Exhibit
31.2





CERTIFICATION
PURSUANT TO RULES 13a-14(a) and 15d-14(a) UNDER THE SECURITIES


EXCHANGE
ACT OF 1934





I, Ajay
Tandon, certify that:





1.           I
have reviewed this quarterly report on Form 10-Q of Cavalier Holdings, Inc. (the
“Registrant”);





2.           Based
on my knowledge, this quarterly report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly
report;





3.           Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;





4.           I
am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant, and we have:





a)   designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant is made known to us by others within
those entities, particularly during the period in which this quarterly report is
being prepared;





b)  Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;





c)  evaluated
the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and





d)  Disclosed
in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;





5.           I
have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the Registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent
functions):





a)  all
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonable likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and





b)  any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.


Date:
      November 23, 2009
            
            /s/Ajay
  TandonAjay
      Tandon
              Director,
      President and Chief Financial Officer
              (Principal
      Financial Officer)