right, within sixty days.

(2)   Cheney Shapiro owns 20,000,000 shares of the Company, no part of which are
      options, warrants, or via any other rights, and she has no rights to
      acquire beneficial ownership of any other shares, whether through option,
      warrant, conversion privilege or any other right, within sixty days.


                                       17



We only have one class of equity securities, and that is our Common Stock, and
we have no parents or subsidiaries. For our Common Stock, we present the
following information regarding the security ownership of our management, as of
December 31, 2002:

Title of Class    Name and Address of Beneficial Owner     Amount and Nature        Percent
                                                          of Beneficial Owner      of Class

   Common                Tal Kapelner                     20,000,000 shares(1)      46.3
   Stock                 c/o Tally-Ho Ventures, Inc.      President and
                         518 Oak Street  #2               Chairman of the
                                                          Board of Directors

   Common                Cheney Shapiro                   20,000,000 shares(2)      46.3
   Stock                 c/o Tally-Ho Ventures, Inc.      Vice-President,
                         518 Oak Street  #2               Secretary and a
                                                          Director

   Common                Ariella Kapelner                 1,000,000 shares(3)        2.3
   Stock                 c/o Tally-Ho Ventures, Inc.      Treasurer
                         518 Oak Street  #2

   Common                All Directors and Executive      41,000,000 shares(4)      95.0
   Stock                 Officers as a Group.
                         c/o Tally-Ho Ventures, Inc
                         518 Oak Street  #2

(1)   Tal Kapelner owns 20,000,000 shares of the Company, no part of which are
      options, warrants, or via any other rights, and he has no rights to
      acquire beneficial ownership of any other shares, whether through option,
      warrant, conversion prvilege or any other right, within sixty days.

(2)   Cheney Shapiro owns 20,000,000 shares of the Company, no part of which are
      options, warrants, or via any other rights, and she has no rights to
      acquire beneficial ownership of any other shares, whether through option,
      warrant, conversion privilege or any other right, within sixty days.

(3)   Ariella Kapelner owns 1,000,000 shares of the Company, no part of which
      are options, warrants, or via any other rights, and she has no rights to
      acquire beneficial ownership of any other shares, whether through option,
      warrant, conversion privilege or any other right, within sixty days.

(4)   All Directors and Executive Officers as a Group own 41,000,000 shares of
      the Company, no part of which are options, warrants, or via any other
      rights, and they have no rights to acquire beneficial ownership of any
      other shares, whether through option, warrant, conversion privilege or any
      other right, within sixty days.

Item 12. Description of Securities.

Dividend Rights - Holders of record of shares of Common Stock are entitled to
receive dividends when and if declared by the Board of Directors out of funds of
the Company legally available therefore.

Voting Rights - Holders of shares of Common Stock are entitled to one vote for
each share held of record on all matters submitted to a vote of the
stockholders, including the election of directors. Shares of Common Stock do not
have cumulative voting rights, which means that the holders of the majority of
the share votes eligible to vote and voting for the election of the Board of
Directors can elect all members of the Board of Directors.

Preemption Rights - Holders of our common stock have no preemptive or conversion
rights or other rights to subscribe for or to purchase any stock, obligations or
other securities of the Company.


                                       18



Liquidation Rights - In the case of liquidation, dissolution or winding up of
Tally-Ho Ventures, Inc., the holders of shares of our Common Stock will be
entitled to share ratably in the net assets of the Company legally available for
distribution to shareholders after payment of all our liabilities and any
preferred stock then outstanding (although none is currently outstanding).

Other Material Rights - There are no redemption or sinking fund provisions
applicable to our Common Stock. The rights, preferences and privileges of
holders of our Common Stock are subject to the rights of the holders of shares
of any series of preferred stock that we may designate and issue in the future,
although our Certificate of Incorporation does not currently authorize any
preferred stock at all.

Item 14. Disclosure of Commission Position of Indemnification for Securities Act
Liabilities.

Section 145 of the Delaware General Corporation law makes provision for the
indemnification of officers and directors under certain circumstances from
liabilities, including reimbursement for expenses incurred, arising under the
Securities Act. Section 145 of the Delaware General Corporation law empowers a
corporation to indemnify its directors and officers and to purchase insurance
with respect to liability arising out of their capacity or status as directors
and officers, provided that this provision shall not eliminate or limit the
liability of a director:

        a)   for any breach of the director's duty of loyalty to the corporation
             or its stockholders;

        b)   for acts or omissions not in good faith or which involve
             intentional misconduct or a knowing violation of law;

        c)   arising under Section 174 of the Delaware General Corporation law;
             or

        d)   for any transaction from which the director derived an improper
             personal benefit.

The Delaware General Corporation law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's bylaws, any
agreement, a vote of stockholders or otherwise.

However, currently, Tally-Ho Ventures, Inc. has no charter provisions, by laws,
contracts or other arrangements that insures or indemnifies directors, officers
or controlling persons of the Company against liability under the Securities
Act.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

We provide the undertaking that in the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

Item 15. Organization Within Last Five Years.

The Company does not have any parents.

We have no promoters.


                                       19


Item 16. Description of Business.

Business Development.

Tally-Ho Ventures, Inc., a Delaware corporation, was incorporated on November
21, 2002.

Before we incorporated, we had the idea of setting up a website which had
entertaining (generally comedic) material on it, including comedic essays and
free-form prose "musings", as well as video and film parodies of varying lengths
(though generally no more than 15-20 minutes each at the most).

Our purpose in having this website is to have people in the entertainment
industry see what kind of work we are capable of, and then give us paid work as
producers of television and film projects.

We then decided that we should start up a corporation as the vehicle by which to
operate this venture, and have the corporation be a television and film
production company, where eventually, after our work would hopefully become
recognized by those people in the entertainment industry who are able to make
the decision to fund a film or television project, we would be given a budget by
a television network or film studio to produce television "pilots", and other
television programs and specials, as well as short- and feature-length films,
for theatrical release or release directly to vide outlets.

We incorporated on November 21, 2002 in the state of Delaware, and since that
time have set up the website described above (located at
www.tallyhoventures.com) as well as begun very rudimentary promotion of the
website, such as submitting our web address to ten or so of the more popular web
search engines and web directories, including Google, HotBot, Lycos, Netscape
Search and DMOZ (which provides search results to many serch engines such as
Alta Vista and AOL search).

We have also worked with the Screen Actors Guild actors union ("SAG") to make
sure our production company complied with all SAG rules for working with
professional acting talent, and to that end we have signed the Experimental Film
Agreement with the Screen Actors Guild (see copy of executed Agreement, attached
as an Exhibit).

Finally, we have recently completed final photography on our first short film
parody, entitled "The G! True Tinseltown Tale: Dude, Where's My Car?" a parody
of both the television series "The E! True Hollywood Story" and the 2000 film
"Dude, Where's My Car?" released by Twentieth Century Fox. The film is now near
completion of post-production, with most editing and graphics completed and
awaiting narration and music, before being marketed and distributed (see
Business of Issuer below for more detail on our distribution and marketing
methods).

Business of Issuer.

Principal products or services and their markets. We are a development-stage
company in the business of producing entertainment products, principally short
films, web-exclusive videos vignettes and skits, and "pilot" (one full-episode
test) television programs. We also are currently engaged in producing
entertaining written material - such as comedic essays and free-form prose - and
posting these and our other products to our website www.tallyhoventures.com.

The market for our products is principally members of the entertainment
industry, particularly those in charge of programming and finances. We
ultimately are seeking professional production opportunities in television and
film, and in order for us to be retained for such producing services we seek for
the Company, we must make our work recognizable among members of the
entertainment industry who are in the position to offer the Company such
professional producing opportunities.


                                       20



A lesser market for our products would be the public at large. We feel that if
we got the attention of enough people, regardless of whether they worked in the
entertainment industry or not, there would be enough positive word of mouth
about our work to generate the kind of producing opportunities described above.

The short- and long-term overall financial plan. We have used no-interest loans
from members of our management for our initial administrative costs, including
accountant's fees, as well as the initial development of the Company's website
and the production of our first major entertainment product, a short film
parody. We are hoping that we are able to sell enough shares in this offering to
allow us to a) maintain our administrative responsibilities, b) maintain and
periodically update our website, and c) continue to market our products and d)
make more products, over the next 12 months (see Management's Discussion and
Analysis or Plan of Operation below). If we do not sell enough shares to do
this, Management will be required to meet its commitment and personally loan the
Company funds in order for our administrative responsibilities for the next year
to be met, including the application for a listing on the OTC Pink Sheets later
this year. We may also try to obtain a loan from a benefactor or a lending
institution, or conduct a future money raise, such as a private placement
offering, although none of these are currently planned. Within three years, we
hope to be offered a budget from a film and/or television distribution company
or television network to produce a film or television program.

We intend to initially apply for a priced quotation on the OTC Pink Sheets
within the coming year.

Distribution and marketing. The first way we intend to market and distribute our
entertainment products is to post them on our website, www.tallyhoventures.com,
and make them available for viewing for free to the public. Initially, we will
not have any resources - except word of mouth - to actively advertise the
website, and so we anticipate very little traffic initially for our website.
However, our website is up and operating properly already, and GraphicPark.net,
the website design and marketing firm we are using, has already submitted our
URL - http://www.tallyhoventures.com - to more than ten popular search engines
and web directories, including Google, HotBot, Lycos, Netscape Search and DMOZ
(which provides search results to many serch engines such as Alta Vista and AOL
search). This will allow the general public to become aware of our site through
web searches they conduct on their own into the areas with which our website
deals, and we anticipate that some growth in site traffic will occur through
this means.

Although our website will have available for viewing all of our products for
free, and therefore not be income-producing, our plan nevertheless calls for us
to concentrate on increasing website traffic, as we view traffic as a way to
increase the positive word of mouth about our products, thus hopefully getting
the attention of executives of a film and/or television distribution company or
television network, who might offer the Company a professional production
opportunity, such as producing a television pilot or special, or short or
feature-length film, and it is the steady producing of television shows and
films which is the ultimate goal of the Company. For that reason, our busines
plan also calls for future funds (funds we receive after this offering is
completed) to be used to advertise on other websites which might have a
demographic that would appreciate our work, including off-beat political
"me-zines" (individualized web sites featuring a definite personality) such as
andrewsullivan.com, or other off-beat humor websites such as bobanddavid.com or
atomfilms.com.

The second way we intend to market and distribute our products is to distribute
recordings of our films via VHS tape and/or DVD to members of the entertainment
community. For example, management's first entertainment product is a short film
entitled: "The G! True Tinseltown Tale: Dude, Where's My Car?" This short film
is a parody of both the television series "The E! True Hollywood Story" as well
as the 2000 film "Dude, Where"s My Car?" released by Twentieth Century Fox. All
photography of the short film was completed in January of 2003 and is now near
completion of post-production. As mentioned above, we intend to market this
product after post-production is completed by uploading it onto the
tallyhoventures.com website. However, we will also send VHS and/or DVD copies of
the film to the subjects that were parodied in the film as a way of enhancing
recognition of the film.



                                       21




This second marketing and distribution method also dovetails with our first
marketing and distribution method (the website), because at the end of the tape
containing the parody, the audience watching the parody will be directed to our
website for more free entertainment products. Future filmed parodies produced by
Management will likely be distributed in a similar fashion.

Although unusual, this marketing maneuver of distributing tapes to members of
the entertainment community as a way of increasing exposure for one's work is
not without precedent. The president of our company, Tal Kapelner, recalls when
he was a writers' assistant and assistant to an executive producer on a network
television sitcom in 1997-1998. During that time, VHS recordings containing
bootleg copies (copies produced without the express permission of its authors)
of a 10-minute video cartoon produced as a "video Christmas Card" were
circulating throughout the entertainment industry. Tal Kapelner himself was
shown a bootleg copy of this 10-minute video Christmas card in the offices of
one of the producers of the television sitcom he was working on at the time. He
recalls that it wasn't long after that time that the creators of this video
Christmas card - who had done no prior work in the entertainment industry - were
offered their own show on Comedy Central, a basic cable television channel
jointly owned by AOL Time Warner and Viacom. The show was entitled "South Park"
and became one of Comedy Central's biggest hits and resulted in millions of
dollars in merchandise sales and, in 1999, box office film revenue.

According to Indiana University Southeast's newspaper "The Horizon" and
internet-based South Park chronicler Scott Hemmings, the story of how the
television show "South Park" came about begins with the producers Matt Stone and
Trey Parker, who met while attending college in Colorado. They worked together
in making film shorts for school, one of which was a short film about 4
foul-mouthed boys trying to kill Frosty the Snowman. The video was sent
unsolicited to an executive at News Corp's 20th Century Fox, who enjoyed it and
offered Parker and Stone $2000 to make a video Christmas card. Stone and Parker
took the idea from the "Frosty" skit they had done and improved the animation a
little. The finished product turned out to be the 10-minute video Christmas
card, entitled "The Spirit of Christmas", wherein the 4 foul-mouthed boys were
involved in a fight between Santa Claus and Jesus. They gave it to the Fox
executive, who enjoyed it so much that he sent it out to his friends, who then
sent it to others, and so on until actor George Clooney got a hold of a copy. He
watched it and liked it so much he sent out between 300 and 700 copies to
everyone he knew. Eventually top executives for various networks saw the skit
and the calls started pouring into Messrs. Stone and Parker with offers to sign
them on to make a series.

We envision our film and video entertainment products, at least initially, to be
distributed in a similar "underground" fashion. We believe that sending our film
and video parodies to the subjects of the parodies themselves is a clever way to
have our products seen, and we hope that our products will be enjoyed by those
to whom we send them, and distributed in the same underground, "guerilla"
fashion as the original video Christmas card produced by Trey Parker and Matt
Stone, with bootleg copies of our products being made by those who view it,
eventually gaining greater recognition in the entertainment industry and perhaps
eventually funding for future entertainment products, including television
series and specials, short and feature-length films and internet-based films.

The third way in which we anticipate marketing and distributing our filmed
entertainment products is to simply submit DVD copies of our film and video
products to those satellite, cable and broadcast entities who air such products.
For example, a DVD copy of our first short film parody, "The G! True Tinseltown
Tale: Dude, Where's My Car?" may be submitted to HBO and/or Cinemax (both owned
by AOL Time Warner), Showtime and/or The Movie Channel (both owned by Viacom),
IFC (Independent Film Channel - owned jointly by Cablevision, General Electric
and MGM) and the Sundance channel (joint venture between Viacom, PolyGram and
Robert Redford). All of these cable and satellite channels air short films
regularly and presumably would be willing to at least look at unsolicited
submissions to see if they would like to air them, although we have no personal
knowledge that it is that easy (see Risk Factors, above). It is true, however,
that Alexandra Pelosi, the producer and director of the feature-length
documentary "Journeys With George" - a documentary featuring an intimate look at
President George W. Bush as he campaigned for President in the year 2000 - did
nothing more than submit her final edit of "Journeys With George" to HBO with a
handwritten note asking them to air it, and HBO executives watched it, liked it
and did, indeed, air it. We will try this plan and hope that something similar
to what transpired for "Journeys With George" occurs for one of our film
products.


                                       22


The fourth manner by which we intend to market and distribute our film and video
products is by submitting them as entries in various film festivals and
competitions across the continent. The largest and most famous film festivals
(which often include competitions of the films they exhibit) in North America
include Sundance and Slamdance, both in Park City, Utah, Telluride in Telluride,
Colorado and the Toronto International Film Festival in Toronto, Ontario. Given
the asymmetric amount of supply of films to the slots allowed in these
festivals, we believe it is not realistic that our films will be shown at any of
these most famous film festivals, although we will certainly try to submit our
films as entrants into them, beginning with our first film parody "The G! True
Hollywood Story: Dude, Where's My Car?" which is currently in post-production.
More realistic, we feel, is successfully entering our films in smaller film
festivals, including Toronto Giggleshorts Comedy Film Festival and World of
Comedy International Film Festival, both held in Toronto, Ontario; Firstglance
Los Angeles Film Festival in Los Angeles; and the Anchorage Film Festival in
Anchorage, Alaska. Exhibiting any of our film products at film festivals
increases the exposure our work receives, increasing the chance that an
executive of a film and/or television distribution company or television network
might see our work, and then might help the Company achieve its goals by
offering the Company a profesional production opportunity, such as producing a
television pilot or special, or short or feature-length film.

The plan for growth.    Once the Company begins to generate fees from the
production of films and sees profits being derived from the release of completed
films, which we believe may occur within the next 1-3 years, we are confident
that the Company will be able to meet its minimum operating requirements. We
then anticipate having funds available for the needs of our development, making
it possible to expand in both quality and quantity. (Please see Management's
Discussion and Analysis or Plan of Operation below).

Competition.    Initially, in order to make the business, marketing and
distribution plans we described above work, we need to have our entertainment
products competitive in three places: 1) at film festivals, 2) on the Internet,
and 3) within the actual offices of members of the entertainment community. And
business conditions in all three places are extremely competitive.

First, at film festivals, our work will be submitted to the various film
festivals across the continent, and then, prior to each festival, judged against
thousands of other short film submissions. If our work is selected by the
respective festival's judging panel, our work then is exhibited at the festival
along with one hundred or more other films, all presumably of similar quality.
These conditions combine to create a very poor business environment for our
work, in that the likelihood of being offered professional production
opportunities as a result solely of these exhibitions is small.

Second, on the Internet, there is an overwhelming supply of entertainment
products, including short- and feature-length films and videos, and entertaining
written material such as essays, screenplays, teleplays, columns, short stories,
etc., and most of the suppliers of these entertainment products are actively
trying to get their products seen by the broad public, and many want to be
offered paid jobs in the entertainment industry to write, direct, produce or act
in television, music videos and/or film projects, which is similar to our plan.

With the advent of the Internet, the amateur entertainment suppliers have
multiplied geometrically. There are literally thousands upon thousands of
websites such as ours which feature the creative and artistic work of one or
more people in the fields of film, video and creative writing. Websites which
make available entertainment products similar to ours include atomfilms.com,
kinemafilms.com, shockwave.com, pitch-prods.com, cyanpictures.com,
paperbarkfilms.com, and alldaybreakfast.ca. These websites containing
entertainment products similar to ours - and many thousands more - are virtually
all more established than we are, and carry more material than we do currently,
and are more well-known than our website is.

Getting one's product noticed on the Internet in this environment of
overwhelming supply is extremely difficult. And with only a website which so far
contains little content, and only one short film in post-production which cannot
be uploaded onto our site until it is finished, and almost no promotion of the
site, our competitive position in this industry is very weak currently.


                                       23



The third area in which we need our products to be competitive initially is
within the actual work offices of the members of the entertainment community. As
we described above, our plan calls for sending copies of our products to the
very people and/or entities we make fun of in our parodies. This is because the
number of submissions - both solicited and unsolicited - which members of the
entertainment community receive is huge. Often agents, producers, studio heads
and others involved in programming in the entertainment industry will receive
hundreds of submissions every month, including script submissions, video
submissions and so on. Even with our unusual marketing and distribution method,
we face a daunting uphill battle to get our work noticed. And with our
relatively unknown status, our competitive position in this arena is, again,
very weak.

Our position is further weakened because price is not a method of competition in
this segment of the industry. Virtually no low-budget web-based supplier of
entertainment products charges for their products, making it impossible to
"undercut" the competition through price. And of course no supplier charges
members of the entertainment industry a fee when they send submissions because
suppliers are often desperate for members of the entertainment industry to view
their work. Quality of product is certainly a method of competition; however,
there, too, the sheer amount of entertainment products available make it close
to impossible to "rise above the rest" in terms of quality.

Another competitive method is "who you know", meaning that any personal and/or
business relationships cultivated with members of the entertainment community by
each supplier are utilized to get the respective supplier's work seen by those
members of the entertainment community. Here again, although our president and
Chairman worked for one season as a writers' assistant and assistant to the
executive producer on a sitcom which aired on the WB Network, and our
vice-president and secretary has worked as both a personal and business
assistant for several celebrities in the past, we nevertheless cannot say that
we are in a competitive advantage in this method of competition. Our "contacts"
in the entertainment industry do not go deep and wide, and while we certainly
will try to utilize whatever relationships with members of the entertainment
community we have to our advantage, we cannot say that we are in a necessarily
more competitive position in this method of competition than other suppliers,
many of whom are more closely associated with the entertainment industry.

Finally, if we were to be successful to the point where we would be asked to be
the production company of any kind of television programming or film of any
length, our competition would be significantly broadened to include some of the
largest and most well-established multi-national corporations in the world,
including Walt Disney Company, Sony Corp., Viacom, News Corp. and AOL Time
Warner (please see Risk Factors above).

Dependence On a Few Major Customers.    Although now with the Internet there are
literally almost an inifinite number of ways one may show one's entertainment
products to the public, there are still, nevertheless, only a very few ways to
show one's entertainment product to the public in exchange for money. There's
broadcast network programming, which includes NBC, CBS, ABC, FOX, WB and UPN,
and several basic cable "network" channels which have original entertainment
programming, including USA Network, Comedy Central, Lifetime, E! Entertainment
Television, the PAX network, ABC Family, and MTV Networks. There's also a
limited amount of original programming funded by premium pay cable outlets,
including HBO, Showtime, Cinemax and Encore! But there are not many other venues
for exhibiting one's work for money, and this huge amount of supply, combined
with relatively few customers for the supply, creates a "bottleneck" effect for
entertainment products, where there is a great deal of competition among
suppliers of entertainment content, such as the Company, and outlets which air
them, such as broadcast, basic cable and premium cable channels. (Please see
Risk Factors above.)

Right now we have no customers, and we anticipate no customers for the near
future. If our business plan was quite successful, then in the foreseeable
future we would likely be reliant on the very few customers delineated above for
all of our work.



                                       24



Intellectual Property and Labor Agreements.   Our success and ability to compete
will be dependent in part upon our ability to obtain and maintain protection for
our current and future literary properties, to defend our intellectual property
rights and to operate without infringing on the proprietary rights of others.
While we will attempt to rely, as needed, on a combination of copyrights and
trademarks to establish and protect our intellectual property rights - including
use of the U.S. Patent and Trademark Office's Form PA and the Writers Guild of
America's Intellectual Property Registry - we believe that factors such as the
technical and creative skills of our personnel are more essential to our success
and ability to compete. Despite use of the federal Form PA and the Writers
Guild's Intellectual Property Registry, there can be no assurance that any of
our intellectual property rights will provide competitive advantages or will not
be challenged, invalidated or circumvented by competitors. There can be no
assurance that disputes will not arise concerning the ownership of intellectual
property. Furthermore, there can be no assurance that intellectual properties
will not become known or be independently developed by competitors or that we
will be able to maintain the confidentiality of information relating to our
literary properties.

Conversely, content on our website may bring liability to the Company. Our
website could possibly face potential liability for negligence, copyright,
patent, trademark, defamation, indecency and other claims based on the nature
and content of the materials we post. Such claims have been brought and
sometimes successfully pressed against Internet content distributors. We could
also be exposed to liability with respect to unauthorized duplication of content
or unauthorized use of other parties' proprietary technology. Although, we
intend to obtain general liability insurance, it may not cover potential claims
of this type or may not be adequate to protect us from all liability that may be
imposed. Therefore any imposition of liability could hurt our business. (Please
see Risk Factors above.)

The only labor contract we have currently is the Experimental Film Agreement
with the Screen Actors Guild (see copy of executed Agreement, attached as an
Exhibit), which discusses the rules involved with hiring, paying and working
with the actors we use on our film and television shoots. We do not believe this
agreement with SAG will negatively affect our business, as it specifically
stipulates that we have the right as Producers to negotiate pay directly with
the performers we wish to hire, rather than be bound by SAG's normal minimum pay
structure. There are, however, other rules we are bound by because of this
Agreement with SAG, including actors' pension and health contributions, which we
feel do increase our costs somewhat. However, importantly, our Experimental Film
Agreement with SAG allows us to hire non-SAG actors as well, greatly broadening
our ability to search for the best and most cost-effective talent for our
productions.

Employees.   The total number of employees, including full- and part-time, which
we have is currently zero (0). We rely on the services of our President and
Chairman, Tal Kapelner, our Vice-President, Secretary and Director, Cheney
Shapiro, and our Treasurer, Ariella Kapelner, to devote as much time as they can
to the Company and its projects, and to spend time overseeing our administrative
responsibilities as well, but at this time we have no employees, not even our
three management personnel. In the event we are successful in generating revenue
and making our company profitable, employment contracts will be offered to
members of our management personnel, and if in the mid-future (1-3 years from
now) we are successful enough to have the resources for and need to hire
additional management or administrative or other personnel, we will do so.

With respect to our filmed entertainment products, those are worked on by
independent contractors who work on each shoot on a project basis. For example,
a director of photography and a script supervisor were retained for "The G! True
Tinseltown Tale: Dude, Where's My Car?" and then paid by the shoot day as
independent contractors. Currently the film is in post-production getting edited
by an editor who is paid by the hour and is also not an employee. The only
exception to this are the actors. Pursuant to the contract we signed with the
Screen Actors Guild, we are required to consider the actors we hire on each film
employees, even if they are hired for only one day. However, the typical length
of employment for actors on a short film shoot is 1-2 days (such as it was with
"The G! True Tinseltown Tale: Dude, Where's My Car?"). This is typical of our
industry and we will likely continue to produce film entertainment products
without hiring employees, except for the actors on very short-term bases.



                                       25


Reports to Security Holders.

We will not voluntarily send an annual report to security holders. However, upon
the effective date of this registration statement, we shall become subject to
the requirement to prepare a 10-KSB (annual report) every year, and once each
10-KSB has been prepared and approved by our counsel for filing with the SEC, we
will provide this report to any security holder who requests one, and these
reports will include audited financial statements.

We do not currently file reports with the Securities and Exchange Commission.
However, upon the effective date of this registration statement, we shall become
subject to the following filing requirements under Section 12 of the Securities
and Exchange Act of 1934:

        -   The requirement to file periodic reports under Section 13(a);
        -   The proxy rules under Section 14(a) and (c);
        -   Section 16 (including the requirement to file forms 3, 4 and 5); and
        -   The Williams Act, including:
                o   the beneficial ownership reporting rules under Section 13(d)
                    and 13(g);
                o   the issuer tender offer and going private transaction rules
                    under Section 13(e);
                o   the third-party tender offer rules under Section 14(e);
                o   the institutional investment manager reporting rules under
                    Section 13(f); and
                o   the basic disclosure, procedural and anti-fraud requirements
                    for all tender offers under Section 14(e).

The public may read and copy any materials we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
site is http://www.sec.gov. Our Internet address is http://www.tallyhoventures.com.

Item 17. Management's Discussion and Analysis or Plan of Operation.

We can continue to operate, albeit in a limited capacity, without the additional
funding provided by this offering. We believe that with the website and its
initial content already in place and our first short film nearly complete, the
Company's business plan and operations can continue and will not be placed in
jeopardy if this offering is not successful. And Management has committed to
personally maintaining, if necessary, the financial resources for the Company to
meet its administrative responsibilities over the coming year, in order that our
marketing plan can be pursued. However, we have never had any revenues and do
not anticipate any in the next 12 months; we have subsisted so far in loans from
Management. And in order to maintain our administrative responsibilities over
the next 12 months, and also apply for a priced quotation on the OTC Pink Sheets
in the coming year, without personal financial support from Management, we need
to sell at least $12,700 worth of our stock in this offering.

If we can sell at least 10% of the shares in this offering - $25,000 worth -
then we will be able to maintain our administrative responsibilities for the
next 12 months, apply for listing on the OTC Pink Sheets as planned in the next
12 months, and also produce enough new entertainment products in the next 12
months to keep our business plan viable, all without personal financial support
from Management.

Over the next 12 months, we plan to produce a minimum of 1 television pilot, 7
super-short (under ten minutes long) films and 7 short films (10-40 minutes
long).

Our idea for the television pilot is a "behind-the-scenes" reality-based
television show which will feature edited footage of three writing partners
coming together at a table to write a comedy sketch of their choosing. The first
two-thirds of the show will contain this footage showing the writers attempting
to put funny material down on paper in the form of a five-minute comedy skit.
The final 5-10 minutes of the program will feature professional actors actually
performing the skit the writers just completed writing, as well as bonus
behind-the-scenes footage showing the actors first reading their lines and
rehearsing.


                                       26



We have many ideas in development for our short and super short films, including
a spoof of Viacom's basic cable channel MTV, tentatively titled "20 Things You
Won't See on MTV (Like Dignity)"; a parody of the television series "Inside the
Actor"s Studio"; a parody of the Carl's Jr. commercials (Carl's Jr. is a
fast-food restaurant chain owned by CKE, which also owns Hardee's restaurants);
and a web-exclusive video vignette featuring two sets of teams, each with their
own car, attepting to garner the most number of parking tickets in one day in
the Greater Los Angeles Area.

We have no purchases or sales of plant and/or significant equipment planned in
the next 12 months.

We do not anticipate any significant changes in the number of employees. We
currently have zero and anticipate having zero employees in the next 12 months.

Item 18. Description of Property.

We have our offices at 518 Oak Street #2 in Glendale, California. We do not own
this property - which is in good, working condition, in a modern apartment
building - but rather it is provided to us for free as a work space by our
president and Chairman, Tal Kapelner, who himself rents the apartment of which
we use a portion. It contains sufficient space and materiel for us to do our
administrative work for the Company; however, it is the opinion of management of
the Company that this property is not adequately covered by insurance;
specifically, there is no renter's insurance for this apartment.

Currently, and for the foreseeable future (over the next 12 months), it is our
policy to not engage in any investments in real estate or interests in real
estate, or any investments in real estate mortgages, or any securities of or
interests in persons primarily engaged in real estate activity; however, we do
not have in place specific, written limitations on the percentage of assets
which may be invested in any one investment, or type of investment. This policy
we have described may be changed without a vote of our security holders.
Currently, it is not our policy to acquire assets either primarily for possible
capital gain or primarily for income.

Item 19. Certain Relationships and Related Transactions.

The Company does not have any parents.

We have no promoters.

Item 20. Market for Common Equity and Related Stockholder Matters.

There is no public trading market where our common equity is traded.

There is zero common equity for the Company which is subject to outstanding
options or warrants to purchase, or securities convertible into our common
equity.

There is zero common equity which could be sold pursuant to Rule 144 under the
Securities Act or that we have agreed to register under the Securities Act for
sale by security holders.

There is zero common equity which is being or has been proposed to be publicly
offered by the Company, the offering of which could have a material effect on
the market price of our common equity.

We have only one authorized class of common equity, and that is our Common
Stock. There are seven holders of record of this class of common equity.



                                       27




                           INDEPENDENT AUDITORS REPORT


To the Board of Directors
   Tally-Ho Ventures, Inc.
   (A Development Stage Company)
   Glendale, California

We have audited the accompanying balance sheet of Tally-Ho Ventures, Inc. as of
December 31, 2002, and the related statements of expenses, stockholders'
deficit, and cash flows for the period from November 21, 2002 (Inception)
through December 31, 2002. These financial statements are the responsibility of
Tally-Ho's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tally-Ho Ventures, Inc., as of
December 31, 2002, and the results of its operations and its cash flows for the
period described in conformity with accounting principles generally accepted in
the United States of America.


MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas

March 30, 2003


                                      F-1




                             TALLY-HO VENTURES, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                             As of December 31, 2002




                                     ASSETS

Current Assets
    Cash                                                         $  2,450
                                                                 ========


                     LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES

Current Liabilities
    Notes payable to shareholders                                $  2,524
                                                                 --------

Commitments


STOCKHOLDERS' DEFICIT

    Common stock, $.001 par, 75,000,000 shares
       authorized, 43,150,000 shares issued and outstanding       43,150
    Paid in capital                                               21,052
    Deficit accumulated during the development stage             (64,276)
                                                                 --------
       Total Stockholders' Deficit                                   (74)
                                                                 --------
          Total Liabilities and Stockholders' Deficit            $  2,450
                                                                 ========


                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                      F-2




                             TALLY-HO VENTURES, INC.
                          (A Development Stage Company)
                              STATEMENT OF EXPENSES
                For the Period from November 21, 2002 (Inception)
                            Through December 31, 2002



Administrative expenses
    - paid in cash                                               $     74
    - paid in stock                                                64,200
    - imputed interest                                                  2
                                                                  --------
Net loss                                                         $(64,276)
                                                                  ========

                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                      F-3



                             TALLY-HO VENTURES, INC.
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                For the Period from November 21, 2002 (Inception)
                            Through December 31, 2002


                                                             Deficit
                                                           Accumulated
                                                             During
                                       Common Stock        Development
                                    Shares       Amount      Stage        Totals
                                 -----------  -----------  -----------  -----------
Shares issued to founder
    in November 2002 at
    par $.001                     41,050,000  $    41,050               $    41,050

Shares issued for services
    in November 2002 at
    par $.001                      2,100,000        2,100                     2,100

Shares canceled                  (21,050,000)

Shares issued for services
    In November 2002 at
    par $.001                     21,050,000       21,050                    21,050

Imputed interest on notes
    payable to shareholders                             2                         2

Net loss                                                    $   (64,276)    (64,276)
                                  -----------  -----------  -----------  -----------
Balances, December 31, 2002        43,150,000       64,202  $   (64,276) $      (74)
                                  ===========  ===========  ===========  ===========
                  Less:  par value                  43,150
                                               -----------
                  Paid in capital              $    21,052
                                               ===========



                 See accompanying summary of accounting policies
                       and notes to financial statements.


                                      F-4




                             TALLY-HO VENTURES, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                For the Period from November 21, 2002 (Inception)
                            Through December 31, 2002


CASH FLOWS FROM OPERATING ACTIVITIES
    Net deficit accumulated during the
       development stage                                       $ (64,276)
    Adjustments to reconcile net deficit
       to cash used in operating activities:
    Stock issued to founder                                       41,050
    Stock issued for services                                     23,150
    Imputed interest on notes payable to shareholders                  2
                                                               ----------
NET CASH USED IN OPERATING ACTIVITIES                                (74)
                                                               ----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable to shareholders                    2,524
                                                               ----------

NET CHANGE IN CASH                                                 2,450
         Cash balance, beginning
                                                               ----------
         Cash balance, ending                                  $   2,450
                                                               ==========
Supplemental Disclosures:
    Interest paid in cash                                      $       0
    Income taxes paid in cash                                          0



                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                      F-5





                             TALLY-HO VENTURES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business.  Tally-Ho Ventures, Inc., was incorporated in Delaware on
November 21, 2002 to produce films and television programs.

Fiscal Year End. Tally-Ho's fiscal year ends on December 31.

Use of Estimates. In preparing financial statements, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheet and revenue and expenses in the income statement. Actual
results could differ from those estimates.

Cash and Cash Equivalents. For purposes of the statement of cash flows, Tally-Ho
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents. There were no cash equivalents as
of December 31, 2002.

Revenue recognition. Tally-Ho has no revenue recognition policy because it has
no revenues.

Income taxes. Tally-Ho recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. Tally-Ho provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.

Recently issued accounting pronouncements. Tally-Ho does not expect the adoption
of recently issued accounting pronouncements to have a significant impact on
their results of operations, financial position or cash flow.


NOTE 2 - NOTES PAYABLE TO SHAREHOLDERS

In November & December 2002, the majority shareholders loaned Tally-Ho $2,524.
The notes mature 12 months from issuance, bear no interest and have no
collateral. Interest expense is being imputed at 8 percent and is recorded as
paid in capital.


NOTE 3 - COMMON STOCK

In November 2002, Tally-Ho's founder was issued 41,050,000 shares of common
stock valued at par or $41,050.

In November 2002, Tally-Ho issued 2,100,000 shares of common stock valued at par
or $2,100 for services rendered.

In November 2002, the founder gifted 21,050,000 shares of common stock to five
ndividuals for services performed for Tally-Ho.  The shares were accounted for
as canceled and reissued by Tally-Ho for services.  The shares were valued at
par or $21,050 and have been expensed.

                                      F-6



                             TALLY-HO VENTURES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 4 - INCOME TAXES

                  Deferred tax assets                               $   10
                  Less: valuation allowance                            (10)
                                                                    -------
                  Net deferred taxes                                $    0
                                                                    =======

Tally-Ho has a net operating loss of approximately $75 at December 31, 2002
which expires in 2022.


NOTE 5 - COMMITMETS

Tally-Ho's principal office is in the home of Tally-Ho's president pursuant to
an oral agreement on a rent-free month-to-month basis.

                                      F-7





                             TALLY-HO VENTURES, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                              As of March 31, 2003
                                   (Unaudited)



                                     ASSETS

Current Assets
    Cash                                                            $    230
    Loans to a related party                                           1,300
                                                                    --------
                                                                    $  1,530
                                                                    ========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES

Current Liabilities
    Notes payable to shareholders                                   $  2,676
                                                                    --------


STOCKHOLDERS' DEFICIT

    Common stock, $.001 par, 75,000,000 shares
       authorized, 43,150,000 shares issued and outstanding           43,150
    Additional paid in capital                                        21,104
    Deficit accumulated during the development stage                 (65,400)
                                                                    --------
       Total Stockholders' Deficit                                    (1,146)
                                                                    --------
          Total Liabilities & Stockholders' Deficit                 $  1,530
                                                                    ========




                                      F-8




                             TALLY-HO VENTURES, INC.
                          (A Development Stage Company)
                             STATEMENTS OF EXPENSES
            For the Three Months ended March 31, 2003 and the Period
            from November 21, 2002 (Inception) Through March 31, 2003
                                   (Unaudited)


                                        3 Months          Inception
                                          Ended            Through
                                         March 31,         March 31,
                                           2003              2003
                                        ---------         ---------
Administrative expenses
    - paid in cash                      $   1,072         $   1,146
    - paid in stock                                          64,200
    - imputed interest                         52                54
                                        ---------         ---------
Net loss                                $  (1,124)        $ (65,400)
                                        =========         =========

Basic and diluted loss per
   common share                         $    (.00)
Weighted average common
   shares outstanding                  43,150,000



                                      F-9



                             TALLY-HO VENTURES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
            For the Three Months ended March 31, 2003 and the Period
            from November 21, 2002 (Inception) Through March 31, 2003
                                   (Unaudited)

                                                    3 Months          Inception
                                                     Ended            Through
                                                    March 31,         March 31,
                                                     2003              2003
                                                   ---------         ---------

CASH FLOWS FROM OPERATING ACTIVITIES
    Net deficit accumulated during the
       development stage                           $  (1,124)        $ (65,400)
    Adjustments to reconcile net loss
       to cash used in operating activities:
    Stock issued to founders                                            41,050
    Stock issued for services                                           23,150
    Imputed interest on notes payable
       to shareholders                                    52                54
                                                   ---------         ---------
NET CASH USED IN OPERATING ACTIVITIES                 (1,072)           (1,146)
                                                   ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds of loan to related party                 (1,300)           (1,300)

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable to shareholders          152             2,676
                                                   ---------         ---------
NET CHANGE IN CASH                                    (2,220)              230
    Cash balance, beginning                            2,450
                                                   ---------         ---------
    Cash balance, ending                           $     230         $     230
                                                   =========         =========


                                      F-10





                             TALLY-HO VENTURES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Tally-Ho Ventures,
Inc. ("Tally-Ho") have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission ("SEC"), and should be read in conjunction
with the audited financial statements and notes thereto contained in Tally-Ho's
Registration Statement filed with the SEC on Form SB-2. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosures contained in the audited
financial statements for fiscal year 2002 as reported in the SB-2 have been
omitted.


NOTE 2 - LOANS FROM SHAREHOLDERS

In March 2003, Tally-Ho loaned $1,300 to a company controlled by a Tally-Ho
majority shareholder.  The loan is short-term, bears no interest, and has no
collateral.  The $1,300 was paid back to Tally-Ho in early April 2003.

                                      F-11



                PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

There are no charter provisions, by-laws, contracts or other arrangements that
insures or indemnifies a controlling person, director or officer of the Company
which affects his or her liability in their capacity as controlling person,
director or officer.

However, Section 145 of the Delaware General Corporation law makes provision for
the indemnification of officers and directors under certain circumstances from
liabilities, including reimbursement for expenses incurred, arising under the
Securities Act. Section 145 of the Delaware General Corporation law empowers a
corporation to indemnify its directors and officers and to purchase insurance
with respect to liability arising out of their capacity or status as directors
and officers, provided that this provision shall not eliminate or limit the
liability of a director:

        -   for any breach of the director's duty of loyalty to the corporation
            or its stockholders;
        -   for acts or omissions not in good faith or which involve intentional
            misconduct or a knowing violation of law;
        -   arising under Section 174 of the Delaware General Corporation law;
            or
        -   for any transaction from which the director derived an improper
            personal benefit.

The Delaware General  Corporation law provides further that the  indemnification
permitted  thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's  bylaws,  any
agreement, a vote of stockholders or otherwise.

Item 25. Other Expenses of Issuance and Distribution.

The following is an itemized statement of all expenses of the offering:

SEC Registration Fee:                              20
EDGARizing Fees:                                  500*
State Blue Sky Registration Fees:                 275*
Transfer Agent Fees and Certificate Printing:     600*
Copying and Printing Prospectus:                  250*
Mailing and Couriering Prospectus:              1,500*
Accounting:                                     2,000*
                                              ----------
                                    Total:      5,145*

* estimate

Item 26. Recent Sales of Unregistered Securities.

On November 21, 2002, we sold 100,000 shares of our Common Stock to Valerie
Hanna, in exchange for $100 worth of legal services rendered, at a price of
$0.001 per share. The section of the Securities Act under which we claim
exemption from registration is Section 4(2). The facts we relied upon to make
the exemption available include the fact that the shares were issued only to one
person and not as part of any public offering, but instead simply as exchange
for legal services rendered.

On November 21, 2002, we sold 41,050,000 shares of our Common Stock to Tal
Kapelner and/or assigns, in exchange for the business plan for Tally-Ho
Ventures, Inc. worth $41,050 (see Financial Statements), at a price of $0.001
per share. The section of the Securities Act under which we claim exemption from
registration is Section 4(2). The facts we relied upon to make the exemption
available include the fact that the shares were issued only to one person and
not as part of any public offering, but instead simply as exchange for business
plan provided.

Later on November 21, 2002, Tal Kapelner instructed the Company's transfer agent
to assign 20,000,000 of his 41,050,000 shares to himself, 20,000,000 of his
shares to Cheney Shapiro, and 1,000,000 of his shares to Ariella Kapelner as
gifts made on the Company's behalf to the members of management. Tal Kapelner
instructed the transfer agent to issue the remaining 50,000 shares to two
individuals who are not part of the Company - Anita M. Rodgers and Anne S. Rody
- - which were gifts made on the Company's behalf.


                                       28



On November 21, 2002, we sold 2,000,000 shares of our Common Stock to FMCOCO,
Inc., a Colorado corporation, in exchange for $2,000 worth of business
consulting services rendered, at a price of $0.001 per share. The section of the
Securities Act under which we claim exemption from registration is Section 4(2).
The facts we relied upon to make the exemption available include the fact that
the shares were issued only to one entity and not as part of any public
offering, but instead simply as exchange for business consulting services
rendered.

Item 27. Exhibits.

Index of Exhibits

Certificate of Incorporation                              page EX-1

By-laws                                                   page EX-2

Instruments defining the rights of holders,
incl. indentures                                          (see By-laws exhibit)

Opinion re: legality                                      page EX-8

Web design and maintenance contract                       page EX-9

Experimental Film Agreement with the Screen Actors Guild  page EX-10

Consent of Independent Certified Public Accountants       page EX-19

Consent of Counsel                                        page EX-20



                                       29



                                   SIGNATURES


In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Glendale, State of California on April 10, 2003

TALLY-HO VENTURES, INC.
________________________________________________________________________________
By: /s/ Tal L. Kapelner                      President
________________________________________________________________________________


In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:

/s/ Tal L. Kapelner
________________________________________________________________________________
    President and Chairman of the Board of Directors
________________________________________________________________________________
    April 10, 2003
________________________________________________________________________________

/s/ Cheney Shapiro
________________________________________________________________________________
    Vice-President and Director
________________________________________________________________________________
    April 10, 2003
________________________________________________________________________________

/s/ Ariella Kapelner
________________________________________________________________________________
    Treasurer
________________________________________________________________________________
    April 10, 2003
________________________________________________________________________________

EX-3.1

                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 11/21/2002
                                                             020730706 - 3594839




                          CERTIFICATE OF INCORPORATION

                                       OF


                             TALLY-HO VENTURES, INC.

    FIRST.  The name of this corporation shall be:

                             TALLY-HO VENTURES, INC.

    SECOND.  Its registered office in the State of Delaware is to be located at
3422 Old Capitol Trail, Suite 584, in the City of Wilmington, County of New
Castle, 19808 and its registered agent at such address is SAMUEL WIERDLOW, INC.

    THIRD.  The purpose or purposes of the corporation shall be:

    To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

    FOURTH.  The total number of shares of stock which this corporation is
authorized to issue is:

    Seventy Five Million (75,000,000) shares at $.001 par value.

    FIFTH.  The name and address of the incorporator is as follows:

                    Stan Medley
                    Samuel Wierdlow, Inc.
                    3422 Old Capitol Trail  #584
                    Wilmington, DE 19808

    SIXTH.  The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.

    IN WITNESS WHEREOF, the undersigned, being the incorporator herein before
named, has executed, signed and acknowledged this certificate of incorporation
this 4th day of November, 2002.


                           /s/ Stan Medley
                            _______________________________
                               Stan Medley
                               Incorporator

EX-3.2

                                     BYLAWS

                                       of


                             TALLY-HO VENTURES, INC.


                               ARTICLE I - OFFICES

SECTION 1. REGISTERED OFFICE. -- The registered office shall be established and
maintained at 3422 Old Capitol Trail #584, in the City of Wilmington, County of
New Castle, State of Delaware, 19808.

SECTION 2. OTHER OFFICES. --The corporation may have other offices, either
within or without the State of Delaware, at such place or places as the Board of
Directors may from time to time appoint or the business of the corporation may
require.


                      ARTICLE II - MEETING OF STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS. --Annual meetings of stockholders for the election
of directors and for such other business as may be stated in the notice of the
meeting, shall be held at such place, either within or without the State of
Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting. In the event the
Board of Directors fails to so determine the time, date and place of meeting,
the annual meeting of stockholders shall be held at the registered office of the
corporation in Delaware on November 21.

If the date of the annual meeting shall fall upon a legal holiday, the meeting
shall be held on the next succeeding business day. At each annual meeting, the
stockholders entitled to vote shall elect a Board of Directors and may transact
such other corporate business as shall be stated in the notice of the meeting.

SECTION 2. OTHER MEETINGS. --Meetings of stockholders for any purpose other than
the election of directors may be held at such time and place, within or without
the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3. VOTING. --Each stockholder entitled to vote in accordance with the
terms and provisions of the Certificate of Incorporation and these Bylaws shall
be entitled to one vote, in person or by proxy, for each share of stock entitled
to vote held by such stockholder, but no proxy shall be voted after three years
from its date unless such proxy provides for a longer period. Upon the demand of
any stockholder, the vote for directors and upon any question before the meeting
shall be by ballot. All elections for directors shall be decided by plurality
vote; all other questions shall be decided by majority vote except as otherwise
provided by the Certificate of Incorporation or the laws of the State of
Delaware.

SECTION 4. STOCKHOLDER LIST. --The officer who has charge of the stock ledger of
the corporation shall at least 10 days before each meeting of stockholders
prepare a complete alphabetical addressed list of the stockholders entitled to
vote at the ensuing election, with the number of shares held by each. Said list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. The list shall be
available for inspection at the meeting.

SECTION 5. QUORUM. --Except as otherwise required by law, by the Certificate of
Incorporation or by these By-Laws, the presence, in person or by proxy, of
stockholders holding a majority of the stock of the corporation entitled to vote
shall constitute a quorum at all meetings of the stockholders. In case a quorum
shall not be present at any meeting, a majority in interest of the stockholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until the requisite amount of stock entitled to vote shall be
present. At any such adjourned meeting at which the requisite amount of stock
entitled to vote shall be represented, any business may be transacted which
might have been transacted at the meeting as originally noticed; but only those
stockholders entitled to vote at the meeting as originally noticed shall be
entitled to vote at any adjournment or adjournments thereof.

SECTION 6. SPECIAL MEETINGS. --Special meetings of the stockholders, for any
purpose, unless otherwise prescribed by statue or by the Certificate of
Incorporation, may be called by the president and shall be called by the
President or secretary at the request in writing of a majority of the directors
or stockholders entitled to vote. Such request shall state the purpose of the
proposed meeting.

SECTION 7. NOTICE OF MEETINGS. --Written notice, stating the place, date and
time of the meeting, and the general nature of the business to be considered,
shall be given to each stockholder entitled to vote thereat at his address as it
appears on the records of the corporation, not less than ten nor more than fifty
days before the date of the meeting.

SECTION 8. BUSINESS TRANSACTED. --No business other than that stated in the
notice shall be transacted at any meeting without the unanimous consent of all
the stockholders entitled to vote thereat.

SECTION 9. ACTION WITHOUT MEETING. --Except as otherwise provided by the
Certificate of Incorporation, whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or the Certificate of Incorporation or
of these By-Laws, the meeting and vote of stockholders may be dispensed with, if
a majority of the stockholders who would have been entitled by vote upon the
action if such meeting were held, shall consent in writing to such corporate
action being taken.


ARTICLE III - DIRECTORS

SECTION 1. NUMBER AND TERM. --The number of directors shall be less than seven.
The directors shall be elected at the annual meeting of the stockholders and
each director shall be elected to serve until his successor shall be elected and
shall qualify. The number of directors may not be less than two except that
where all the shares of the corporation are owned beneficially and of record by
either one or two stockholders, the number of directors may be less than two but
not less than the number of stockholders.

SECTION 2. RESIGNATIONS. --Any director, member of a committee or other officer
may resign at any time. Such resignation shall be made in writing, and shall
take effect at the time specified therein, and if no time be specified, at the
time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.

SECTION 3. VACANCIES. --If the office of any director, member of a committee or
other officer becomes vacant, the remaining directors in office, though less
than a quorum by a majority vote, may appoint any qualified person to fill such
vacancy, who shall hold office for the unexpired term and until his successor
shall be duly chosen.

SECTION 4. REMOVAL. --Any director or directors may be removed either for or
without cause at any time by the affirmative vote of the holders of a majority
of all the shares of stock outstanding and entitled to vote, at a special
meeting of the stockholders called for the purpose and the vacancies thus
created may be filled, at the meeting held for the purpose of removal, by the
affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5. INCREASE OF NUMBER. --The number of directors may be increased by
amendment of these bylaws by the affirmative vote of a majority of the
directors, though less than a quorum, or, by the affirmative vote of a majority
in interest of the stockholders, at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional directors may be chosen
at such meeting to hold office until the next annual election and until their
successors are elected and qualify.

SECTION 6. COMPENSATION. --Directors shall not receive any stated salary for
their services as directors or as members of committees, but by resolution of
the board a fixed fee and expenses of attendance may be allowed for attendance
at each meting. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer, agent
or otherwise, and receiving compensation therefor.

SECTION 7. ACTION WITHOUT MEETING. --Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken with out a meeting, if prior to such action a written consent thereto
is signed by all members of the board, or of such committee as the case may be,
and such written consent is filed with the minutes of proceedings of the board
or committee.


                              ARTICLE IV - OFFICERS

SECTION 1. OFFICERS. --The officers of the corporation shall consist of a
President, a Treasurer, and a Secretary, and shall be elected by the Board of
Directors and shall hold office until their successors are elected and
qualified. In addition, the Board of Director may elect a Chairman, one or more
Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it
may deem proper. None of the officers of the corporation need be directors. The
officers shall be elected at the first meeting of the Board of Directors after
each annual meeting. More than two offices may be held by the same person.

SECTION 2. OTHER OFFICERS AND AGENTS. --The Board of Directors may appoint such
officers and agents as it may deem advisable, who shall hold their offices for
such terms and shall exercise such power and perform such duties as shall be
determined from time to time by the Board of Directors.

SECTION 3. CHAIRMAN. --The Chairman of the Board of Directors if one be elected,
shall preside at all meetings of the Board of Directors and he shall have and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.

SECTION 4. PRESIDENT. --The President shall be the Chief Executive Officer of
the corporation and shall have the general powers and duties of supervision and
management usually vested in the office of President of a corporation. He shall
preside at all meetings of the stockholders if present thereat, and in the
absence or non-election of the Chairman of the Board of Directors, at all
meetings of the Board of Directors, and shall have general supervision,
direction and control of the business of the corporation Except as the Board of
Directors shall authorize the execution thereof in some other manner, he shall
execute bonds, mortgages, and other contracts in behalf of the corporation, and
shall cause the seal to be affixed to any instrument requiring it and when so
affixed the seal shall be attested by the signature of the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5. VICE-PRESIDENT. --Each Vice-President shall have such powers and
shall perform such duties as shall be assigned to him by the directors.

SECTION 6. TREASURER. --The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate account of receipts and
disbursement in books belonging to the corporation. He shall deposit all moneys
and other valuables in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by
the Board of Directors, or the President, taking proper vouchers for such
disbursement. He shall render to the President and Board of Directors at the
regular meetings of the Board of Directors, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the board shall prescribe.

SECTION 7. SECRETARY. --The Secretary shall give, or cause to be given, notice
of all meetings of stockholders and directors, and all other notices required by
law or by these Bylaws, and in case of his absence or refusal or neglect so to
do, any such notice may be given by any person thereunto directed by the
President, or by the directors, or stockholders, upon whose requisition the
meeting is called as provided in these Bylaws. He shall record all the
proceedings of the meetings of the corporation and of directors in a book to be
kept for that purpose. He shall keep in safe custody the seal of the
corporation, and when authorized by the Board of Directors, affix the same to
any instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of any assistant secretary.

SECTION 8. ASSISTANT TREASURERS & ASSISTANT SECRETARIES. --Assistant Treasurers
and Assistant Secretaries, if any, shall be elected and shall have such powers
and shall perform such duties as shall be assigned to them, respectively, by the
Directors.


                                    ARTICLE V

SECTION 1. CERTIFICATES OF STOCK. --Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the name of the
corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the
President or a vice-president and the Treasurer or an assistant treasurer, or
the Secretary of the corporation, certifying the number of shares owned by him
in the corporation. If the corporation shall be authorized to issue more than
one class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations, or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class of series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights. Where a certificate is countersigned (1) by a
transfer agent other than the corporation or its employee, or (2) by a registrar
other than the corporation or its employee, the signatures of such officers may
be facsimiles.

SECTION 2. LOST CERTIFICATES --New certificates of stock may be issued in the
place of any certificate therefore issued by the corporation, alleged to have
been lost or destroyed, and the directors may, in their discretion, require the
owner of the lost or destroyed certificate or his legal representatives, to give
the corporation a bond, in such sum as they may direct, not exceeding double the
value of the stock, to indemnify the corporation against it on account of the
alleged loss of any such new certificate.

SECTION 3. TRANSFER OF SHARES. --The shares of stock of the corporation shall be
transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal representatives, and upon such transfer the
old certificates shall be surrendered to the corporation by the delivery thereof
to the person in charge of the stock and transfer books and ledgers, or to such
other persons as the directors may designate, by who they shall be cancelled,
and new certificates shall thereupon be issued. A record shall be made of each
transfer and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4. STOCKHOLDERS RECORD DATE. --In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the day of such meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

SECTION 5. DIVIDENDS. --Subject to the provisions of the Certificate of
Incorporation the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividends there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper working capital or as a reserve fund to meeting
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.

SECTION 6. SEAL. --The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its creation and the words
"CORPORATE SEAL DELAWARE." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.

SECTION 7. FISCAL YEAR. --The fiscal year of the corporation shall be determined
by resolution of the Board of Directors.

SECTION 8. CHECKS --All checks, drafts, or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by the officer or officers, agent or agents of the
corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

SECTION 9. NOTICE AND WAIVER OF NOTICE. --Whenever any notice is required by
these Bylaws to be given, personal notice is not meant unless expressly stated,
and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed to the
person entitled thereto at his address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the provisions of any
law, or under the provisions of the Certificate of Incorporation of the
corporation or these Bylaws, a waiver thereof in writing signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed proper notice.


                             ARTICLE VI - AMENDMENTS

These Bylaws may be altered and repealed and Bylaws may be made at any annual
meeting of the stockholders or at any special meeting thereof if notice thereof
is contained in the notice of such special meeting by the affirmative vote of a
majority of the stock issued and outstanding or entitled to vote thereat, or by
the regular meeting of the Board of Directors, at any regular meeting of the
Board of Directors, or at any special meeting of the Board of Directors, if
notice thereof is contained in the notice of such special meeting.

Adopted this 21st day of November, 2002


                                           /s/ Tal Kapelner
                                               Tal Kapelner, Director

                                           /s/ Cheney Shapiro
                                               Cheney Shapiro, Director

EX-5.1

                                                               VALERIE L. HANNA
                                        licensed in California & Ontario, Canada
                                                                 Attorney at law

TEL:  (310) 471-9759
FAX:  (310) 471-9759

April 11, 2003

Tally-Ho Ventures, Inc.
and the Persons and
Entities who become
Personnel thereof
518 Oak St. #2
Glendale, CA 91204


Ladies and Gentlemen:

     We render herewith our opinion as to certain matters pursuant to your
request.

     In rendering our opinion, we have examined and relied upon the following:

     (a)  The Certificate of Incorporation dated November 4, 2002 and filed
          November 21, 2002; and bylaws of the Company dated November 21, 2002;

     (b)  The materials contained in the Registration Statement of the
          Corporation, dated April 10, 2003 (the "STATEMENT") concerning the
          offering of the Stock;

     (c)  The Certificate of the Corporation dated April 10, 2003 attached
          hereto as Exhibit "A" (the "Corporation Certificate"). The opinions
          expressed in subparagraphs two and three below, as to factual
          matters, are given in reliance upon the Corporation's Securities
          Certificate;

     (d) Such other documents and instruments as we have deemed necessary in
         order to enable us to render the opinions expressed herein.

     For the purposes of rendering this opinion, we have assumed that no person
or entity has engaged in fraud or misrepresentation regarding the inducement
relating to, or the execution or delivery of, the documents reviewed.
Furthermore, we express no opinion as to the validity of any of the assumptions,
form, or content of any financial or statistical data contained in the
STATEMENT. We do not assume any obligation to advise investors or their
representatives beyond the opinions specifically expressed. The terms used in
this opinion shall have the meaning ascribed to them in the documents relied
upon in rendering our opinion.

     Based upon the foregoing assumptions, our review of the above documents and
our reliance, as to factual matters, upon the representations in the Corporation
Certificate, and subject to the qualifications listed herein, we are of the
opinion that:

     1.  The Company is a duly organized and validly existing corporation under
the laws of the State of Delaware, and upon the filing of required state
documents with the appropriate authorities, will be fully authorized to transact
the business in which it is engaged and in which it proposes to engage if it
conducts its business as described in the STATEMENT.

________________________________________________________________________________
12361 DEERBROOK LANE, LOS ANGELES, CA  90049


                                       1



     2.  The Stocks, when issued and sold, will be validly and legally issued
under the laws of the State of Delaware; provided, however, that no opinion is
rendered under this paragraph 2 regarding compliance with federal or state
securities or blue sky laws. The Stocks, when issued and sold upon payment of
the offering price, will be fully paid and non-assessable and binding on the
company in accordance with their terms.

     3.  The Stocks, when issued and sold by the Company, will conform in all
material respects to all statements concerning them contained in the STATEMENT.

     4.  The disclosures contained in the STATEMENT, taken together with the
PRESIDENT's offer to each subscriber to provide access to additional
information, are sufficient to satisfy the "information requirements" of the
registration exemptions under the Securities Act of 1933, Regulation S-B, as
amended, assuming the receipt by each purchaser of a copy of the STATEMENT.

     Nothing herein shall constitute an opinion as to the laws of any state or
jurisdiction other than the laws of the State of Delaware and federal law
regardless of the selected choice of law stated in any document discussed in
this letter.

     Our opinion is limited to the specific opinions expressed above. No other
opinions are intended to be inferred therefrom. This opinion is addressed to and
is for the benefit solely of the Company and its officers, and no other person
or persons shall be furnished a copy of this opinion or are entitled to rely on
the contents herein without our express written consent. In the event that any
of the facts are different from those which have been furnished to us and upon
which we have relied, the conclusions as set forth above cannot be relied upon.

     The opinions contained in this letter are rendered as of the date hereof,
and we undertake no, and hereby disclaim any, obligation to advise you of any
changes in or any new developments which might affect any matters or opinions
set forth herein.


                                                        Very truly yours,


                                                        /s/ Valerie Hanna
                                                            Valerie Hanna

EX-10.1

     Memorandum of Understanding between Steven Aguilera of GraphicPark.net
               and Tally-Ho Ventures, Inc., a Delaware Corporation

Steven Aguilera of GraphicPark.net agrees to create one website at
www.tallyhoventures.com for Tally-Ho Ventures, Inc., a Delaware Corporation
(hereafter referred to as "Tally-Ho Ventures, Inc.") for the sum of $900. This
will include a basic "search engine optimization" package entailing necessary
website programming and search engine registration to the top ten search
engines. This price also includes the incorporation into the website of any of
the following material provided by Tally-Ho Ventures, Inc. to Steven Aguilera of
GraphicPark.net within 45 days of execution of this Memorandum of Understanding
(which shall be referred to as the "initial website creation"): video
presentations, screenplays, essays or any other writing samples provided by
Tally-Ho Ventures, Inc., contact information and company information requested
by Tally-Ho Ventures, Inc. The price shall not exceed this amount for the
initial website creation.

Once initial work has been completed to each party's satisfaction, any
additional work may be billed at an hourly "maintenance" fee of $75/hour. This
includes changes to advertising banners, text content, design changes,
additions, email and hosting setups, search engine optimization or any
programming needed.

Steven Aguilera and/or GraphicParic.net shall not be responsible for any claims
made by Tally-Ho Ventures, Inc. through this website, who takes sole
responsibility for any consequences of such.

Steven Aguilera and/or GraphicPark.net is responsible for the creation of said
website but does not guarantee nor provide exposure or marketing of the site
outside of creating and maintaining the website itself. This may exclude search
engine optimizations or search engine registration which may be provided for
elsewhere in this contract.

Steven Aguilera and/or GraphicPark.net is not affiliated or responsible for any
down-time, damages or problems resulting in loss of income or website corruption
or damage due to hosting or server-related issues should any arise but will make
every effort to correct any that may arise or any similar issues related to
domain name registers.

Steven Aguilera and/or GraphicPark.net shall not be responsible for any problems
arising from technical issues derived from areas outside of functional website
design and presentation. Such issues are the responsibilities of Tally-Ho
Ventures, Inc. and those outside contractors working with such specialties such
as video production, databases, advanced programming, mass emailing, marketing,
servers and information technology. Steven Aguilera and/or GraphicPark.net are
not responsible for creating nor maintaining these specialty areas outside of
basic integration into the website as needed and are not included in the $900
plus maintenance fees.

I agree to the above:

/s/ Tal Leon Kapelner                   President                 1/9/2003
    Tal Kapelner                         Title                      Date
    of Tally-Ho Ventures, Inc.
    518 Oak Street #2
    Glendale, CA 91204
    Phone: (818) 550-7886


/s/ Steven Aguilera                        Owner                     1/9/2003
    Steven Aguilera                      Title                      Date
   (of GraphicPark.net)Steven Aguilera
   4940 Hilltop Drive
   El Sobrante, CA 94803 USA
   Phone: (510) 222-9377
   Fax: (240) 214-7217
   info@graphicpark.net

EX-10.2

                        SAG Experimental Film Agreement

                         SAG EXPERIMENTAL FILM AGREEMENT

1.       Scope

         If Producer intends to employ one or more professional performers in an
xperimental Film within the meaning of the SAG Experimental Film Letter
Agreement (hereinafter referred to as the "Agreement") and qualifies to do so
according to Screen Actors Guild (hereinafter "SAG" or "the Guild"), the
Agreement shall be executed by the Producer.

2.       Application for SAG Experimental Film Letter Agreement

         Submit the following not less than one (1) month prior to the date
Producer intends to start work with professional performers to the nearest Guild
office.

         A)       Copy of the final shooting script. A treatment is not
                  sufficient.

         B)       Detailed budget listing all deferred and current expenses
                  necessary to produce the Experimental Film. A cover sheet
                  is not sufficient.

         C)       Shooting schedule

         D)       A Form PA documenting registration of the copyright in the
                  screenplay which has been stamped as received by the U.S.
                  Copyright Office.

         E)       All chain of title documents relating to the ownership of the
                  copyright in the screenplay, including but not limited to, a
                  writer's agreement, a production services agreement, a
                  literary property agreement, or a copyright assignment.

         F)       A completed Information Sheet from the Producer indicating the
                  following:

                  i.       Title
                  ii.      Start date
                  iii.     Estimated wrap date
                  iv.      Intended number of actual shooting days
                  v.       Medium to be used
                  vi.      Current expenses
                  vii.     Crew salary deferrals
                  viii.    Above the line (other than performers) deferrals
                  ix.      Equipment, stock and processing deferrals
                  x.       Total budget
                  xi.      Sources of financing
                  xii.     Owner of the film
                  xiii.    Any prior liens in the film
                  xiv.     Reason for producing the project
                  xv.      Intended distribution




                         SAG Experimental Film Agreement

         The documents listed in A. through F. above shall constitute a
pplication to the Guild to produce the Experimental Film named on the
Information Sheet and to employ professional performers in the Experimental Film
under the Agreement. If the Guild, in its sole discretion, approves the
application submitted in connection with the Experimental Film, the Producer
shall be so notified and required to execute the SAG Experimental Film Letter
Agreement, financial assurances documents (which may include but is not limited
to, UCC-1 financing statements and security agreements), and, a security deposit
to be held by the Guild's bank in the applicable amount: $1,000 (for projects
one (1) hour or more in running time); or $500 (for projects less than one (1)
hour in running time).

         In addition, Producer must submit to the Guild a list of all
professional performers to be employed in the Experimental Film and
documentation of Worker's Compensation coverage that covers potential lost wages
in the amount of the current day performer minimum under the Basic Agreement per
day on behalf of any performer employed on the Experimental Films.

         Producer shall submit two (2) copies of the executed Agreement, the
UCC-1 financing statements, the security agreements, any other required
signatory or financial assurances documents and insurance documentation to the
Guild not later than one (1) week prior to any work by professional performers.
The Guild shall make available to the Producer Experimental Film Employment
Contracts, a Final Cast List Information Sheet and Production Time Reports.

3.       Experimental Film Defined

         A)       Primary purpose of the Experimental Film is a learning
                  experience in which the Producer has the opportunity to work
                  with professional performers. Producer may also produce this
                  project to show before the Academy of Motion Picture Arts and
                  Sciences for possible Award consideration. In this connection,
                  the Producer will be allowed to exhibit the Experimental Film
                  in a paying movie theater for a limited period of time in
                  order to qualify for Award consideration. Producer may also
                  produce the Experimental Film to display it to non-paying,
                  non-public, established entertainment industry members to
                  showcase his/her talent. Producer may also produce the
                  Experimental Film for limited distribution on public access
                  television, as further described in Section 5 below.

         B)       Maximum total budget - $75,000.

         C)       Maximum shooting schedule - 30 days of principal photography
                  (not including retakes, added scenes and looping).

         D)       Must be shot entirely in the United States.

4.       Exclusions

         A)       Any project not meeting the definition outlined in section 3
                  above.

         B)       Any project intended for exhibition, sale, release,
                  distribution or other public display in theatrical motion
                  picture houses, free television, basic cable, pay cable,
                  videocassettes/discs, holography, interactive media of any
                  type, or to educational or industrial markets, as more
                  particularly defined in the Screen Actors Guild
                  Industrial/Educational Agreement.





                         SAG Experimental Film Agreement



         C)       Any trailer or demo produced for the purpose of fund-raising.

         D)       Any project which the Guild believes, for any reason
                  whatsoever, cannot or will not meet the definition in section
                  3 above.

         E)       The exclusions outlined in this section 4 shall not limit the
                  Guild's right, in its sole discretion, to deny the
                  Experimental Agreement to any person or entity.

5.       Exhibition Rights

The Experimental Film may be exhibited without compensation to the professional
performers:

         A)       At film festivals;

         B)       Before the Academy of Motion Picture Arts and Sciences for
                  possible Award consideration. (Note: In this regard, the
                  Producer will be permitted, notwithstanding the exclusion in
                  section 4(B) above, to exhibit the Experimental Film for one
                  (1) week in a paying movie house to qualify for such
                  consideration.);

         C)       To non-paying, non-public, established entertainment industry
                  members to showcase the talent of the producer, director,
                  writer, performers or other members of the production or post-
                  production team;

         D)       On one (1) public access channel for not more than one (1)
                  year from the first run date, provided neither the producer
                  nor any of the principals in the production receive any
                  compensation for such exhibition and provided further that the
                  Guild is advised of the first air date and the station on
                  which the Experimental Film will run.

6.       Further Distribution

         A)       Producer agrees that prior to exhibition of the Experimental
                  Film beyond the scope of Section 5, above, it shall:

i. Obtain the consent of each professional performer who rendered any services
in the Experimental Film and negotiate with each such professional performer an
amount to be paid not less than his/her total salary, including overtime, under
the SAG collective bargaining agreement applicable to the distribution intended.
The rate of pay shall be based on the day performer rates in effect at the time
of principal photography of the Experimental Film. Such consent may not be
obtained at the time of original employment. Consent obtained at the time of
original employment shall be ineffective. Note that if a professional
performer's performance does not appear in the distributed version, such
professional performer shall not be entitled to residuals and shall not be
entitled to negotiate an above minimum upgrade payment, however, such
professional performer shall receive the minimum upgrade payment.





                         SAG Experimental Film Agreement

ii. Consecutive employment provisions of the applicable collective bargaining
agreement do not apply when calculating the upgrade payment. However, Weekly
professional performers must be employed and paid in units of no less than one
(1) full week. Additional days in any final partial workweek for a Weekly
professional performer may be prorated at one-fifth of the weekly base rate for
each day from commencement of the professional performer's work in such workweek
until his/her final dismissal.

iii. Make contribution to the SAG-Producers Pension and Health Plans based on
the gross compensation due the professional performers at the percentage
applicable at the time of principal photography on the Experimental Film.

iv. Not enter into a distribution or licensing agreement without agreement from
each professional performer concerning such distribution. Please note that the
negotiated upgrade payment becomes due upon execution of a licensing,
distribution or exhibition agreement.

v. Professional performers must receive payment no later than the first date of
exhibition or availability outside the allowed markets.

vi. Condition any licensing, distribution or exhibition deal or sale, assignment
or transfer on the execution of a Distributor's Assumption Agreement or Buyer's
Assumption Agreement by the distributor, buyer, exhibitor, licensee, or
assignee, as applicable.

vii. Obtain an executed Assumption Agreement from the appropriate party.

7.       Production Requirements

         A)       Production Time Reports

Producer shall complete the Production Time Reports in ink detailing the
specific time of reporting, travel, beginning and end of meals and dismissal on
set. The professional performers shall review and sign the Production Time
Report at the end of each day. Performers will not be asked to sign blank
Production Time Reports. The original completed Production Time Reports shall be
delivered to the Guild by the Friday following the week of work. Failure to
comply with the requirements concerning Production Time Reports shall cause the
Guild to be entitled to liquidated damages in the amount of $275.00 per day of
breach.

         B)       Employment Contracts

Each professional performer shall receive from Producer the Experimental Film
Agreement Employment Contract for execution by the end of his/her first day of
work on the Experimental Film. Such contract must be completed in ink by
Producer before delivery to the professional performer. A copy of this
Experimental Agreement shall be delivered to the professional performer and
performer's representative not later than the first day of work.

         The contract shall be executed in four (4) copies. One (1) fully
xecuted original shall be given to the professional performer not later than the
end of his/her first day of work. One (1) original shall be delivered to the
performer's representative. One (1) original shall be delivered to the Guild.
One (1) original shall be retained by producer. Delivery to the Guild and
performer representative shall be made within four (4) days of the professional
performer's first day of work.




                         SAG Experimental Film Agreement


         Failure to timely deliver the fully executed contract to a professional
performer shall entitle each such performer to liquidated damages in the amount
of $10.00 per day until performer receives the fully executed employment
contract. Failure to timely deliver the employment contracts to the Guild shall
entitle the Guild to liquidated damages in the amount of $10.00 per day per
contract until the Guild receives each such employment contract.

         C)       Payments Due for Exceeding 30 Day Shooting_Schedule or $75,000
                  Budgetary Limit Professional performers' salaries, including
                  overtime (except as provided in Section 10, below), shall be
                  deferred until distribution beyond the scope of section 5,
                  above, except that should Producer exceed the thirty (30) day
                  shooting schedule or should the Producer's costs exceed
                  $75,000, professional performers' salaries will be immediately
                  due and payable as follows:

         i.       Any professional performer who works outside the allowed
                  Shooting Schedule (see Section 3C) shall be entitled to be
                  paid the current rates under the SAG Modified Low Budget
                  Letter Agreement for such days or weeks of work outside the
                  allowed period(s).

         ii.      In the event Producer's costs exceed $75,000, all professional
                  performers are immediately due upgrade to the rates under the
                  SAG Modified Low Budget Letter Agreement.

         iii.     Producer shall make contribution to the SAG-Producers Pension
                  and Health Plans based on the gross compensation paid each
                  such performer at the current rate under the Basic Agreement.

         IV.      Such salary payments do not entitle Producer to any
                  distribution beyond in Section 5, above.

         D)       Non-Deferred Monies

                  i.       Car mileage allowance reimbursement
                  ii.      Public transportation costs (due the day of work)
                  iii.     Liquidated damages for meal period violations
                  iv.      Per diem
                  v.       Reimbursement for expenditures made at request of
                           Producer, for example,
                           special hairdress, special make-up, or wardrobe
                  vi.      Liquidated damages for failure to timely deliver
                           employment contracts
                  vii.     Salary for work by a performer in excess of twelve
                           (12) hours on any day, in excess of five (5) days in
                           any workweek, or in excess of the thirty (30)
                           shooting days.
                  viii.    Liquidated damages for rest period violations
                  ix.      Liquidated damages due the Guild for contract
                           violations

         E)       Hazardous Work

         The Producer shall not require any performer to do stunt or hazardous
work without first obtaining, from that performer, express written consent prior
to the commencement of the performer's services in the Experimental Film. The
Producer will fully discuss the physical requirements of the role at the time of
audition or interview.




                         SAG Experimental Film Agreement


                  The producer shall notify the Guild of hazardous or stunt
activity and the day on which such activity shall occur. The Producer shall
provide a safety expert who shall be present and available for consultation at
the place of such activity. An animal handler or qualified trainer shall be
provided when Producer requires a performer to work with animals.

         F)       Nudity

i. The Producer will notify the professional performer or performer's
representative of any nudity or sex acts expected in the role prior to the first
interview or audition. The professional performer shall also have prior
notification of any interview or audition requiring nudity and shall have the
absolute right to have the person of performer's choice present at that
audition. Total nudity shall not be required at such auditions or interviews;
the professional performer shall be permitted to wear "pasties" and G-string or
its equivalent.

ii. During any production involving nudity or sex scenes, the set shall be
closed to all individuals having no business purpose in connection with the
project.

iii. No photographs will be permitted other than production stills made by a
photographer assigned to the production.

iv. The appearance of a professional performer in a nude scene or the doubling
of a professional performer in such a scene shall be conditioned upon the
professional performer's express, written consent.

v. If a professional performer has agreed to appear in such scenes and then
withdraws consent, the producer shall have the right to double the performer. A
professional performer may not withdraw consent as to film already photographed.


8.       Consecutive Employment and Availability

         Professional performers shall have the right to accept other
professional employment during the course of production of the Experimental Film
and in consideration thereof, the Guild waives the requirement of consecutive
employment as defined in the Basic Agreement. In exchange for this waiver,
Producer agrees to waive his/her right to exclusive services of the professional
performer during photography. Scheduling shall be subject to each professional
performer's availability. The professional performer shall attempt to provide
thirty-six (36) hours notice of a conflicting professional engagement.

9.       Worktime

         All time, from time the professional performer is required to report
until dismissed, shall be counted as work time for the purpose of calculating
overtime and rest periods, excluding meal periods. The deferred salary agreed
upon shall be compensation in full for eight (8) hours of work and shall be due
for each day in connection with which the performer reports for work even if
eight (8) hours of work is not required by Producer.





                         SAG Experimental Film Agreement

10.      Overtime

         Performers shall be due time and one half for the ninth and tenth hours
or parts thereof, in tenth of hour (six (6) minute) units of work time, which
overtime may be deferred and will only become payable as more particularly
described elsewhere in this Agreement.

         If a performer is required to work beyond twelve (12) hours in any day,
such performer shall be due overtime at double the straight time rate for any
time worked in tenth of hour (six (6) minute) units, which salary may not be
deferred. For the purpose of calculating such overtime, the rate shall be based
on the current rates under the Screen Actors Guild Modified Low Budget Letter
Agreement.

11.      Meal Periods

         Allowable meal periods shall not be counted as work time for any
purpose. The performer's first meal period shall commence within six (6) hours
following the time of his/her first call for the day; succeeding meal periods
shall commence within six (6) hours after the end of the preceding meal period.
An allowable meal period shall be not less than one-half hour and not more than
one (1) hour in length. Producer shall immediately be liable for $25.00 in
liquidated damages due each affected performer for each half-hour of delay or
fraction thereof.

12.      Travel

         A)       Producer may fly professional performers coach class but must
                  fly such performers on a nationally known, established
                  commercial airline and, if available, on the airline of the
                  performer's choice. If any member of the production staff is
                  flown any class other than coach, all professional performers
                  must be flown in first class.

         B)       Producer shall provide accidental death and dismemberment
                  insurance in a principal sum not less than $100,000.00 to
                  the professional performer or the performer's designated
                  beneficiary when performer is required to travel by plane at
                  the request of Producer.

13.      Overnight Locations

         A)       An overnight location is any location at which a performer is
                  required to remain overnight.

         B)       All performers shall be provided with reasonable lodging and
                  meals at all overnight locations.

         C)       If meals are not provided by the Producer, then Producer
                  agrees to pay to each professional performer the following
                  amounts:

                  $10.50   Breakfast
                  $15.00   Lunch
                  $27.50   Dinner




                         SAG Experimental Film Agreement

         Such per diem shall be paid to performer in cash not later than the
morning of the day of work.

14.      Transportation

         A)       Los Angeles thirty (30) mile studio zone - The Los Angeles
                  studio zone is the area within a circle thirty (30) miles in
                  radius from the intersection of Beverly Boulevard and La
                  Cienega Boulevard, Los Angeles, California. Producer may
                  require any performer to report anywhere within the studio
                  zone. Those professional performers who are required to report
                  to location within the studio zone shall be immediately
                  reimbursed at the rate of $.30 per mile for their actual
                  travel to and from such location.

         B)       New York eight (8) mile studio zone - The New York studio zone
                  is the area within a circle eight (8) miles in radius from the
                  center of Columbus Circle, New York City. Producer may require
                  any performer to report directly anywhere within the studio
                  zone accessible by public transportation. Those professional
                  performers who are required to report to location within the
                  studio zone shall be immediately reimbursed for the actual
                  cost of their public transportation to and from such location.

         C)       Other areas - Professional performers shall be reimbursed for
                  the actual cost of reasonable forms of travel to locations.
                  When the reasonable mode of travel is by car, performer shall
                  be reimbursed at the rate of $.30 per mile.

         D)       Any area outside studio zones - Producer shall provide
                   transportation to any area outside the studio zones.

15.      Make up, Hairdress and Wardrobe

         Producer shall immediately reimburse any professional performer
required to purchase unique or particular make up, hairdress or wardrobe.

16.      Rest Period

         Each professional performer is entitled to a twelve (12) hour rest
period from the time he/she is dismissed until recalled for whatever purpose. In
the event the rest period is invaded, the professional performer shall be
entitled to immediate payment of liquidated damages equal to one (1) day's pay
under the SAG Modified Low Budget Letter Agreement. The damages for rest period
violation may not be deferred.

17.      Use of "Double"

         The Producer agrees not to "dub" or use as a "double" in lieu of the
professional performer, except in the following circumstances:

         A)       When necessary to expeditiously meet the requirements of
                  foreign exhibition.




         B)       When necessary to expeditiously meet censorship requirements,
                  either foreign or domestic.
         C)       When, in the reasonable opinion of Producer, failure to use a
                  double for the performance of hazardous acts might result in
                  physical injury to the performer.
         D)       When the performer is not available, or
         E)       When the performer fails or is unable to meet certain
                  requirements of the role, such as singing or the rendition of
                  instrumental music or other similar services requiring special
                  talent or ability other than that possessed by the performer.

18. Acknowledgment

         The credits shall include the following statement: "Special Thanks to
Screen Actors Guild." Producer shall include the SAG logo or union bug in the
credits of the Picture. Contact your Business Representative at the local SAG
branch for artwork.

19. Application of Basic Agreement

         Except as expressly modified herein, all terms and conditions of the
current Screen Actors Guild Codified Basic Agreement for Independent Producers
shall apply to the engagement and performance of professional performers
hereunder. All disputes arising hereunder shall be subject to arbitration in
accordance with Section 9 of the Basic Agreement.


Your signature below will indicate your agreement to the provisions hereof.

22nd day of January 2003


In connection with the project currently entitled:

THE G! TRUE TINSELTOWN TALE: DUDE, WHERE'S MY CAR?
                                            (Title)

By: /s/ Tal L. Kapelner
        (Signature)


Type Name: Tal Kapelner

On behalf of:  TALLY-HO VENTURES, INC.
               (Company name)


Position in Company: President


By:  /s/ Elizabeth Moseley
        On behalf of Screen Actors Guild, Inc.

Revised as of 7/1/01

EX-23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


To the Board of Directors
Tally-Ho Ventures, Inc., a Delaware corporation
Glendale, California

We hereby consent to the use in this Registration Statement on Form SB-2 for
Tally-Ho Ventures, Inc., a Delaware corporation, of our report dated March 30,
2003 relating to the financial statements of Tally-Ho Ventures, Inc. as of
fiscal year-ending December 31, 2002 and interim period ending March 30, 2003,
and to the reference to our Firm under the caption "Experts" in the Registration
Statement.



/s/ MALONE & BAILEY, PLLC

Houston, Texas
April 11, 2003

EX-23.2

April 11, 2003


Board of Directors
Tally-Ho Ventures, Inc., a Delaware corporation
Glendale, California


                               CONSENT OF COUNSEL


I hereby consent to the use of the opinion regarding legality prepared by myself
as an exhibit to the Registration Statement pursuant to Form SB-2 and to the
references to my firm in the Registration Statement.


Very truly yours,

/s/ Valerie Hanna
    Valerie Hanna
    Attorney-at-Law
    Los Angeles, California