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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended MAY 31, 2007

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT

For the transition period from _____ to _______

Commission file number: 333-127016

THE CAVALIER GROUP(Exact
name of small business issuer in its charter)

|Wyoming                                          | 98-0463119                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|1620 Central Avenue, Suite 202                   |                                     
|Cheyenne, Wyoming                                | 82001                               
|(Address of principal executive offices)         | (Zip Code)                          

Issuers telephone number: **(888)
755-9766**

Issuers E-mail address: cavaliergroup@gmail.com

Securities Registered Under Section 12(b) of the Exchange Act:
**None**

Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value(Title of class)

Check whether the Issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X]   No [   ]

Check if disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [   ]

Check if the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Act). Yes [   ] No [X]

Indicate by check mark whether the registrant is a shell
corporation (as defined in Rule 12b-2 of the Exchange Act) Yes [X] No
[   ]

Issuer's revenues for its most recent fiscal year: $0.

The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of the last business day of the registrants most recently
completed fiscal quarter:

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2

7,490,000 common shares at $0.05* = $374,500. (* - last price at
which the Corporation offered stock for sale under its SB-2 registration
statement and last price at which shares were traded).

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practicable date. 7,490,000 common
shares issued and outstanding as of August 24, 2007.

Transitional Small Business Disclosure Format (Check one): Yes
[   ]   No [X]

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3

PART I

Item 1. Description of Business.

Cautionary Statement Regarding Forward-Looking
Statements

This annual report contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. Some
discussions in this report may contain forward-looking statements that involve
risk and uncertainty.

A number of important factors could cause our actual results to
differ materially from those expressed in any forward-looking statements made in
this report. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar
expressions or words which, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements
by terminology such as may, will, should, plans, predicts, potential
or continue or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors" on page 14, that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles. References to CA$ refer to Canadian Dollars and
references to common shares refer to common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and
"Cavalier" mean The Cavalier Group unless otherwise indicated.

Cavalier is an exploration stage Corporation. There is no
assurance that commercially viable mineral deposits exist on the claims we have
under option. Further exploration and/or drilling will be required before a
final evaluation as to the economic and legal feasibility of our projects is
determined.

Glossary of Exploration Terms

The following terms, when used in this report, have the
respective meanings specified below:

|Diamond drill  | A type of rotary drill in which the cutting is done by
      abrasion rather than percussion. The cutting bit is set with diamonds and
      attached to the end of the long hollow rods through which water is pumped
      to the cutting face. The drill cuts a core of rock, which is recovered in
      long cylindrical sections an inch or more in diameter.
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exploration    | The prospecting, trenching, mapping, sampling,
      geochemistry, geophysics, diamond drilling and other work involved in
      searching for mineral bodies.                                                                                                                                                                                                     
|Mineral        | A naturally occurring inorganic element or compound
      having an orderly internal structure, characteristic chemical composition,
      crystal form and physical properties.                                                                                                                                                                                   
|Mineralization | Rock containing an undetermined amount of minerals or
      metals.                                                                                                                                                                                                                                                                                                

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4

Business Development During Last Three Years

Overview

We were incorporated as The Cavalier Group, in the state of
Wyoming on February 11, 2005. Since our incorporation, we have been in the
business of the exploration and development of a mineral property approximately
1,320 acres in size in north-eastern, Ontario. Our property is without known
reserves and our program is exploratory in nature. To date we have spent $0 on
research and development activities and $20,603 on mineral interest exploration
costs.

We have not been involved in any bankruptcy, receivership or
similar proceeding nor has there been any material reclassification or merger,
consolidation or purchase or sale of a significant amount of assets not in the
ordinary course of business

Our Current Business

We were incorporated as The Cavalier Group, in the State of
Wyoming on February 11, 2005 and established a fiscal year end of May 31. We are
a start-up, exploration stage Corporation engaged in the search for gold and
related minerals; we have not yet generated or realized any revenues from our
business operations. Our statutory registered agent's office and our business
office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001.
The telephone number of our office is (888) 755-9766.

Mineral Exploration

On April 25, 2005, as amended on November 30, 2006, we optioned
a property containing four claim blocks in Ontario, Canada by entering into an
Option To Purchase And Royalty Agreement with Larry Gervais, the beneficial
owner, an arms-length Ontario resident, to acquire the claims by making certain
expenditures and carrying out certain exploration work.

Under the terms of the agreement, Gervais granted to Cavalier
the sole and exclusive right to acquire 100 percent of the right, title and
interest of Gervais in the Casa claims, subject to his receiving annual payments
and a royalty, in accordance with the terms of the agreement, as follows:

| | 1. | Cavalier must incur exploration expenditures on the
      claims of a minimum of $40,000, by October 31, 2006; On November 30, 2006,
      the parties amended the agreement due to equipment malfunctions
      encountered during the drilling process such as to revise the exploration
      costs incurred through October 31, 2006 and 2007 to CA $30,000. We
      incurred CA $22,790 (US $20,603) for exploration expenditures under the
      option agreement and in April 2007, obtained a waiver for the requirement
      to spend CA $30,000 by October 31, 2006;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Cavalier must incur exploration expenditures on the
      claims of a further $110,000, for an aggregate minimum exploration expense
      of $140,000, by October 31, 2007; and                                                                                                                                                                                                                                                                                                                                                                                                
| | 3. | Upon exercise of the option, Cavalier is required to pay
      to Gervais, commencing January 1, 2009, the sum of $50,000 per annum, as
      prepayment of the net smelter royalty.                                                                                                                                                                                                                                                                                                                                                                                            

If the results of phase I are unfavourable, we will terminate
the option agreement and will not be obligated to make any subsequent payments.
Similarly, if the results of phase II are unfavourable, we will terminate the
option and will not be obligated to make any subsequent payments.

To date we have performed the first phase of the exploration
program on the claims by spending $20,603; we have not spent any money on
research and development activities.

The claims are unencumbered and there are no competitive
conditions which affect the claims. Further, there is no insurance covering the
claims. We believe that no insurance is necessary since the claims are
unimproved and contain no buildings or improvements.

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5

Item 2. Description of Property

The Casa claims were originally staked in 2004 by Mr. Gervais
who holds the mining rights to the claims which thereby gives him or his
designated agent, the rights to mine and recover all of the minerals contained
within the surface boundaries of the lease continued vertically downward.

The names, tenure numbers, date of recording and expiration
date of the claims are as follows:

Claim Name
    Tenure Number
    Recording Date
    Expiry Date
    Size (acres)Casa 1
    P 3012728
    February 02, 2004
    February 02, 2008
    40Casa 2
    P 3012010
    May 26, 2004
    May 26, 2008
    40Casa 3
    P 3019152
    December 07, 2004
    December 07, 2008
    640Casa 4
    P 3019153
    December 07, 2004
    December 07, 2008
    600


The claims were selected for acquisition due to their cost,
previously recorded surrounding exploration, development and extraction work and
because the claims are not located in an environmentally sensitive region. The
claims are located approximately 18 miles north of the Eades railway station
north of Lake Abitibi which is 100 miles east of Cochrane, Ontario. Access is
via muskeg tractor road and a gravel road (Road #643) that extends north to the
west boundary of the property.

The area is part of the Casa Berardi Berntbush portion of the
Abitibi Greenstone Belt. The rocks in the claim area are ancient in nature,
generally associated with the oldest Precambrian era and are mainly comprised of
iron rock forming silicas. The claim block is situated in a regional iron
formation and, therefore, a favourable base metal and precious metal host rock
series may exist on the property. These factors merely indicate the possibility
of gold being found on the Casa claim group. However, until exploration work is
completed it should be assumed that there is no gold on the property.

The principle exploration effort in the past 25 years has been
base metal exploration using electromagnetic methods for outlining conductors.
Gold analysis was not routinely done during these base metal programs, and, as a
result, the gold potential for the area was not assessed. The claims present
additional challenges for exploration as the area is covered by significant
deposits of overburden and there are no significant outcroppings. Therefore, the
property has not been subject to previous gold exploration activities.

Our Current and Proposed Exploration Program  Plan of
Operation

Our business plan is to proceed with the continuation of the
initial exploration of the Casa claims to determine if there are commercially
exploitable deposits of gold and silver. We must conduct exploration to
determine if gold exists on our properties and if any gold which is found can be
economically extracted and profitably processed. Mr. R. S. Middleton, P. Eng.,
authored the Report On The Casa Claims Group Property, dated May 19, 2005, in
which he recommended a two-phase exploration program to properly evaluate the
potential of the claims. Mr. Middleton is a registered Professional Engineer in
good standing in the Association of Professional Engineers of Ontario and the
Geological Association of Canada. He is a graduate of the Michigan Technological
University, (B.S., 1968 and M.S., 1969). He has practiced his profession as an
exploration geologist for more than 35 years.

We completed all of the work under the proposed phase I
exploration program with the exception of the diamond drilling phase on November
27, 2006. The drill rig that had been contracted ran into unexpected mechanical
problems shortly after commencing work. The problems were not able to be
corrected on site and our engineer was not able to locate another rig in
reasonable time to complete the program. As a result, the diamond drill portion
of the program was not carried out. Instead, we have agreed with the owner of
the claims, to delay the diamond drilling part of the program until phase II
(thus decreasing the required expenditure on phase I and increasing the required
expenditure under phase II by a corresponding amount).

Phase II will not be carried out until 2008. It will be
directed towards staking the additional claims adjacent to the existing
boundaries, basic evaluation of the newly acquired area and diamond drilling and
will cost

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6

approximately CA $265,000 comprised of wages, fees and camp
costs, diamond drilling, assays and related. The cost estimate is a reflection
of local costs for the specified type of work.

The work is phased in such a manner as to allow decision points
to ensure that future work has a value and will provide better or additional
information as to the viability of the claim. By utilizing a multi-phase work
program, at the end of each phase a decision can be made as to whether the phase
has provided the necessary information to increase the viability of the project.
If the information obtained as a result of any phase indicates that there is no
increased probability of finding an economically viable deposit at the end of
the project, a determination would be made that the work should cease at that
point. This is a standard procedure in the industry prior to the commitment of
additional funding to move a project forward to the next phase of exploration.

We do not claim to have any ores or reserves whatsoever at this
time on our optioned claims.

Employees

Initially, we intend to use the services of subcontractors for
manual labour exploration work on our claims and an engineer or geologist to
manage the exploration program. Our only employees will be Gerald W. Williams,
our senior officer and a director and Mr. Roy D. West, a director.

At present, we have no employees, other than Messrs. Williams
and West. Neither has an employment agreement with us. We presently do not have
pension, health, annuity, insurance, stock options, profit sharing or similar
benefit plans; however, we may adopt such plans in the future. There are
presently no personal benefits available to any employee.

We intend to hire geologists, engineers and excavation
subcontractors on an as needed basis. We have not entered into negotiations or
contracts with any of them although it is our intention to retain Mr. Middleton
as senior geological consultant. We do not intend to initiate negotiations or
hire anyone until we receive proceeds from our offering.

Neither Mr. Williams or Mr. West will be compensated for their
services on the Board of Directors. Mr. West will assist with the field work in
the exploration of our optioned claim and will be paid for the specific services
rendered on the same industry standard as other persons working on the project
and which will be a reflection of local costs for the specified type of work.
If, as and when a public market for Cavaliers shares is established an
incentive stock option plan may be established under which both Messrs. Williams
and West would receive stock options.

Item 3. Legal Proceedings

We know of no material, active or pending legal proceedings
against our Corporation, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 4. Submissions of Matters to a Vote of Security Holders

Within the current fiscal year, no matters have been submitted
to a vote of security holders.

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7

PART II

Item 5. Market for Common Equity and Related Stockholder
Matters

Overview

Our common shares are issued in registered form. Pacific Stock
Transfer Company is the registrar and transfer agent for our common shares and
is located at 500 East Warms Springs Road, Las Vegas, Nevada.

On August 24, 2007 the shareholders' list of our common shares
showed 58 registered shareholders holding 7,490,000 shares; there are no shares
held by broker-dealers. There are 7,490,000 shares outstanding.

We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Although there are
no restrictions that limit the ability to pay dividends on our common shares,
our intention is to retain future earnings for use in our operations and the
expansion of our business.

The common shares of The Cavalier Group are quoted on the NASD
Over-The-Counter Bulletin Board under the symbol CVLG. As of the date of this
report the shares were offered for sale at a price of $0.15 with a bid of $0.10.
We believe that increasing the liquidity of our stock will allow Cavalier to be
in a better position in which to seek public and private funding for its
projects.

Equity Compensation Plan Information

No stock options or have been issued and there are no
outstanding stock options and Cavalier does not have any stock option plans
under consideration.

Recent Sales of Unregistered Securities

We have issued a total of 7,490,000 shares of our common stock.
We issued 4,000,000 shares to our founder and president, Gerald W. Williams
under Section 4(2) of the Act in February, 2005 and issued 2,400,000 shares to 8
individuals pursuant to Rule 903 of Regulation S of the Securities Act of 1933,
as amended, in April, 2005. None of the above are deemed to be accredited
investors and each was in possession of all material information relating to
Cavalier. Further, no commissions were paid to anyone in connection with the
sale of the shares and no general solicitation was made to anyone. In addition,
we issued 1,090,000 shares which were sold pursuant to a Regulation S-B
prospectus in July, 2006.

Changes in Securities

The Corporation had 7,490,000 shares of common stock issued and
outstanding as of May 31, 2007. Of these shares, approximately 4,000,000 shares
are held by an affiliate of the Corporation. A certain number of those shares
can be resold in compliance with the limitations of Rule 144.

In general, under Rule 144, a person who has beneficially owned
shares privately acquired directly or indirectly from us or from one of our
affiliates, for at least one year, or who is an affiliate, is entitled to sell,
within any three-month period, a number of shares that do not exceed the greater
of 1% of the outstanding shares or the average weekly trading volume in our
shares during the four calendar weeks immediately preceding such sale. Sales
under Rule 144 are also subject to certain sale provisions, notice requirements
and the availability of current public information about us. A person who is not
deemed to have been an affiliate at any time during the 90 days preceding the
sale, and who has beneficially owned restricted shares for at least two years,
is entitled to sell all such shares under Rule 144 without regard to the volume
limits, current public information requirements, manner of sale provisions or
notice requirements.

Item 6. Management's Discussion and Analysis or Plan of
Operation

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING MAY 31, 2007 SHOULD
BE

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8

READ IN CONJUNCTION WITH THE CORPORATIONS FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-KSB

Our consolidated financial statements are stated in United
States Dollars and are prepared in accordance with United States Generally
Accepted Accounting Principles.

Overview

We were incorporated as The Cavalier Group in the state of
Wyoming on February 11, 2005. Since our incorporation, we have been in the
business of the exploration and development of a mineral property. Our optioned
mining property consists of four mineral claims covering an area of
approximately 1,320 acres. To the date of this report, we have spent $0 on
research & development and $20,603 on claims exploration.

Comparative periods for the years ended May 31, 2007, February
11, 2005 (Inception) through May 31, 2006 and February 11, 2005 (Inception)
through May 31, 2007 are presented in the following discussion.

Results of Operations

Since inception we have used common stock to raise money for
our optioned mineral acquisition and corporate expenses. Net cash provided by
financing activities from inception on February 11, 2005 to May 31, 2007 was
$82,500 from proceeds received from sales of our common stock.

We have not generated revenues from our operations for the year
ended May 31, 2007 or any prior period.

REVENUES

REVENUE: To date, we have not generated any revenues from our
mineral exploration business.

COMMON SHARES: Since inception, we have used our common stock
to raise money for our optioned acquisition and for corporate expenses. Net cash
provided by financing activities in the most recent fiscal year ended May 31,
2007 was $54,500. In the fiscal year ended May 31, 2006 $28,000 cash was
provided by financing activities. From inception on February 11, 2005 to May 31,
2007 $82,500 net cash was provided as a result of proceeds received from sales
of our common stock.

No other shares or warrants or options were issued in the most
recent fiscal year.

EXPENSES -SUMMARY

Expense Item
    For the Year ended May 31, 2007
    For the Year ended May 31, 2006
    Feb. 11, 2005 (Inception) thru May
      31, 2007Contributed rent
    
    1,200
    1,400Contributed administrative support
    200
    200
    550Professional fees
    8,730
    5,900
    17,630Travel and meals
    1,175
    2,884
    4,619Office
    13,390
    6,990
    21,076Rent
    2,400
    
    2,400Organization costs
    
    
    250Bank charges
    68
    170
    388Licenses, permits, filing fees
    1,885
    4,295
    6,180Mineral interest acquisition & exploration
    20,603
    
    20,603Public relations
    5,202
    
    5,202TOTAL
    53,653
    21,639
    80,298


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9

During the year ended May 31, 2007 Cavalier incurred operating
expenses of $53,653 as compared to $21,639 for the similar month period last
year and a total of $80,298 for the period from inception on February 11, 2005
to May 31, 2007. The increase in the current years spending can be attributed
to the Corporation moving forward with its business plan and the completion of
our SB-2 registration statement. The costs incurred can be further subdivided
into the following categories.

RESEARCH AND DEVELOPMENT: Cavalier has not incurred any
expenses for research and development since inception on February 11, 2005.

CONTRIBUTED EXPENSES: $200 in contributed expenses (for
contributed administrative costs) were incurred for the year ended May 31, 2007
while $200 was incurred in the period ended May 31, 2006. For the period
February 11, 2005 (inception) through May 31, 2007 a total of $1,950 in
contributed expenses has been reflected in the financial statements. All
contributed expenses are reported as contributed costs with a corresponding
credit to additional paid-in capital. These costs remain relatively constant
from quarter to quarter and year to year.

The Corporations president contributed office space to the
Corporation from inception to May 31, 2006. The office space was valued at $100
per month based on the market rate in the local area. In addition, he
contributed administrative services to the Corporation for the period presented.
The time and effort was recorded in the accompanying financial statements based
on the prevailing rates for such services, which equalled $50 per hour based on
the level of services performed. Each of these are reported as contributed rent
or administrative services with a corresponding credit to additional paid-in
capital.

RENT: $2,400 in rental expenses were incurred in the current
year under review while $0 was incurred for the year ended May 31, 2006. For the
period February 11, 2005 (inception) through May 31, 2007, Cavalier has spent a
total of $2,400 on rental expenses. From Inception to May 31, 2006, rent was
provided by an officer and director on the basis of contributed rent which was
at no direct cost to Cavalier but which was previously included as part of the
contributed expenses category. As of June 01, 2006, we are paying our share of
the office rental at a rate of $200 per month which will remain constant for the
foreseeable future.

MINERAL EXPLORATION COSTS: We incurred $20,603 in mineral
interest acquisition and exploration costs for the year ended May 31, 2007 and
nil ($0) for the period ended May 31, 2006. For the period February 11, 2005
(inception) through May 31, 2007, $20,603 was recorded in performing exploration
work on our optioned projects.

PROFESSIONAL FEES: Cavalier incurred $8,730 in professional
fees for the fiscal year ended on May 31, 2007 as compared to $5,900 for the
previous fiscal year. Increased costs were incurred in the past year as the
result of the completion of the filing of an SB-2 registration statement and the
attendant legal, accounting and filing expenses as well as the formal
commencement of our operational business plan and the completion of Phase I of
our exploration program on the Casa claims. From inception to February 11, 2005
we have incurred $17,630 in professional fees mainly spent on legal and
accounting matters.

COMPENSATION: No compensation costs were incurred for the
fiscal year ended on May 31, 2007 and none were incurred in the previous fiscal
year which ended on May 31, 2006. From inception to May 31, 2007 there have been
no charges to the compensation account.

OFFICE EXPENSES: $13,390 in office costs were incurred in the
past year. By comparison, $6,990 was incurred for previous fiscal period ended
May 31, 2006. For the period February 11, 2005 (inception) through May 31, 2007
a total of $21,076 has been spent on office related expenses. Office costs
increased in the most recent year as the result of our commencement of full time
business operations.

ORGANIZATIONAL COSTS: no such costs were incurred in fiscal
year under review while $250 was incurred for the period ended May 31, 2005 in
the initial organizing of Cavalier. For the period February 11, 2005 (inception)
through May 31, 2007 we have spent a total of $250 on organizational expenses.

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10

TRAVEL COSTS: $1,175 in travel expenses were incurred in fiscal
year under review while $2,884 was incurred for the period ended May 31, 2006.
For the period February 11, 2005 (inception) through May 31, 2007 Cavalier has
spent a total of $4,619 on travel related costs.

LICENSES, PERMITS & FILING FEES: $1,885 in licences,
permits and other filing fees were incurred in fiscal year under review while
$4,295 was incurred for the period ended May 31, 2006. For the period February
11, 2005 (inception) through May 31, 2007 Cavalier has spent a total of $6,180
on licenses, permits, filing fees and related costs.

PUBLIC RELATIONS: $5,202 in public relations expenses were
incurred in the current year under review while $0 was incurred for the year
ended May 31, 2006. For the period February 11, 2005 (inception) through May 31,
2007, Cavalier has spent a total of $5,202 on public relations expenses.

OTHER COSTS: $68 in other costs were incurred in fiscal year
under review while $170 was incurred during the period ended May 31, 2006. For
the period February 11, 2005 (inception) through May 31, 2007 Cavalier has spent
a total of $388 on other or miscellaneous expenses.

OTHER CONSIDERATIONS

NET CASH USED IN OPERATING ACTIVITIES: For the current year
$57,035 in net cash was used as compared to $21,657 in the period ended May 31,
2006. A total of $75,348 in net cash has been used for the period from Inception
on February 11, 2005 to May 31, 2007. Again the amounts have risen significantly
in the most recent year as the result of our commencing full operations,
completing our SB-2 registration statement and moving ahead with our business
plan to complete the first phase of exploration on our optioned mineral claims.

INTEREST INCOME / EXPENSES: Cavalier has neither received nor
paid interest since its inception.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2006 - 2007 or
from the date of inception.

At the end of the fiscal year under review, May 31, 2007 and as
of the date of this report, Cavalier had 7,490,000 common shares issued and
outstanding.

MINERAL EXPLORATION OPERATIONS

Work on the Property by Cavalier - 2006 Geological Program

We completed the field work on the first phase of our
exploration program in November, 2006 and received a report on the results of
that work in May, 2007. We have paid approximately $20,603 for the completion of
the work and report.

In November, 2006 Mr. R. S. Middleton, P. Eng., lead a work
party through phase I of the planned two phase exploration program. Details of
the work completed and the ensuing Geological Report on the Phase I Exploration
Program on the Casa Claims Group Property indicates that the phase I program did
not return the results we were initially seeking within the borders of the
claim.

Overview - The phase I exploration program
undertaken between November 15 and 27, 2006 consisted of the establishment of a
grid of the area with permanent posts for future reference, an airborne
electromagnetic and magnetic survey of the Casa Claims including an area five
kilometres north, south, east and west of the claim boundaries and a number of
rock, till and geological samples being taken from the property.

All of the work contemplated under the phase I exploration
program was completed with the exception of the diamond drilling. The drill rig
that had been contracted ran into unexpected mechanical problems shortly after
commencing work. The problems were not able to be corrected on site and we were
not able to

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11

locate another rig in reasonable time to complete the program
before departing the area. As a result, the diamond drill portion of the program
was not carried out. Instead, the parties agreed with the owner of the claims
who was on-site monitoring the phase I exploration work, to delay the diamond
drilling part of the program until phase II by decreasing the required
expenditure on phase I and increasing the required expenditure under phase II by
a corresponding amount.

The overall evaluations of the previous exploration programs
were confirmed. Although no mineral values of interest were determined, vein
structures and significant conductors were followed off the property to the east
and north. The strongest anomalies were confirmed as being along the north
margin of the claim and were continually traced better than one kilometre north
of the existing claims boundary.

Phase I Exploration Program - Phase I began by
mapping the claims and digitization and GIS referencing of all existing data on
the claims including historical references. The Global Information System (GIS)
referencing system entailed the production of a database whereby all previous
known work on the claims (based on information filed with public information
bodies such as the Ontario Ministry of Northern Development and Mines) was
entered into a computer matrix and correlated based on map coordinates. The
results of phase I testing were then entered and correlated to historical data
which allowed for certain conclusions as to the best targets and areas to
explore on future work programs.

Mineralization - During the establishment of the
grid a new showing was located approximately 400 metres northeast of the area of
the originally planned drilling. A grab sample from the top of a brecciated
flow-top returned 3.6% copper, 96 g/t silver and 238 g/t gold.

The program also included stream and till sampling of the
drainages crossing the mineralization. The streams sampled were juvenile systems
with much non-mineralized till contributing to the transported sediments in the
creek beds. The results reflect anomalous copper, gold and silver values that
are related to mineralization but are erratic in the downstream decay of values,
suggesting that there may be substantial contributions of unmineralized material
due to fines from talus.

Geophysical Surveys - Comprehensive research of
geophysical methods used and results obtained from previous surveys was also
carried out as part of the planning process for further work on the claims which
were then correlated with the results of the surveys run under this program.

The VLF-Ground Magnetic survey was carried out over the
showings and the interpretation suggested that there are three linear magnetic
lows running roughly parallel to the surface expression of the mineralization.
This was interpreted to mean possible magnetite destruction in the volcanics due
to alteration that would reflect some vertical conduits of mineralization
through the volcanic pile.

Our survey identified two electromagnetic conductive zones
north and west of the current claims. Two small claim blocks were located for
subsequent surface surveys; the first of these was located immediately west of a
small lake 1 kilometre north-northwest of the current claims. VLF-EM surveys
were completed over a grid consisting of 100 metres spaced north-south lines
with instrument readings taken at intervals of 25 metres along the grid lines.
An electromagnetic conductor, partially coincident with higher magnetic
readings, was found in the area of the centre of the claims where there are
sulphide showings which are exposed in a number of shallow pits and trenches.

The second area we investigated was on the north side of a lake
2 kilometres west-northwest of the current claims. Here, a strong
electromagnetic conductor was found to be coincident with high magnetic response
over a width of between 15 and 30 metres and an apparent strike length of 350
metres. Drilling was recommended but not carried out as the area is outside the
current claim boundaries.

Surface geophysical surveys, which included the area of the
current claims, were undertaken. The survey grid established for this survey
consisted of an east-west baseline (the southern boundary of the claims follows
this baseline) and north-south survey lines at 100 metres intervals. This grid
extends more than a kilometre north and east of the claims and the north-south
crosslines throughout the grid area extend several hundred metres to the
north.

---

12

A Max-Min electromagnetic survey, completed over the entire
grid area, involved a coil separation of 200 metres and readings of two
frequencies (444 Hz and 1777 Hz) were recorded at 25 metres intervals along the
north-south grid lines. A major, in-phase and out-of-phase cross-over on both
frequencies was identified on the easternmost grid line, 1 kilometre east of the
eastern boundary of the current claims. This is coincident with a known exposure
of sulphide mineralization in this area. A weaker in- and out-of-phase
cross-over was encountered immediately south of the small lake adjacent to the
current claims western boundary and in another area 600 metres further east. The
cause of these is not known. A similar weak EM cross-over was detected
immediately west of another known sulphide zone at the western limits of the
grid some 1200 metres west of the current claim western boundary.

Conclusions - In view of the extension of
favourable geology well beyond the boundaries of the current claim, plus the
presence of several sulphide zones east, west and north of the claim, Mr.
Middleton recommended that we seek to acquire additional claims prior to the
initiation of further work in the Casa claims. The staking of an additional 50
mining claim units extending east, west and north of the current claim group is
recommended at an estimated cost of CA $20,000. The new claims should then be
subjected to a two phase exploration program at a cost of CA $245,000. If the
staking of additional claims is concluded not to be an option or if we are
unable to stake additional claims or if the area adjacent to the claims is owned
by other parties and we are not able to negotiate suitable terms of acquisition
he recommended that no further work be undertaken and that the property
abandoned for lack of merit of the claim as presently owned.

General Discussion - In his report, Mr. Middleton
concludes that it is worthy of note that sulphide mineralization on the Casa
mining claims occurs along contacts between mafic metavolcanic rocks and felsic
units. Based on the observed distribution of felsic and mafic metavolcanic
rocks, a prospective and underexplored horizon is present in the central part of
the claims area and may extend for a considerable distance both east and north
of the current claims. Evidence for this are three known areas of sulphide
mineralization east and north of the claims plus a similar, parallel belt of
similar geology featuring two sulphide zones several hundred metres north of the
current claims area.

He further notes that the Casa Claims property and surrounding
area is considered to be underexplored for volcanogenic massive sulphide
mineralization and recommends that in view of the extension of favourable
geology well beyond the boundaries of the current claims, plus the presence of
several sulphide zones east, west and north of the claims, it would be in order
to acquire more ground prior to the initiation of further work in the Casa
claims. The staking of an additional 50 mining claim units extending east, west
and north of the current claims is recommended. If the staking of additional
claims is concluded not to be an option, it is recommended that no further work
be undertaken and the property abandoned for lack of merit of the claims as
presently owned.

Although we may be able to carry out phase II in three distinct
phases, we still must face the eventuality of the full expenditure to properly
evaluate the claims.

Recommendations - If we determine that we should
continue on with the projected two-phase exploration program, he proposes that a
second phase be comprised of three parts  the staking of additional claims, the
continuation of the exploration of the newly acquired claims and diamond
drilling on the expanded claims group:

| | Phase 2A | Stake an additional 50 mining
      claims to the east, west and north of the existing claims with an
      estimated cost of:
| | -------- | ------------------------------------------------------------------------------------------------------------------------------

Staking (pickets, paint, flagging etc.)
    
    500Filing fees
    
    10,000Wages and fees
    
    7,000Contingencies
    
    2,500Cost for Phase 2A  Staking (two
      weeks)
    $
    20,000


---

13

Phase 2B. Effectively repeat the phase I general exploration
program on the newly acquired claims by establishing a base line with 25-metre
stations and cross lines run every 50 metres for 100 metres each side of the
baseline; geologically map the grid; conduct an electromagnetic survey over the
grid with readings taken every 25 metres along the lines; rock, till and
geochemically sample those areas determined by the geological and EM surveys.
These surveys will have an estimated cost as follows:

Grid materials (pickets, paint, flagging
      etc.)
    
    2,500Geological and Geochemical supplies
    
    1,500EM Survey (50 km x $200/km)
    
    15,000Wages and fees
    
    50,000Camp equipment, operation
    
    10,000Assaying
    
    15,000Contingencies
    
    10,600Cost for Phase 2B  Exploration (three - four weeks)
    $
    105,000


Phase 2C Diamond drill a total of 4,000
feet over selected targets determined from phase 2B. It is anticipated that some
additional geological mapping, prospecting and some geochemical sampling will
take place as the drilling progresses; separate funding for that is not
identified here but will be done coincident with the above program and will
require three weeks to complete with an estimated cost of:

Transportation
    
    5,000Wages and fees
    
    9,000Diamond drilling (4000 ft x $20/ft)
    
    80,000Assaying
    
    12,000Field costs, including drill fuel
      ($5.00/ft.)
    
    20,000Contingencies
    
    15,000Total Costs for Phase 2C  Diamond
      Drilling
    $
    140,000


Phase 2 Summary Costs

Phase 2A  Staking & Related
    
    20,000Phase 2A  Exploration & Geology
    
    105,000Phase 2C  Diamond Drilling
    
    140,000Total Costs for Phase 2
    
    265,000


Although it is recommended that phase 2 be carried out in its
entirety, it could be broken up over two years such that phases 2A & 2B be
completed in the same year. Phase 2C could be postponed for one year depending
on available funds.

It is then recommended that a new third phase be undertaken to
diamond drill the property to depth and test for continuation of discovered
anomalies.

Phase 3. The third phase of exploration
would continue the diamond drill program if results from the phase 2 program
remain positive. Cost of the third phase of exploration is estimated to be as
follows and will require three to four weeks to complete:

Wages and fees
    
    20,000Camp equipment, operation
    
    20,000Diamond drilling (5000 ft x $20/ft)
    
    100,000Assaying and ICP Analyses
    
    25,000Camp cook, Industrial First Aid
    
    5,000Field costs ($5.00/ft)
    
    25,000Contingencies
    
    20,000Total Costs for Phase 3
    
    215,000


---

14

Future Direction -The Board of Directors
hesitates to commit to an expenditure of CA $265,000 without better results from
phase I and without a better understanding of the geology of the lands
surrounding the claim as well as the ability to acquire additional claims in the
area. However, we are currently in negotiations with various firms and persons
seeking to raise such capital to continue with the exploration program and
additional claims. Success has been limited to date. We are also seeking access
to claims surrounding the Casa claims group. At the same time, we are be seeking
additional projects or other business opportunities.

Cavalier continues to carefully control its expenses and
overall costs as it moves forward with the development of its business plan. At
present, we have no employees, other than Messrs. Williams and West, our
officers and directors. Neither Mr. Williams nor Mr. West has an employment
agreement with us. We presently do not have pension, health, annuity, insurance,
stock options, profit sharing or similar benefit plans; however, we may adopt
such plans in the future. There are presently no personal benefits available to
any employee. We otherwise engage required personnel through outside consulting
contracts or agreements or other such arrangements, including for legal,
accounting and technical consulting.

Risks

At present we do not know whether or not the claims contain
commercially exploitable reserves of gold or any other valuable mineral.
Additionally, the proposed expenditures to be made by us in the exploration of
the claims may not result in the discovery of commercial quantities of ore.
Problems such as unusual or unexpected formations and other unanticipated
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In that a case, we would be unable to complete our business
plan.

As a result of the completion of our SB-2 offering, we have
sufficient financial resources to continue operations for the coming fiscal year
but do not have the funds required to carry out the next phase of the recommend
work program. Further, in order to complete future phases of our proposed
exploration program we will need to raise additional funding. Even if the first
phase of our exploration program is deemed to be successful there is no
guarantee that we will be able to raise any additional capital in order to
finance the second phase.

Finally, even if our exploration program is successful we may
not be able to obtain commercial production. If our exploration program is
successful and commercial quantities of ore are discovered we will require a
significant amount of additional funds to place the claims into commercial
production. Should we be unable to raise the additional funds required we would
be unable to see the claims evolve into an operating mine and would have to
cease business operations.

Use of Proceeds

Net cash provided by financing activities from inception on
February 11, 2005 to May 31, 2007 was $82,500 as a result of proceeds received
from the sale of our common stock. During that same period, the following table
indicates how those proceeds have been spent to date:

Professional Fees
    $17,630Office Expenses
    21,076Organizational Costs
    250Travel Expenses
    4,619Licences, Permits & Filing Fees
    6,180Rent
    2,400Public Relations
    5,202Mineral Exploration
    20,603Miscellaneous
      Expenses
    388Total Use of
      Proceeds to May 31, 2007
    $78,348


---

15

Plan of Operation

We believe we can satisfy our cash requirements through the
fiscal year end of May 31, 2008 through current cash on hand and funds received
as the result of the completion of the Corporations SB-2 offering as well as
loans, private placement of our securities and the like.

For the current fiscal year we will concentrate our efforts on
obtaining additional financing required for the completion of the second phase
of the exploration program on our optioned mineral claim in north-eastern
Ontario. We do not plan on completing phase II until late 2007 and will only
commence phase II if we are able to secure the additional funding required.

Following industry trends and demands, we are also considering
the acquisition of other resource properties. In either situation, a new public
offering might be needed.

We do not expect any changes or more hiring of employees since
contracts will be given to consultants and sub-contractor specialists in
specific fields of expertise for the exploration work.

Liquidity and Capital Resources

As of end of the fiscal year on May 31, 2007 we have yet to
generate any revenues from our business operations.

Since inception, we have used our common stock to raise money
for our optioned mineral property and for corporate expenses. Net cash provided
by financing activities for the fiscal year ended May 31, 2007 was $54,500. By
comparison for the similar period last year, we raised $0. To date we have
secured $82,500 in equity financing as the result of proceeds from the sale of
common shares pursuant to the sale of 4,000,000 shares of common stock through a
Section 4(2) offering in February, 2005 for cash consideration of $4,000 and for
the issuance of 2,400,000 shares of common stock through a Regulation S offering
in April, 2005 for cash consideration of $24,000. In addition, we received cash
consideration of $54,500 through the sale of 1,090,000 common shares under our
Regulation SB-2 prospectus offering in July, 2006. From inception on February
11, 2005 to May 31, 2007 we have been successful in raising $82,500 as a result
of proceeds received from sales of our common stock.

As of May 31, 2007 our total assets which consist of cash and
deferred offering costs amounted to $3,258 and our total liabilities were
$3,000. Working capital stood at $258.

For the year ended May 31, 2007 our net loss was $53,653
($0.0077 per share). The loss per share was based on a weighted average of
6,945,000 common shares outstanding. For the previous fiscal year the
comparative numbers were a net loss of $21,369 and a loss per share of $0.0033
based on a weighted average of 6,400,000 shares outstanding. From inception on
February 11, 2005 to May 31, 2007 we have incurred a net loss of $80,298.

Future Operations

Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception, and
this is likely to continue through fiscal 2007 - 2008. Management projects that
we may require $365,000 to fund our ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

Operating expenses
    $ 50,000Phase II of the exploration program
    265,000Working Capital
    50,000Total
    $365,000


---

16

As at May 31, 2007 we had a working capital surplus of $258. We
plan to raise the additional capital required to meet the balance of our
estimated funding requirements for the next twelve months primarily through the
issuance of other privately placed securities. We do not anticipate that we will
be able to satisfy any of these funding requirements internally until we
significantly increase revenues.

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended May 31, 2007, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon obtaining
further financing. The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further
funds required for our continued operations. We are pursuing various
alternatives to meet our immediate and long-term financial requirements. There
can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis,
we will not be able to meet our other obligations as they become due.

Application of Critical Accounting Policies

Our consolidated financial statements and accompanying notes
are prepared in accordance with generally accepted accounting principles in the
United States. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by management's application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our consolidated financial statements is critical
to an understanding of our financial statements.

Going Concern

These consolidated financial statements have been prepared on
the going concern basis which assumes that adequate sources of financing will be
obtained as required and that our assets will be realized and liabilities
settled in the ordinary course of business. These consolidated financial
statements do not include any adjustments related to the recoverability of
assets and classification of assets and liabilities that might be necessary if
we are unable to continue as a going concern.

In order to continue as a going concern, we require additional
financing. There can be no assurance that additional financing will be available
to us when needed or, if available, that it can be obtained on commercially
reasonable terms. If we are not able to continue as a going concern, we would
likely be unable to realize the carrying value of our assets reflected in the
balances set out in the preparation of the consolidated financial
statements.

Research and Development

Research costs are expensed as incurred. During the year, $0
(2006 - $0) was incurred on research and development.

Mineral Exploration, Licenses, Permits and Filing Fees

Mineral exploration costs, licenses, permits and filing fees
related to exploration matters are expensed as incurred. During the year,
$20,603 (2006 - $0) was incurred on such costs.

---

17

Foreign Currency and Exchange Rates

The financial position and results of operations are determined
using local currency (the Canadian Dollar) as the functional currency. Dollar
costs of Cavaliers property acquisition and planned exploration costs are in
Canadian Dollars. For purposes of consistency and to express United States
Dollars throughout this report, Canadian Dollars have been converted into United
States currency. At May 31, 2007 the exchange rate was approximately CA $1.05 to
US $1.00.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent fiscal year
ended May 31, 2007. Inflation is moderately higher than it was during 2006 but
the actual rate of inflation is not material and is not considered a factor in
our contemplated capital expenditure program.

Item 7. Financial Statements.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

The Report of Independent Auditor's by Cordovano & Honeck,
  LLP, for the audited consolidated financial statements for the year ended May
  31, 2007 is included herein immediately preceding the audited financial statements.

---

THE CAVALIER GROUP 
  (An Exploration Stage Company) 
  Index to Financial Statements

|                                                                                                                                                                   | Page
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----
|                                                                                                                                                                   |     
|Balance Sheet at May 31, 2007                                                                                                                                      | F-3 
|                                                                                                                                                                   |     
|Statements of Operations for the years ended May 31, 2007
      and 2006, and for the period from February 11, 2005 (inception) through
      through May 31, 2007 | F-4 
|                                                                                                                                                                   |     
|Statement of Changes in Shareholders' Equity for the period
      from February 11, 2005 (inception) through May 31, 2007                                          | F-5 
|                                                                                                                                                                   |     
|Statements of Cash Flows for the years ended May 31, 2007
      and 2006, and for the period from February 11, 2005 (inception) through
      through May 31, 2007 | F-6 
|                                                                                                                                                                   |     
|Notes to Financial Statements                                                                                                                                      | F-7 

F-1

---

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders 
  The Cavalier Group:

We have audited the accompanying balance sheet of The Cavalier
  Group as of May 31, 2007 and the related statements of operations, changes in
  shareholders equity, and cash flows for the years ended May 31, 2007 and
  2006, and from February 11, 2005 (inception) through May 31, 2007. These financial
  statements are the responsibility of the Companys management. Our responsibility
  is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). 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 audits provide
  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 The Cavalier Group
  as of May 31, 2007, and the results of its operations and its cash flows for
  the years ended May 31, 2007 and 2006, and from February 11, 2005 (inception)
  through May 31, 2007 in conformity with accounting principles generally accepted
  in the United States of America.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 1 to
  the financial statements, the Company has incurred operating losses since inception,
  which raises substantial doubt about its ability to continue as a going concern.
  Managements plan in regard to this matter is also discussed in Note 1.
  The financial statements do not include any adjustments that might result from
  the outcome of this uncertainty.



Cordovano and Honeck LLP 
  Englewood, Colorado 
  August 15, 2007

F-2

---

THE CAVALIER GROUP 
  (An Exploration Stage Company) 
  Balance Sheet 
  May 31, 2007

|Assets                                                              |  
|------------------------------------------------------------------- | -
|Current assets:                                                     |  
|Cash                                                                | $
|Total
      assets                                                  | $
|                                                                    |  
|Liabilities and Shareholders Equity                                |  
|Current liabilities:                                                |  
|Accrued liabilities                                                 | $
|Total current liabilities                                           |  
|                                                                    |  
|Shareholders equity (Note 2):                                      |  
|Common stock, $.001 par value; 200,000,000
      shares authorized, |  
|7,490,000
      shares issued and outstanding                       |  
|Additional paid-in capital                                          |  
|Accumulated deficit                                                 |  
|Cumulative translation adjustment                                   |  
|Total shareholders equity                                          |  
|Total
      liabilities and shareholders equity                    | $

See accompanying notes to financial statements 
  F-3

---

THE CAVALIER GROUP 
  (An Exploration Stage Company) 
  Statements of Operations

|                                                  |   |                     |   |   |           |   |   | February 11, 2005 |  
|------------------------------------------------- | - | ------------------- | - | - | --------- | - | - | ----------------- | -
|                                                  |   |                     |   |   |           |   |   | (Inception)       |  
|                                                  |   | For The Years Ended |   |   | Through   |  
|                                                  |   | May
      31,       |   |   | May 31,   |  
|Expenses:                                         |   | 2007                |   |   | 2006      |   |   | 2007              |  
|Contributed rent (Note
      2)                   | $ |                    |   | $ | 1,200     |   | $ | 1,400             |  
|Contributed administrative support (Note
      2) |   | 200                 |   |   | 200       |   |   | 550               |  
|Professional fees                                 |   | 8,730               |   |   | 5,900     |   |   | 17,630            |  
|Travel and meals                                  |   | 1,175               |   |   | 2,884     |   |   | 4,619             |  
|Office                                            |   | 13,390              |   |   | 6,990     |   |   | 21,076            |  
|Rent                                              |   | 2,400               |   |   |          |   |   | 2,400             |  
|Organization costs                                |   |                    |   |   |          |   |   | 250               |  
|Bank charges                                      |   | 68                  |   |   | 170       |   |   | 388               |  
|Licenses, permits, filing
      fees              |   | 1,885               |   |   | 4,295     |   |   | 6,180             |  
|Mineral interest acquisition costs-Exploration    |   | 20,603              |   |   |          |   |   | 20,603            |  
|Public relations                                  |   | 5,202               |   |   |          |   |   | 5,202             |  
|Total expenses                                    |   | 53,653              |   |   | 21,639    |   |   | 80,298            |  
|                                                  |   |                     |   |   |           |   |   |                   |  
|Loss before
      income taxes                    |   | (53,653             | ) |   | (21,639   | ) |   | (80,298           | )
|                                                  |   |                     |   |   |           |   |   |                   |  
|Income tax provision (Note 4)                     |   |                    |   |   |          |   |   |                  |  
|                                                  |   |                     |   |   |           |   |   |                   |  
|Net loss                                          | $ | (53,653             | ) | $ | (21,639   | ) | $ | (80,298           | )
|                                                  |   |                     |   |   |           |   |   |                   |  
|Basic and diluted loss per share                  | $ | -0.01               |   | $ | -0.00     |   |   |                   |  
|                                                  |   |                     |   |   |           |   |   |                   |  
|Basic and diluted weighted average                |   |                     |   |   |           |   |   |                   |  
|common shares outstanding                         |   | 6,945,000           |   |   | 6,400,000 |   |   |                   |  

See accompanying notes to financial statements 
  F-4

---

THE CAVALIER GROUP 
  (An Exploration Stage Company) 
  Statement of Changes in Shareholders' Equity

CumulativeTranslationAdjustmentAdditional
      
      
      
      
      
      OtherCommon
        Stock
      
      
      Paid-In
      
      
      Accumulated
      
      
      ComprehensiveShares
      
      
      Par Value
      
      
      Capital
      
      
      Deficit
      
      
      Income
      
      
      TotalBalance at February 11, 2005 (inception)
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      February 2005, common stock sold to anofficer ($.001/share) (Note 2)
      4,000,000
      
      
      4,000
      
      
      
      
      
      
      
      
      
      
      
      4,000April 2005 through May 2005, commonstock sold in private placement offering($.01/share) (Note 4)
      2,400,000
      
      
      2,400
      
      
      21,600
      
      
      
      
      
      
      
      
      24,000Office space and administrative supportcontributed by an officer (Note
        2)
      
      
      
      
      
      
      350
      
      
      
      
      
      
      
      
      350Net loss, period ended May 31, 2005
      
      
      
      
      
      
      
      
      
      (5,006
      )
      
      
      
      
      (5,006
      )Balance at May 31, 2005
      6,400,000
      
      
      6,400
      
      
      21,950
      
      
      (5,006
      )
      
      
      
      
      23,344Office space and administrative supportcontributed by an officer (Note
        2)
      
      
      
      
      
      
      1,400
      
      
      
      
      
      
      
      
      1,400Comprehensive loss:Net loss, period endedFebruary 28, 2006
      
      
      
      
      
      
      
      
      
      (21,639
      )
      
      
      
      
      (21,639
      )Cumulative translation adjustment
      
      
      
      
      
      
      
      
      
      
      
      
      152
      
      
      152Comprehensive loss
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (21,487
      )Balance at May 31, 2006
      6,400,000
      
      
      6,400
      
      
      23,350
      
      
      (26,645
      )
      
      152
      
      
      3,257July 2006, common stock sold pursuantto Form SB-2 registered offering
        at$.05/share, net of $5,000 of offeringcosts (Note 4)
      1,090,000
      
      
      1,090
      
      
      48,410
      
      
      
      
      
      
      
      
      49,500Administrative support contributedby an officer (Note 2)
      
      
      
      
      
      
      200
      
      
      
      
      
      
      
      
      200Comprehensive loss:Net loss, period endedMay 31, 2007
      
      
      
      
      
      
      
      
      
      (53,653
      )
      
      
      
      
      (53,653
      )Cumulative translation adjustment
      
      
      
      
      
      
      
      
      
      
      
      
      954
      
      
      954Comprehensive loss
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (52,699
      )Balance at May 31, 2007
      7,490,000
      
      $
      7,490
      
      $
      71,960
      
      $
      (80,298
      )
      $
      1,106
      
      $
      258


See accompanying notes to financial statements 
  F-5

---

THE CAVALIER GROUP 
  (An Exploration Stage Company) 
  Statements of Cash Flows

|                                                   |   |                     |   |   |         |   |   | February 11, 2005 |  
|-------------------------------------------------- | - | ------------------- | - | - | ------- | - | - | ----------------- | -
|                                                   |   |                     |   |   |         |   |   | (Inception)       |  
|                                                   |   | For The Years Ended |   |   | Through |  
|                                                   |   | May
      31,       |   |   | May 31, |  
|                                                   |   | 2007                |   |   | 2006    |   |   | 2007              |  
|Cash flows from operating activities:              |   |                     |   |   |         |   |   |                   |  
|Net loss                                           | $ | (53,653             | ) | $ | (21,639 | ) | $ | (80,298           | )
|Adjustments to reconcile net loss to net cash      |   |                     |   |   |         |   |   |                   |  
|used in operating activities:                      |   |                     |   |   |         |   |   |                   |  
|Office space and administrative support            |   |                     |   |   |         |   |   |                   |  
|contributed by an officer (Note 2)                 |   | 200                 |   |   | 1,400   |   |   | 1,950             |  
|Changes
      in operating assets and liabilities: |   |                     |   |   |         |   |   |                   |  
|Deferred offering costs                            |   |                    |   |   | (5,000  | ) |   |                  |  
|Accounts payable and accrued liabilities           |   | (3,582              | ) |   | 3,582   |   |   | 3,000             |  
|Net
      cash used in                             |   |                     |   |   |         |   |   |                   |  
|operating activities                               |   | (57,035             | ) |   | (21,657 | ) |   | (75,348           | )
|                                                   |   |                     |   |   |         |   |   |                   |  
|Cash flows from financing activities:              |   |                     |   |   |         |   |   |                   |  
|Proceeds from the sale of common
      stock       |   | 54,500              |   |   |        |   |   | 82,500            |  
|Payments for offering costs                        |   |                    |   |   |        |   |   | (5,000            | )
|Net
      cash provided by                         |   |                     |   |   |         |   |   |                   |  
|financing activities                               |   | 54,500              |   |   |        |   |   | 77,500            |  
|                                                   |   |                     |   |   |         |   |   |                   |  
|Net
      change in cash                           |   | (2,535              | ) |   | (21,657 | ) |   | 2,152             |  
|                                                   |   |                     |   |   |         |   |   |                   |  
|Effect of exchange rate changes on cash            |   | 954                 |   |   | 152     |   |   | 1,106             |  
|                                                   |   |                     |   |   |         |   |   |                   |  
|Cash, beginning of period                          |   | 4,839               |   |   | 26,344  |   |   |                  |  
|                                                   |   |                     |   |   |         |   |   |                   |  
|Cash, end of period                                | $ | 3,258               |   | $ | 4,839   |   | $ | 3,258             |  
|                                                   |   |                     |   |   |         |   |   |                   |  
|Supplemental disclosure of cash flow information:  |   |                     |   |   |         |   |   |                   |  
|Cash paid during the period for:                   |   |                     |   |   |         |   |   |                   |  
|Income taxes                                       | $ |                    |   | $ |        |   | $ |                  |  
|Interest                                           | $ |                    |   | $ |        |   | $ |                  |  

See accompanying notes to financial statements 
  F-6

---

The Cavalier Group 
  (An Exploration Stage Company) 
  Notes to Financial Statements

(1)Summary
  of Significant Accounting Policies

Organization and Basis of PresentationThe Cavalier Group (the Company) was incorporated in the
  state of Wyoming on February 11, 2005 to engage in the acquisition, exploration
  and development of mineral properties. The Company is in the exploration stage
  in accordance with Industry Guide 7. On April 25, 2005, the Company entered
  into an option agreement to acquire 100 percent of the right, title and interest
  in mineral claims located in northeast Ontario, Canada. The accompanying financial
  statements have been prepared assuming that the Company will continue as a going
  concern.

The Companys significant operating losses raise substantial
  doubt about its ability to continue as a going concern. Inherent in the Companys
  business are various risks and uncertainties, including its limited operating
  history, historical operating losses, dependence upon strategic alliances, and
  the historical success rate of mineral exploration. Managements plan is
  to acquire interests in certain mining claims and explore for minerals.

The Companys future success is primarily dependent upon
  the existence of minerals on the property for which the Company owns an option
  to acquire claims. No minerals have yet been discovered on the property. The
  Companys success will also be dependent upon its ability to raise sufficient
  capital to fund its exploration program and, if minerals are discovered, to
  mine the discovery on a timely and cost-effective basis.

Use of EstimatesThe preparation of financial statements in accordance with generally
  accepted accounting principles requires management to make estimates and assumptions
  that affect the reported amounts of assets and liabilities and the disclosure
  of contingent assets and liabilities at the date of financial statements and
  the reported amounts of revenues and expenses during the reporting period. Actual
  results could differ from those estimates.

Functional CurrencyThe Companys functional currency is the Canadian dollar; however,
  the accompanying financial statements and footnotes refer to United States (U.S.)
  dollars unless Canadian dollars are specifically designated with CDN.

Cash and Cash EquivalentsThe Company considers all highly liquid securities with original maturities
  of three months or less when acquired to be cash equivalents. There were no
  cash equivalents at May 31, 2007.

Financial InstrumentsAt May 31, 2007, the fair value of the Companys financial instruments
  approximate their carrying value based on their terms and interest rates.

Mineral InterestsMineral interest acquisition costs include cash consideration and the
  estimated fair value of common shares issued for mineral properties, based on
  recent share issuances. Exploration and development expenditures are expensed
  in the period incurred until such time as the Company establishes the existence
  of commercial feasibility, at which time these costs will be deferred. Administrative
  expenditures are expensed in the period incurred.

F-7

---

The Cavalier Group 
  (An Exploration Stage Company) 
  Notes to Financial Statements

Mineral interest acquisition costs and related interest and financing
  costs may be deferred until the property is placed into production, sold or
  abandoned. Mineral interest acquisition costs will be deferred only when and
  if proven and probable reserves have been found to exist. No proven or probable
  reserves are currently known to exist.

Any deferred costs will be amortized on a unit-of-production
  basis over the estimated proven and probable reserves of the property following
  commencement of commercial production or written off if the property is sold,
  allowed to lapse or abandoned.

Earnings (Loss) per Common ShareThe Company reports loss per share using a dual presentation of basic
  and diluted loss per share. Basic loss per share excludes the impact of common
  stock equivalents. Diluted loss per share utilizes the average market price
  per share when applying the treasury stock method in determining common stock
  equivalents. At May 31, 2007, there were no variances between the basic and
  diluted loss per share as there were no potentially dilutive securities outstanding.

Income TaxesThe Company accounts for income taxes under the provisions of SFAS No.
  109, Accounting for Income Taxes (SFAS 109). SFAS 109 requires recognition
  of deferred tax liabilities and assets for the expected future tax consequences
  of events that have been included in the financial statements or tax returns.
  Under this method, deferred tax liabilities and assets are determined based
  on the difference between the financial statement and tax bases of assets and
  liabilities using enacted tax rates in effect for the year in which the differences
  are expected to reverse.

Foreign Currency TranslationThe accounts of the Companys foreign operations have been translated
  into United States dollars. Assets and liabilities of those operations are translated
  in U.S. dollars using exchange rates as of the balance sheet date; income and
  expenses are translated using the average exchange rates for the reporting period.
  Translation adjustments are deferred in accumulated other comprehensive income
  (loss), a separate component of shareholders equity.

Recent Accounting PronouncementsIn February 2006, the Financial Accounting Standards Board issued Statement
  of Financial Accounting Standards No. 155 (SFAS 155), Accounting for Certain
  Hybrid Financial Instruments- an amendment of FASB Statements No. 133 and No.
  140. This Statement resolves issues addressed in Statement 133 Implementation
  Issue No. D1, Application of Statement 133 to Beneficial Interests in
  Securitized Financial Assets. This Statement is effective for all financial
  instruments acquired or issued after the beginning of an entitys first
  fiscal year that begins after September 15, 2006. The fair value election provided
  for in paragraph 4(c) of this Statement may also be applied upon adoption of
  this Statement for hybrid financial instruments that had been bifurcated under
  paragraph 12 of Statement 133 prior to the adoption of this Statement. The Company
  does not expect the adoption of SFAS 155 to have a material impact on its financial
  statements.

In March 2006, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 156 (SFAS 156),
  Accounting for Servicing of Financial Assetsan amendment of FASB Statement
  No. 140, which requires an entity to recognize a servicing asset or servicing
  liability each time it undertakes an obligation to service a financial asset
  by entering into a servicing contract F-8

---

The Cavalier Group 
  (An Exploration Stage Company) 
  Notes to Financial Statements

under certain circumstances. The Company does not expect the
  adoption of SFAS 156 to materially impact its financial position or results
  of operations.

In July 2006, the Financial Accounting Standards Board issued
  Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income
  Taxes, which clarifies the accounting for uncertainty in income taxes recognized
  in an enterprises financial statements in accordance with FASB Statement
  No. 109, Accounting for Income Taxes. FIN 48 provides guidance on the financial
  statement recognition and measurement of a tax position taken or expected to
  be taken in a tax return. FIN 48 also provides guidance on derecognition, classification,
  interest and penalties, accounting in interim periods, disclosures, and transition.
  FIN 48 is effective for fiscal years beginning after December 15, 2006. The
  Company does not expect the adoption of FIN 48 to materially impact its financial
  position or results of operations.

In September 2006, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 157 (SFAS 157),
  Fair Value Measurements. SFAS 157 clarifies the principle that fair value should
  be based on the assumptions market participants would use when pricing an asset
  or liability and establishes a fair value hierarchy that prioritizes the information
  used to develop those assumptions. Under the standard, fair value measurements
  would be separately disclosed by level within the fair value hierarchy. SFAS
  157 is effective for financial statements issued for fiscal years beginning
  after November 15, 2007 and interim periods within those fiscal years, with
  early adoption permitted. The Company does not expect the adoption of SFAS 157
  to materially impact its financial position or results of operations.

In February 2007, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 159 (SFAS 159),
  The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding
  an amendment of FASB Statement No. 115. This Statement permits entities to choose
  to measure many financial instruments and certain other items at fair value.
  The objective is to improve financial reporting by providing entities with the
  opportunity to mitigate volatility in reported earnings caused by measuring
  related assets and liabilities differently without having to apply complex hedge
  accounting provisions. This Statement is expected to expand the use of fair
  value measurement, which is consistent with the Boards long-term measurement
  objectives for accounting for financial instruments. SFAS 159 is effective for
  financial statements issued for fiscal years beginning after November 15, 2007.
  The Company does not expect the adoption of SFAS 157 to materially impact its
  financial position or results of operations.

(2)Related
  Party Transactions

The Companys president contributed office space to the
  Company through May 31, 2006. The office space was valued at $100 per month
  based on the market rate in the local area and is included in the accompanying
  financial statements as contributed rent expense with a corresponding credit
  to additional paid-in capital.

The president contributed administrative services to the Company
  for the period presented. The time and effort was recorded in the accompanying
  financial statements based on the prevailing rates for such services, which
  equaled $50 per hour based on the level of services performed. The services
  are reported as contributed administrative services with a corresponding credit
  to additional paid-in capital.

F-9

---

The Cavalier Group 
  (An Exploration Stage Company) 
  Notes to Financial Statements

In February 2005, the Company sold 4,000,000 shares of its restricted
  common stock to its president for $4,000 ($.001/share).

(3)        Option Agreement
  on Mineral Interests

Casa Claims Option Agreement (formerly referred to as the
  Mineta Resources Ltd. Option Agreement)

On April 25, 2005, the Company entered into an option agreement
  to acquire 100 percent of the right, title and interest in a mineral claim located
  in northeast Ontario, Canada. On November 30, 2006, the parties amended the
  agreement due to equipment malfunctions encountered during the drilling process.
  The parties agreed to revise the exploration costs incurred through October
  31, 2006 and 2007 to CDN$30,000 and CDN$120,000, respectively. The original
  agreement called for exploration costs of CDN$50,000 and CDN$100,000, respectively,
  as of October 31, 2006 and 2007.

Under the terms of the Option Agreement, the Company is required
  to:

| | A. | Make option exploration expenditures as follows:
| | -- | ------------------------------------------------

Exploration**Expenditures**
      
      
      
      
      
      Due DateCDN
      $
      30,000.00
      
      
      *
      
      
      October 31, 2006CDN
      
      120,000.00
      
      
      
      
      
      October 31, 2007$
      150,000.00


| | B. | Make annual payments of CDN$50,000, commencing January
        1, 2009, as long as the Company held any interest in the claim.
| | -- | ------------------------------------------------------------------------------------------------------------------------------

|* | During the three months ended November 30, 2006, the
        Company incurred CDN$22,790 (US$20,603) for exploration expenditures under
        the option agreement. In April 2007, the Company obtained a waiver for
        the requirement to expend CDN$30,000 by October 31, 2006.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition to the above terms, the optionor is to retain a three
  percent net smelter royalty.

(4)        Shareholders
  Equity

The Company filed a Form SB-2 registration statement with the
  SEC on July 29, 2005 to offer up to 2,000,000 shares of the Companys common
  stock at a price of $0.05 per share. The registration statement became effective
  on January 31, 2006. During July 2006, the Company sold 1,090,000 common shares
  pursuant to the registration statement for net proceeds of $49,500, after deducting
  $5,000 of offering costs.

Between April 2005 and May 2005, the Company offered for sale
  3,000,000 shares at of its common stock at a price of $0.01 per share. The Company
  closed the offering after selling 2,400,000 shares for gross proceeds of $24,000.
  The offering was made in reliance on an exemption from registration of a trade
  in the United States under Rule 903 of Regulation S of the United States Securities
  Act of 1933, as amended.

F-10

---

The Cavalier Group 
  (An Exploration Stage Company) 
  Notes to Financial Statements

(5)        Income Taxes

A reconciliation of the U.S. statutory federal income tax rate
  to the effective tax rate is as follows:

May
        31,2007
      
      
      2006U.S. statutory federal rate
      
      15.65%
      
      
      15.00%Contributed rent and services
      
      -0.06%
      
      
      -0.97%Net operating loss for which no taxbenefit is currently available
      
      -15.59%
      
      
      -14.03%0.00%
      
      
      0.00%


May
        31,2007
      
      
      2006Deferred tax assets
      $
      8,363
      
      $
      3,036Deferred tax liabilities
      
      -
      
      
      -Valuation allowance
      
      (8,363
      )
      
      (3,036
      )$
      -
      
      $
      -


At May 31, 2007, deferred tax assets consisted of a net tax asset
  of $12,097, due to operating loss carryforwards of $78,348, which was fully
  allowed for, in the valuation allowance of $12,097. The valuation allowance
  offsets the net deferred tax asset for which there is no assurance of recovery.
  The net operating loss carryforward expires through the year 2027.

The valuation allowance will be evaluated at the end of each
  year, considering positive and negative evidence about whether the deferred
  tax asset will be realized. At that time, the allowance will either be increased
  or reduced; reduction could result in the complete elimination of the allowance
  if positive evidence indicates that the value of the deferred tax assets is
  no longer impaired and the allowance is no longer required.

Should the Company undergo an ownership change as defined in
  Section 382 of the Internal Revenue Code, the Companys tax net operating
  loss carryforwards generated prior to the ownership change will be subject to
  an annual limitation, which could reduce or defer the utilization of these losses.

F-11

---

18

Item 8. Changes In & Disagreements With Accountants on
Accounting & Financial Disclosure

There have been no changes in or disagreements with our
accountants on issues of accounting or financial disclosure since inception of
Cavalier on February 11, 2005.

Item 8A. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, as of May
31, 2007, the end of the year to which this annual report relates, we have
carried out an evaluation of the effectiveness of the design and operation of
Cavaliers disclosure controls and procedures. This evaluation was carried out
under the supervision and with the participation of our Corporation's
management, including our President. Based upon that evaluation, our President
concluded that the disclosure controls and procedures are effective. There have
been no changes in our internal controls or in other factors, which could affect
internal controls.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in Cavalier's reports filed under the
Exchange Act is accumulated and communicated to management, including our
President and Chief Executive Officer as appropriate, to allow timely decisions
regarding required disclosure.

We do not have an audit committee currently but we anticipate
that one will be appointed in the future; however, the board committee that
performed the equivalent functions of an audit committee was comprised of our
President, Gerald W. Williams and our independent director, Roy D. West. None of
our officers or directors has been determined to be an audit committee
financial expert. The committee reviewed and discussed the audited financial
statements with management and with the Board of Directors. The committee has
discussed with the independent auditors all matters required to be discussed.
The committee has received the written disclosures and the letter from the
independent accountants as required by Independence Standards Board Standard No.
1 and has discussed with the independent accountant the independent accountants
independence.

Item 8B. Other Information

Code of Ethics

The Board of Directors on April 30, 2005 adopted a formal
written Code of Business Conduct and Ethics and Compliance Program for all
officers, directors and senior employees. The Code of Business Conduct and
Ethics has been filed with this annual report as an exhibit and a copy is
available upon written request by any person without charge. To obtain a copy,
an interested party should contact our offices by telephone at (888) 755-9766 or
write to 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001.

Web Site

Cavalier does not maintain a Web site but has an e-mail address
at cavaliergroup@gmail.com.

---

19

PART III

Item 9. Directors, Executive Officers, Promoters and Control
Persons

All directors of our Corporation hold office until the next
annual general meeting of the shareholders or until their successors are elected
and qualified. The officers of our Corporation are appointed by our board of
directors and hold office until the earlier of their death, retirement,
resignation or removal.

Our directors, executive officers and other significant
employees, their ages, positions held and duration each person has held that
position, are as follows:

Name
    Position Held with the
      Corporation
    Age
    Date First Elected / AppointedGerald W. Williams
    President, Secretary, Treasurer
      and Director
    57
    February 11, 2005Roy D. West
    Director
    57
    November 01, 2005


Business Experience

None of the directors or officers has professional or technical
accreditation in the exploration, development or operations of mining or mining
related projects. During the past year, our president, Mr. Williams, spent
approximately 15% of his time (approximately 9 hours per week) while Mr. West
spent approximately 5% of his time (approximately 3 hours per week) on the
affairs of Cavalier. For the coming year, it is anticipated that time commitment
and requirement will remain approximately the same.

The following is a brief account of the education and business
experience of each director, executive officer and key employee during at least
the past five years, indicating each person's principal occupation during the
period, and the name and principal business of the organization by which he was
employed.

Gerald W. Williams, a director serving as president and
chief executive officer is, and has been, a management and business consultant
since 1984. He is President, 1983 to present, of Sylco Investments Ltd., a
private British Columbia company, incorporated in 1983 which is in the business
of providing financial, management and consulting services to development and
exploration stage businesses in Canada and the United States; he has been
performing such services since 1983. Prior to that he spent 13 years in real
estate sales, appraisal and land development. He is not a director of any other
corporation.

Roy D. West, a director has been retired since 2003.
Prior to that date he spent four years as the equipment and tooling supply
manager and thirteen years as the assistant for Okanagan University College in
Kelowna, British Columbia and its vocational college predecessors where he was
responsible for the procurement and handling of tooling and supplies for the
industrial trades and aviation curricula at the college. He is not a director of
any other corporation. He holds a current British Columbia Free Miners
Certificate issued under the Mining Act (B.C.) which allows him to stake and
hold mineral claims in B.C.

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offences);                                                                                                                                                                 
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or

---

20

| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Commission or the Commodity Futures Trading Commission
      to have violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended, or
vacated.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 9A. Compliance With Section 16(a) of the Exchange
Act

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our executive officers and directors and persons who own more
than 10% of a registered class of our equity securities to file with the
Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
our common stock and other equity securities, on Forms 3, 4 and 5 respectively.
Executive officers, directors and greater than 10% shareholders are required by
the Securities and Exchange Commission regulations to furnish our Corporation
with copies of all Section 16(a) reports they file.

To the best of our knowledge, all executive officers, directors
and greater than 10% shareholders filed the required reports in a timely manner,
with the exception of the following: (n/a).

Item 10. Executive Compensation.

No chief executive officer of our Corporation received any cash
or other compensation during the fiscal years ended May 31, 2007 or 2006. An
affiliate of Cavalier contributed services to Cavalier during the year ended May
31, 2007 at a deemed amount of $200. This amount is charged to the appropriate
expense items and an equal amount is posted to shareholders equity. No other
executive officer of our Corporation received annual salary and/or bonus.

During the year ended May 31, 2007 we did not grant any stock
options or stock appreciation rights to any of our directors or officers. There
were no stock options exercised during the year ended May 31, 2007 and there
were no stock options or stock appreciation rights outstanding on May 31, 2007.

We have no plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which has been established. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our board of directors. Our board of directors may
award special remuneration to any director undertaking any special services on
our behalf other than services ordinarily required of a director. No director
received and/or accrued any compensation for their services as a director,
including committee participation and/or special assignments.

There are no management or other agreements with our directors
or executive officers and we do not anticipate that written agreements will be
put in place in the foreseeable future.

We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control.

There are no plans or arrangements in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the Board of Directors or
a committee thereof.

Item 11. Security Ownership of Certain Beneficial Owners and
Management & Related Stockholder Matters.

The following table sets forth, as of August 24, 2007, certain
information with respect to the beneficial ownership of our common shares by
each shareholder known to us to be the beneficial owner of 5% of our common
shares, and by each of our officers and directors. Each person has sole voting
power with respect

---

21

to the common shares, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the common shares, except as
otherwise indicated.

Name and Address of Beneficial Owner
    Amount and Nature of Beneficial Ownership
    Percentage of Class(1)Gerald W. Williams
    4,000,000
    53.4%Directors and Officers (as a group)
    4,000,000
    53.4%


| | (1) | Based on 7,490,000 shares outstanding as of August 24,
      2007 and, as to a specific person, shares issuable pursuant to the
      conversion or exercise, as the case may be, of currently exercisable or
      convertible debentures, share purchase warrants and stock options within
      60 days.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change in control of our
Corporation.

Item 12. Certain Relationships and Related Transactions.

There have been no transactions, or proposed transactions,
which have materially affected or will materially affect us in which any
director, executive officer or beneficial holder of more than 10% of the
outstanding common stock, or any of their respective relatives, spouses,
associates or affiliates, has had or will have any direct or material indirect
interest except as noted.

In February, 2005 we issued a total of 4,000,000 shares of
restricted common stock to our president and chief executive officer, Gerald W.
Williams. The fair market value of the shares, $4,000, was paid in cash.

As at the date of this annual report, we do not have any
policies in place with respect to whether we will enter into agreements with
related parties in the future.

Item 13A. Exhibits and Reports on Form 8-K.

The following reports on Form 8-K were filed during the year
ended May 31, 2007:

- April 27, 2006  Results of Operations and Financial Condition
  The Board of Directors announced the results of the first phase of exploration
  on the Casa Claims Group Property and an outline of the results of the program
  was provided.

Item 13B. Exhibits and Reports Attached.

The following are exhibits to this Annual Report

|31.1 | Certification of Chief Executive
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        302 of the Sarbanes-Oxley Act of 2003.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                   
|31.2 | Certification of Chief Financial
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        302 of the Sarbanes-Oxley Act of 2003.
|     |                                                                                                                                                                   
|32.1 | Certification of Chief Executive
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2003.
|     |                                                                                                                                                                   
|32.2 | Certification of Chief Financial
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2003.

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22

The following Exhibits are filed as part of this report
pursuant to Item 601 of Regulation K. All Exhibits have been previously filed
unless otherwise noted.

| | Exhibit No. | Document Description                                          
| | ----------- | --------------------------------------------------------------
| |             |                                                               
| | 10.1        | Code Of Business Conduct
      & Ethics and Compliance Program

Item 14. Principal Accounting Fees and Services

Audit Fees: The aggregate fees billed for the fiscal year ended
May 31, 2007 for professional services rendered by the principal accountant for
the audit of our annual financial statements and the review of financial
statements included in our filed Form 10Q was approximately $6,000 as compared
to $3,000 for the similar period of the preceding fiscal year and for the period
from inception on February 11, 2005 to May 31, 2006 the amount was approximately
$9,000.

Audit-Related Fees: The aggregate fees billed for the fiscal
year ended May 31, 2007 for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or review
for the audit or review of our annual financial statements and the review of
financial statements and are not reported under the previous item, Audit Fees,
was approximately $0 versus $0 for the similar period last year and for the
period from inception on February 11, 2005 to May 31, 2007 the amount was
approximately $0.

Tax Fees: The aggregate fees billed for the fiscal year ended
May 31, 2007 for professional services rendered by the principal accountant for
tax compliance and tax planning was approximately $0 and for the period from
inception on February 11, 2005 to May 31, 2007 the amount was approximately $0.

All Other Fees: The aggregate fees billed for the fiscal year
ended May 31, 2007 for products and services provided by the principal
accountant other than the services reported above was approximately $0 and for
the period from inception on February 11, 2005 to May 31, 2007 the amount was
approximately $0.

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23

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

THE CAVALIER GROUP (Registrant)

By:          
 /s/ Gerald W. Williams

Gerald W. Williams, President, Secretary,
Treasurer and Director
                                   
(Principal Executive Officer, Chief Executive
Officer,                                    
Principal Financial Officer and Chief Financial Officer)

Date: August 28, 2007

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

By:          
 /s/ Gerald W. Williams

Gerald W. Williams, President, Secretary,
Treasurer and
Director                                    
(Principal Executive Officer, Chief Executive
Officer,                                    
Principal Financial Officer and Chief Financial Officer)

By:            
/s/ Roy D. West

Roy D. West, Member of the Board of
Directors

Date: August 28, 2007

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