---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549

FORM 10-QSB /A

This Form
  10-QSB is amended to incorporate cross-references to exhibits filed with the
  Corporation’s SB-2 Registration Statement, to delete references to ‘significant’
  and‘subsequent periods’ under the heading “Controls and Procedures”
  and to incorporate the May 31, 2005 audited balance sheet as part of the quarterly
  financial statements.

(Mark One)x QUARTERLY REPORT UNDER SECTION
  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended AUGUST 31, 2005

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

For the transition period from ________to _______

Commission file number: 333-118360

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

|Nevada                                           | 98-0429182                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|5728 - 125A Street                               |                                     
|Surrey, British Columbia                         | V3X 3G8                             
|(Address of principal executive offices)         | (Zip
      Code)                    

Issuers telephone number: (604) 597-0028

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) 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
   ̈

State the number of shares outstanding of each of the issuers
  classes of common equity, as of the 
  latest practicable date: **9,306,500 shares of Common Stock as of January
  20, 2006 .**

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

Transitional Small Business Format. Yes  ̈
  No x

---

2

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

---

THE STALLION GROUP
  (An Exploration Stage Company) 
  Condensed Balance Sheet
  (Unaudited) 
  August 31, 2005

|Assets                                                             
|-------------------------------------------------------------------
|Current assets:                                                    
|Cash                                                               
|Prepaid expense (Note 3)                                           
|Total current 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,
|9,306,500 shares issued
      and outstanding                      
|Additional paid-in capital                                         
|Cumulative translation adjustment                                  
|Accumulated deficit                                                
|Total
      shareholders equity                                   
|                                                                   

See accompanying notes to condensed financial statements

F-1

---

THE STALLION GROUP 
  (An Exploration Stage Company) 
  Condensed Statements of Operations 
  (Unaudited)

|                                                  |   |                    |   |   |            |   |   | January 9,  |  
|------------------------------------------------- | - | ------------------ | - | - | ---------- | - | - | ----------- | -
|                                                  |   |                    |   |   |            |   |   | 2004        |  
|                                                  |   |                    |   |   |            |   |   | (Inception) |  
|                                                  |   | Three Months Ended |   |   | Through    |  
|                                                  |   | August 31,         |   |   | August 31, |  
|                                                  |   | 2005               |   |   | 2004       |   |   | 2005        |  
|Expenses:                                         |   |                    |   |   |            |   |   |             |  
|Contributed rent (Note 2)                         | $ | 300                |   | $ | 300        |   | $ | 2,000       |  
|Contributed administrative support
      (Note 2) |   | 50                 |   |   | 50         |   |   | 300         |  
|Professional fees                                 |   | 3,100              |   |   | 500        |   |   | 10,700      |  
|Office                                            |   | 3,529              |   |   | 1,261      |   |   | 12,253      |  
|Organization costs                                |   |                   |   |   |           |   |   | 1,160       |  
|Travel                                            |   | 521                |   |   | 1,151      |   |   | 5,233       |  
|Business promotion                                |   | 1,472              |   |   |           |   |   | 1,472       |  
|Other                                             |   | 249                |   |   | 1,041      |   |   | 1,315       |  
|Total expenses                                    |   | 9,221              |   |   | 4,303      |   |   | 34,433      |  
|                                                  |   |                    |   |   |            |   |   |             |  
|Loss before income taxes                          |   | (9,221             | ) |   | (4,303     | ) |   | (34,433     | )
|                                                  |   |                    |   |   |            |   |   |             |  
|Income tax provision (Note 4)                     |   |                   |   |   |           |   |   |            |  
|                                                  |   |                    |   |   |            |   |   |             |  
|Net loss                                          | $ | (9,221             | ) | $ | (4,303     | ) | $ | (34,433     | )
|                                                  |   |                    |   |   |            |   |   |             |  
|Basic and diluted loss per share                  | $ | (0.00              | ) |   | (0.00      | ) | $ | (0.00       | )
|                                                  |   |                    |   |   |            |   |   |             |  
|Basic and diluted weighted average                |   |                    |   |   |            |   |   |             |  
|common shares outstanding                         |   | 9,306,500          |   |   | 8,466,667  |   |   | 7,809,096   |  

See accompanying notes to condensed financial statements

F-2

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THE STALLION GROUP
  (An Exploration Stage Company)Condensed Statement of Changes in Shareholders' Equity 
  (Unaudited)

|                                        |  |              |  |   |           |  |   |             |  |   |               |   |   | Cumulative  |   |   |        |  
|--------------------------------------- |  | ------------ |  | - | --------- |  | - | ----------- |  | - | ------------- | - | - | ----------- | - | - | ------ | -
|                                        |  |              |  |   |           |  |   |             |  |   |               |   |   | Translation |   |   |        |  
|                                        |  |              |  |   |           |  |   |             |  |   |               |   |   | Adjustment  |   |   |        |  
|                                        |  |              |  |   |           |  |   | Additional  |  |   |               |   |   | Other       |   |   |        |  
|                                        |  | Common Stock |  |   | Paid-In   |  |   | Accumulated |  |   | Comprehensive |   |   |             |  
|                                        |  | Shares       |  |   | Par Value |  |   | Capital     |  |   | Deficit       |   |   | Loss        |   |   | Total  |  
|                                        |  |              |  |   |           |  |   |             |  |   |               |   |   |             |   |   |        |  
|Balance at May 31, 2005                 |  | 9,306,500    |  | $ | 9,307     |  | $ | 91,443      |  | $ | (25,212       | ) | $ | (387        | ) | $ | 75,151 |  
|                                        |  |              |  |   |           |  |   |             |  |   |               |   |   |             |   |   |        |  
|Office space and administrative support |  |              |  |   |           |  |   |             |  |   |               |   |   |             |   |   |        |  
|contributed by an officer (Note 2)      |  |             |  |   |          |  |   | 350         |  |   |              |   |   |            |   |   | 350    |  
|Comprehensive loss:                     |  |              |  |   |           |  |   |             |  |   |               |   |   |             |   |   |        |  
|Net loss, period ended                  |  |              |  |   |           |  |   |             |  |   |               |   |   |             |   |   |        |  
|August
      31, 2005                   |  |             |  |   |          |  |   |            |  |   | (9,221        | ) |   |            |   |   | (9,221 | )
|Cumulative translation adjustment       |  |             |  |   |          |  |   |            |  |   |              |   |   | 3,535       |   |   | 3,535  |  
|Comprehensive loss                      |  |             |  |   |          |  |   |            |  |   |              |   |   |            |   |   | (5,686 | )
|                                        |  |              |  |   |           |  |   |             |  |   |               |   |   |             |   |   |        |  
|Balance at August 31, 2005              |  | 9,306,500    |  | $ | 9,307     |  | $ | 91,793      |  | $ | (34,433       | ) | $ | 3,148       |   | $ | 69,815 |  

See accompanying notes to condensed financial statements

F-3

---

THE STALLION GROUP (An Exploration Stage Company) 
  Condensed Statements of Cash Flows 
  (Unaudited)

|                                                    |   |                    |   |   |            |   |   | January 9,  |  
|--------------------------------------------------- | - | ------------------ | - | - | ---------- | - | - | ----------- | -
|                                                    |   |                    |   |   |            |   |   | 2004        |  
|                                                    |   |                    |   |   |            |   |   | (Inception) |  
|                                                    |   | Three Months Ended |   |   | Through    |  
|                                                    |   | August 31,         |   |   | August 31, |  
|                                                    |   | 2005               |   |   | 2004       |   |   | 2005        |  
|Cash flows from operating activities:               |   |                    |   |   |            |   |   |             |  
|Net loss                                            | $ | (9,221             | ) | $ | (4,303     | ) | $ | (34,433     | )
|Adjustments to reconcile
      net loss to net cash |   |                    |   |   |            |   |   |             |  
|used in operating activities:                       |   |                    |   |   |            |   |   |             |  
|Office space and administrative support             |   |                    |   |   |            |   |   |             |  
|contributed by an officer (Note 2)                  |   | 350                |   |   | 350        |   |   | 2,300       |  
|Changes in operating assets and liabilities:        |   |                    |   |   |            |   |   |             |  
|Prepaid expenses                                    |   | (7,839             | ) |   |           |   |   | (8,211      | )
|Indebtedness to related parties                     |   |                   |   |   |           |   |   |             |  
|Accrued liabilities                                 |   | 1,000              |   |   | (890       | ) |   | 4,000       |  
|Net
      cash used in                              |   |                    |   |   |            |   |   |             |  
|operating
      activities                          |   | (15,710            | ) |   | (4,843     | ) |   | (36,344     | )
|                                                    |   |                    |   |   |            |   |   |             |  
|Cash flows from financing activities:               |   |                    |   |   |            |   |   |             |  
|Proceeds from the sale
      of common stock        |   |                   |   |   | 8,350      |   |   | 106,300     |  
|Payment of offering costs                           |   |                   |   |   |           |   |   | (7,500      | )
|Net
      cash provided by                          |   |                    |   |   |            |   |   |             |  
|financing
      activities                          |   |                   |   |   | 8,350      |   |   | 98,800      |  
|                                                    |   |                    |   |   |            |   |   |             |  
|Effect of exchange rate changes on cash             |   | 3,535              |   |   |           |   |   | 3,148       |  
|                                                    |   |                    |   |   |            |   |   |             |  
|Net
      change in cash                            |   | (12,175            | ) |   | 3,507      |   |   | 65,604      |  
|                                                    |   |                    |   |   |            |   |   |             |  
|Cash, beginning of period                           |   | 77,779             |   |   | 37,032     |   |   |            |  
|                                                    |   |                    |   |   |            |   |   |             |  
|Cash, end of period                                 | $ | 65,604             |   | $ | 40,539     |   | $ | 65,604      |  
|                                                    |   |                    |   |   |            |   |   |             |  
|Supplemental disclosure of cash flow information:   |   |                    |   |   |            |   |   |             |  
|Cash paid during the period
      for:              |   |                    |   |   |            |   |   |             |  
|Income taxes                                        | $ |                   |   | $ |           |   | $ |            |  
|Interest                                            | $ |                   |   | $ |           |   | $ |            |  

See accompanying notes to condensed financial statements

F-4

---

THE STALLION GROUP
  (An Exploration Stage Company) 
  Notes to Condensed Financial Statements 
  (Unaudited)

NOTE 1: BASIS OF PRESENTATION

The condensed financial statements presented herein have been
  prepared by the Company in accordance with the accounting policies in its audited
  financial statements for the period ended May 31, 2005 as filed in its Form
  10-KSB and should be read in conjunction with the notes thereto. The Company
  is in the exploration stage in accordance with Industry Guide 7. On May 31,
  2004, the Company entered into an option agreement to acquire 100 percent of
  the right, title and interest in a mineral claim located in Omineca Mining District,
  British Columbia, Canada. (see Note 3).

In the opinion of management, all adjustments (consisting only
  of normal recurring adjustments) which are necessary to provide a fair presentation
  of operating results for the interim period presented have been made. The results
  of operations for the periods presented are not necessarily indicative of the
  results to be expected for the year.

Interim financial data presented herein are unaudited.

The 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.

NOTE 2: RELATED PARTY TRANSACTIONS

The Companys president contributed office space to the
  Company for the periods presented. 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 periods 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.

In February 2004, the Company sold 5,000,000 shares of its restricted
  common stock to its president for $5,000 ($.001/share).

NOTE 3: OPTION ON UNPROVEN MINERAL INTERESTS

Mayan Minerals Ltd. Option Agreement

On May 31, 2004, the Company entered into an option agreement
  to acquire 100 percent of the right, title and interest in a mineral claim located
  in the Omineca Mining District, British Columbia, Canada. Under the terms of
  the Option Agreement, the Company is required to:

F-5

---

THE STALLION GROUP
  (An Exploration Stage Company) 
  Notes to Condensed Financial Statements 
  (Unaudited)

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

|Exploration  |   |            |         
|------------ | - | ---------- | --------
|Expenditures |   |            | Due Date
|CDN          | $ | 35,000.00  |         
|CDN          |   | 85,000.00  |         
|             | $ | 120,000.00 |         

| | B. | Make annual payments of CDN$50,000, commencing January
        1, 2007, as long as the Company held any interest in the claim.
| | -- | ------------------------------------------------------------------------------------------------------------------------------

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

A $7,964 (CDN$10,000) deposit was made on Phase I of the work
  program on the claims in June 2005. The work started in mid-September and final
  payment will be made when the work is finished in late September or early October
  2005.

NOTE 4: INCOME TAXES

The Company records its income taxes in accordance with SFAS
  No. 109, Accounting for Income Taxes. The Company incurred net operating
  losses during the periods shown on the condensed financial statements resulting
  in a deferred tax asset, which was fully allowed for; therefore, the net benefit
  and expense result in $-0- income taxes.

F-6

---

|THE STALLION GROUP            
|------------------------------
|(An Exploration Stage Company)
|Balance Sheet                 
|                              
|May 31, 2005                  
|                              
|Assets                        

|Current assets:                                                     |   |         |  
|------------------------------------------------------------------- | - | ------- | -
|Cash                                                                | $ | 77,779  |  
|Prepaid expense                                                     |   | 372     |  
|Total current assets                                                | $ | 78,151  |  
|                                                                    |   |         |  
|Liabilities and Shareholders
      Equity                         
|Current liabilities:                                                |   |         |  
|Accrued liabilities                                                 |   | 3,000   |  
|Total
      current liabilities                                     |   | 3,000   |  
|                                                                    |   |         |  
|Shareholders equity (Notes 2 and 4):                               |   |         |  
|Common stock, $.001 par
      value; 200,000,000 shares authorized, |   |         |  
|9,306,500
      shares issued and outstanding                       |   | 9,307   |  
|Additional paid-in
      capital                                    |   | 91,443  |  
|Cumulative translation adjustment                                   |   | (387    | )
|Accumulated deficit                                                 |   | (25,212 | )
|Total
      shareholders equity                                    |   | 75,151  |  
|                                                                    | $ | 78,151  |  

F-7

---

3

Item 2. Managements Discussion and Analysis or Plan of
Operation.

Cautionary Statement Regarding Forward-Looking Statements

This quarterly 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 by us 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", 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. All references to CA $ refer to Canadian Dollars and
all references to "common shares" refer to the common shares in our capital
stock.

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

Stallion is an exploration stage company. There is no assurance
that commercially viable mineral deposits exist on the claim that we have under
option. Further exploration will be required before a final evaluation as to the
economic and legal feasibility of the claim is determined.

Glossary of Exploration Terms

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

| | Development   | Preparation of a
        mineral deposit for commercial production, including installation of plant
        and machinery and the construction of all related facilities. The development
        of a mineral deposit can onlybe made after a commercially viable
        mineral deposit, a reserve, has been appropriately evaluated as economically
        and legally feasible.
| | ------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |               |                                                                                                                                                                                                                                                                                                                                                                                      
| | 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 is attached to the end of long
        hollow rods through which water is pumped to the cutting face. The                                                                                                                           
|
|

---

4

| |                       | 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.                                                                                                                                                                         
|
| |                       |                                                                                                                                                                                                                                                                                                                                            
| | Geochemistry          | Broadly defined
        as all parts of geology that involve chemical changes or narrowly defined
        as the distribution of the elements in the earths crust; the distribution
        and migration of the individual elements in the various parts of the earth.                                                                   
|
|
|
| |                       |                                                                                                                                                                                                                                                                                                                                            
| | Geology               | The science that
        deals with the history of the earth and its life especially as recorded
        in the rocks; a chronological account of the events in the earths
        history.                                                                                                                                               
|
|
| |                       |                                                                                                                                                                                                                                                                                                                                            
| | Geophysics            | The science of the
        earth with respect to its structure, components and development.                                                                                                                                                                                                                                                
|
| |                       |                                                                                                                                                                                                                                                                                                                                            
| | Mineral               | A naturally occurring
        inorganic element or compound having an orderly internal structure and
        characteristic chemical composition, crystal form and physical properties.                                                                                                                                                    
|
|
| |                       |                                                                                                                                                                                                                                                                                                                                            
| | Mineral
      Reserve | A mineral reserve
        is that part of a mineral deposit which could be economically and legally
        extracted or produced at the time of the reserve determination.                                                                                                                                                                
|
|
| |                       |                                                                                                                                                                                                                                                                                                                                            
| | Mineralization        | Rock containing an undetermined
        amount of minerals or metals.                                                                                                                                                                                                                                                                      
| |                       |                                                                                                                                                                                                                                                                                                                                            
| | Oxide                 | Mineralized rock
        in which some of the original minerals, usually sulphide, have been oxidized.
        Oxidation tends to make the mineral more porous and permits a more complete
        permeation of cyanide solutions so that minute particles of gold in the
        interior of the minerals will be more readily dissolved.
|
|
|
|

Foreign Currency and Exchange Rates

Dollar costs of Stallion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 the rate of US $1.00 being approximately
  equal to CA $1.20 or CA $1.00 being approximately equal to US $0.83 which is
  the approximate average exchange rate during recent months and which is consistent
  with the incorporated financial statements.

---

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING AUGUST 31, 2005
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM
10-QSB.

Overview

We were incorporated in the State of Nevada on January 09, 2004
as The Stallion Group and established a fiscal year end of May 31. Our statutory
registered agent's office is located at 251

---

5

Jeanell Drive, No. 3, Carson City, Nevada 89703 and our
business office is located at 5728 -125A Street, Surrey, British Columbia V3X
3G8. Our telephone number is (604) 597-0028. There have been no material
reclassifications, mergers, consolidations or purchases or sales of any
significant amount of assets not in the ordinary course of business since the
date of incorporation. We are a start-up, exploration stage company engaged in
the search for gold and related minerals. There is no assurance that a
commercially viable mineral deposit, a reserve, exists in our claim or can be
shown to exist until sufficient and appropriate exploration is done and a
comprehensive evaluation of such work concludes economic and legal
feasibility.

On May 31, 2004, we optioned a mineral property containing four
mining claims in British Columbia, Canada by entering into an Option To Purchase
And Royalty Agreement with Mayan Minerals Ltd. on behalf of Angel Jade Mines
Ltd., the beneficial owner of the claims, each arms-length British Columbia
corporations, to acquire the claims by making certain expenditures and carrying
out certain exploration work on the claims. We can acquire a 100% interest in
the claim subject to the expenditure of a total of $116,000 through a
three-phase exploration program. In addition, the vendors retain a 3% net
smelter royalty. After January 1, 2007 payments of $40,000 per year are to be
made as advance royalty to Angel Jade so long as Stallion retains an interest in
the claim.

Under the terms of the agreement, Mayan granted to Stallion the
sole and exclusive right to acquire 100 percent of the right, title and interest
of Angel Jade in the Bell Claims, subject to Mayan receiving annual payments and
a royalty, in accordance with the terms of the agreement, as follows:

| | 1. | Stallion must incur exploration expenditures on the
        claims of a minimum of $36,000, by August 31, 2005 (under completion and
        awaiting engineering report);            
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Stallion must incur exploration expenditures on the
        claims of a further $80,000, for an aggregate minimum exploration expense
        of $116,000, by August 31, 2006; and    
| | 3. | Upon exercise of the option, Stallion is required
        to pay to Mayan, commencing January 1, 2007, the sum of $40,000 per annum,
        as prepayment of the net smelter royalty.

The claims are located approximately 25 miles south west of
Telkwa, B.C., at 54o 37' north latitude and 127o 40' west longitude, one-half
mile north of Milk Creek, at an approximate median elevation of six thousand
feet in north central British Columbia. The property consists of four mineral
claims which in total measure 1,000 metres (3,240 feet) by 1,000 metres (3,240
feet) and covers an area of approximately 160 acres or 64 hectares.

To date we have completed the on-site work of phase I of the
planned two-phase exploration program (we will not have the report until early
2006) and have spent approximately $27,000; we have not spent any money on
research and development activities. Information about the claims was presented
to Mr. Williams for review without any contractual obligations.

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.

---

6

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

Claim Name
    Tenure Number
    Recording Date
    Expiry DateBell 1
    362113
    April 24, 1998
    April 24, 2007Bell 2
    362114
    April 24, 1998
    April 24, 2007Bell 3
    362115
    April 24, 1998
    April 24, 2007Bell 4
    362116
    April 24, 1998
    April 24, 2007


To keep the claims in good standing, such that they do not
expire on the date indicated in the preceding, we must commence phase II of the
exploration program on or before April 24, 2007 or pay $1,000 to prevent the
claims from reverting to the Crown.

Mr. R.T. Heard, P. Eng., authored the Geological Report On The
Bell 1-4 Mineral Claims, dated May 31, 2004, in which he recommended a
two-phase exploration program to properly evaluate the potential of the claims.
Mr. Heard is a registered Professional Engineer in good standing in the
Association of Professional Engineers and Geoscientists of British Columbia. He
is a graduate of Haileybury School of Mines, (1958) and of the Montana College
of Mineral Science and Technology, Butte, Montana. He holds a B.Sc. in
Geological Engineering, (1971) and has practiced his profession as an
exploration geologist for more than 40 years and as a Professional Engineer for
30 years.

There are no parks or developments that would interfere with
exploration for or exploitation of any mineral deposits that might be located on
the claim. There are no disputes as to title or liens registered on the
claim.

The claims were originally staked in 1986 for Angel Jade by L.
B. Warren. Angel Jade holds the mining rights to the claims which thereby gives
them or their designated agent, the rights to mine and recover all of the
minerals contained within the surface boundaries of the lease continued
vertically downward. In the event Angel Jade were to grant another deed which is
subsequently registered prior to our deed, the third party would obtain good
title and we would have nothing.

Mayan has granted an option to Stallion to allow us to explore,
mine and recover any minerals on the claims. As with the preceding, if Mayan
were to grant an option to another party, that party would be able to enter the
claims, carry out certain work commitments and earn right and title to the
claims; we would have little recourse as we would be harmed, would not own any
claims and would have to cease operations. However, in either event, Mayan would
be liable to us for monetary damages for breach of the option agreement. The
extent of that liability would be for our out of pocket costs for expenditures
on the claims, if any, in addition to any lost opportunity costs if the claims
proved to be of value in the future. The option agreement does not specifically
reference these risks or the recourse provided. Although we would have recourse
against Mayan in the situations described, there is a question as to whether
that recourse would have specific value.

Under British Columbia law, if the ownership of the claim were
to be passed to us and the deed of ownership were to be recorded in our name, we
would have to pay a minimum of $1,000 and file other documents since we are a
foreign company in Canada. We would also be required to form an British Columbia
company which would necessitate a board of directors, a majority of which would
have to be British Columbia residents, and obtain audited financial statements
for that company. We have decided that if gold mineralization is discovered on
the claim and it appears

---

7

that it might be economical to remove the gold mineralization,
we will record the deed of ownership, pay the additional tax and file as a
foreign company or establish a corporate subsidiary in British Columbia. The
decision to record or not is ours solely.

Geology

A mapping program managed by the B.C. Department of Mines
indicates that the ages of the rock formations are such that at the junctions of
the various formations there are faults which are conducive to and likely
provided the plumbing which allowed for the placement of the mineral bearing
vein structures generally associated with gold and silver values found in the
area.

The main faulted area, which virtually cuts the project area in
half, has been traced north  south for 50 miles. This fault was probably the
heat source for the mineralizing fluids. The gold and silver values generally
found in the area often occur in association with a sulphide mix of galena,
sphalerite, chalcopyrite, pyrite and pyrrhotite  all characteristics of viable
gold bearing structures.

History

Over the years various samples that have been assayed have been
taken from the area of the claims. The majority of the samples, although
published by the British Columbia Department of Mines for information and review
purposes are not available for the purposes of this report.

During examinations of the claims in 1993, 1997 and 2003, Mr.
Heard, the author of the report on the claims, sampled the pit area found on the
claims and completed approximately 600 feet of diamond drilling. As well, two
trenches were dug along strike from the pit area, chip sampled and analyzed
using a sophisticated 30 element induced coupled plasma (ICP) analysis
procedure. As a result of this work and having completed a thorough historical
review of the claims, Mr. Heard was able to delineate a two-phase work program
for our exploration and the viability testing of the claims.

The preceding exploration programs carried out by Mr. Heard
are, on their own, not indicative of a gold discovery. The examinations provided
historical reference points which, in total, indicate that there are valid
reasons to further explore the claims. Although a limited program, the review of
the property and its history indicate that the right indicators exist for the
potential of a commercially viable mining operation. The preceding results and
analysis indicate that a further program of exploration to follow the vein
structures to depth and to attempt to determine possible tonnage of mineral
values on the claims is warranted.

Work on the Property by Stallion

The 2005 phase I work program on the Bell Mineral Claims
consisting of grid construction and geophysical surveys plus a limited amount of
diamond drilling was commenced later than projected as a result of weather and
other factors on September 15 and completed on September 23, 2005.

We were successful in completing all the planned work
consisting of a grid run over the entire property, both magnetometer and deep
penetration electromagnetic surveys (TEM) and 500 feet of diamond drilling. We
were able to complete the program in fewer days than anticipated due to
favourable weather but ran less diamond drilling than originally projected for
varying reasons.

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8

Our Proposed Exploration Program  Plan of Operation

We have now completed the on-site work of the initial
exploration of the Bell 1-4 mineral claims to determine if there are
commercially exploitable deposits of gold and silver and await the report on the
work. We will assess the results of this program upon receipt of Mr. Heards
report. We do not claim to have any ores or reserves whatsoever at this time on
our optioned claims.

Phase I of the recommended geological exploration program cost
approximately $27,000 which was less than the anticipated cost of $36,000 due to
speedier work, good weather and a reduced diamond drill program. We had $65,504
in cash reserves as of August 31, 2005. Accordingly, we will not be able to
proceed with the second phase of the exploration program without additional
financing.

Our business plan is to proceed with initial exploration of the
claims to determine if there are commercially exploitable deposits of gold. We
planned a two-phase exploration program to properly evaluate the potential of
the claims and must conduct exploration to determine what minerals, if any,
exist on our claims and if any minerals which are found can be economically
extracted and profitably processed.

Initially, we will re-established the 2003 grid and reviewed
maps of the results of past geological and geochemical programs; then we
completed an electromagnetic survey of the claims and a small diamond drilling
program.

The laying out of a grid and line cutting involved the physical
cutting of the underbrush and overlay to establish an actual grid on the ground
whereby items can be related one to another more easily and with greater
accuracy. When we map, we essentially generate a drawing of the physical
features of the land as well as a depiction of what may have been found in
relation to the boundaries of the property. So we actually drew a scale map of
the area and made notes on it as to the location where anything was found that
was of interest.

Geophysical surveying involves the measurement of various
physical properties of the rocks at the site as well as interpreting that
information in terms of the structure and nature of the rock. The geologist took
different surface and airborne measurements of the various physical properties
of the rocks and will interpret the results in terms of what we are seeking.
These methods included magnetic, electrical and seismic measurements. Our
engineers will then interpret all the data obtained, plot it on the map we have
generated and provide their best estimate of the chances of finding gold and
what additional efforts we must undertake in a follow-up phase.

Magnetometer and VLF-EM, very low frequency electromagnetic
surveys, were used as an aid to mapping and structural interpretation and may
assist in locating mineralization and serve to assist in the delineation of the
various physical properties of the rock which can be used as pointers towards
whether gold mineralization may be present or not. Anomalies were evaluated
closely and some were diamond drilled to help in determining their economic
potential.

We ran approximately 500 feet of diamond drilling in the first
phase which is an essential component of exploration and aids in the delineation
and definition of any deposits. The geophysical work gives a general
understanding of the location and extent of mineralization at depths that are
unreachable by surface excavations and provides a target for more extensive
trenching and core drilling.

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9

Phase 1 began by re-establishing a 2003 base line grid with
25-meter stations and cross lines run every 50 meters for 100 meters each side
of the baseline. We then conducted a ground level electromagnetic survey over
the grid with readings taken every 25 meters along the lines as well as an
airborne EM survey followed by approximately 800 feet of diamond drilling over
selected target areas based on the results of previous exploration which will be
coordinated with the results of the EM surveys. We also took further rock and
geochemical samples of those areas determined by the geological and EM surveys.
This entailed taking till, rock and drill core samples from the claims to a
laboratory where a determination of the elemental make up of the sample and the
exact concentrations of gold, silver, lead and other indicator minerals will be
made. We will then compare the relative concentrations of gold, silver, lead and
other indicator minerals in samples so the results from different samples can be
compared in a more precise manner and plotted on a map to evaluate their
significance. Trenching, drilling and other work done in previously recorded
exploration programs was be the guide for the locations of the diamond
drilling.

We also employed some minor trenching of the areas. Trenches
are generally 100 feet in length and 10 to 20 feet wide. These dimensions allow
for a thorough examination of the surface of the vein structure types generally
encountered in the area. They also allow easier restoration of the land to its
pre-exploration condition when we conclude our operations. Once excavation of a
trench is completed, samples are taken and analyzed for economically valuable
and other indicator minerals that are known to have occurred in the area. Trench
and rock samples as well as diamond drilled samples will be tested for traces of
gold, silver, lead, copper, zinc, iron and other minerals; however, our primary
focus is the search for gold and silver.

These correlation of the results of these surveys and drilling
may require up to an additional four months for analysis, evaluation of the
results of the work and the preparation of a report on the work accomplished

Phase II will not be carried out until mid 2006 and will be
contingent upon favourable results from phase I and any specific recommendations
of Mr. Heard. It will be directed towards an expansion of the diamond drilling.
The second phase may require up to four weeks work and will cost approximately
$80,000 comprised of wages, fees and camp operations, diamond drilling, assays
and related. The cost estimate is also based on the report and is a reflection
of local costs for the specified type of work. A further three months may be
required for analysis and the preparation of a report and evaluation on the work
accomplished.

Although it may appear that phase II merely continues phase I,
such is not entirely the case. 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 claims. 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 and/or development.

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10

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 employee will be Gerald W. Williams,
our senior officer and director.

At present, we have no employees, other than Mr. Williams, our
senior officer and sole director. Mr. Williams does not have 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. Heard as
senior geological consultant. We do not intend to initiate negotiations or hire
anyone until we receive proceeds from our offering.

Offices

Our offices are located at 5728 - 125A Street, Surrey, B.C.
Canada V3X 3G8. Currently, these facilities are provided to us by Gerald W.
Williams, our director and President, without charge, but such arrangement may
be cancelled at anytime without notice. As our business activities continue, we
anticipate that we will be required to pay a pro rata share of the rent incurred
for the facilities that we occupy. Specific direct expenses incurred such as
telephone and secretarial services are charged back to Stallion at cost on a
quarterly basis.

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 claim 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 such a case, we would be unable to complete our business
plan.

With completion of our SB-2 offering in May, 2005 we have
sufficient financial resources to complete the first phase of our proposed
exploration plan. However, 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 or third phases. Should we be unable to raise additional
funding to complete the second and third phases of our exploration plan, we
would have to cease operations.

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 claim into commercial
production. Should we be unable to raise additional funds to put the claim into
production we would be unable to see the claim evolve into an operating mine and
would have to cease operations.

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11

Results of Operations

Stallion was incorporated on January 09, 2004; comparative
periods for the three months ended August 31, 2005, August 31, 2004 and January
09, 2004 (inception) through August 31, 2005 are presented in the following
discussion.

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 from inception on January 09, 2004 to August 31, 2005 was
$106,300 as a result of proceeds received from sales of our common stock.

The Corporation did not generate any revenues from operations
for the quarter ended August 31, 2005. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarter ended August 31, 2005
was $0 ($0 for the quarter ended August 31, 2004 and $0 for the period from
inception to August 31, 2005).

COMMON STOCK  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 during the quarter ended August 31, 2005 was $0
as compared to $8,350 for the quarter ended August 31, 2004 and $45,000 received
for the period from inception on January 09, 2004 through to and including
August 31, 2005. No shares were issued in the most recent quarter and no options
or warrants were issued to issue shares at a later date.

EXPENSES

SUMMARY  Total expenses increased to $9,221 in the quarter
ended August 31, 2005 from $4,303 in the previous quarter ended August 31, 2004
as the result of the commencement of Cavaliers business plan which was purely
conceptual at this period last year; a total of $34,433 in expenses has been
incurred since inception on January 09, 2004 through August 31, 2005. The costs
can be subdivided into the following categories.

CONTRIBUTED EXPENSES: $350 in contributed expenses (for
contributed rent and administrative costs) were incurred for the quarter ended
August 31, 2005 as compared to $350 for the three months ended August 31, 2004
while a total of $2,300 was incurred in the period from inception on January 09,
2004 to August 31, 2005. Contributed costs are expected to run reasonably
consistent from period to period in the future. All contributed expenses are
reported as contributed costs with a corresponding credit to additional paid-in
capital.

PROFESSIONAL FEES: Stallion incurred $3,100 in professional
fees for the quarter ended on August 31, 2005 as compared to $500 for the same
period in 2004. From inception to August 31, 2005, we have incurred a total of
$10,700 in professional fees mainly spent on legal and accounting matters.

COMPENSATION: No compensation costs were incurred for the
quarter ended August 31, 2005 and no direct compensation costs have been
incurred since inception.

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12

OFFICE EXPENSES: $3,529 in office costs were incurred in the
most recent quarter which ended on August 31, 2005. By comparison, $1,261 was
incurred for the similar period in the previous fiscal year. Costs were higher
for the current year as we entered the first stage of our exploration program
whereas in the previous year the Cavalier had not commenced operations. For the
period January 09, 2004 (inception) through August 31, 2005 a total of $12,257
has been spent on office related expenses.

TRAVEL EXPENSES: $521 in travel costs were incurred in the most
recent quarter which ended on August 31, 2005. By comparison, $1,151 was
incurred for the similar period in the previous fiscal year. For the period
January 09, 2004 (inception) through August 31, 2005 a total of $5,233 has been
spent on travel expenses.

BUSINESS PROMOTION EXPENSES: $1,472 in office costs were
incurred in the most recent quarter which ended on August 31, 2005. By
comparison, $0 was incurred for the similar period in the previous fiscal year.
For the period January 09, 2004 (inception) through August 31, 2005 a total of
$1,472 has been spent on office related expenses.

INCORPORATION OR ORGANIZATION EXPENSES: $0 in incorporation
costs were incurred in the most recent quarter which ended on August 31, 2005.
By comparison, $0 was incurred for the similar period in the previous fiscal
year. For the period January 09, 2004 (inception) through August 31, 2005 a
total of $1,160 has been spent on incorporation costs related to establishing
our business.

OTHER GENERAL AND ADMINISTRATIVE COSTS: $249 in other costs
were incurred in the current quarter under review while $1,041 was incurred for
the quarter ended August 31, 2004. For the period January 09, 2004 (inception)
through August 31, 2005, Stallion has spent a total of $3,159 on
other/miscellaneous expenses.

NET CASH USED IN OPERATING ACTIVITIES: For the three month
period ended on August 31, 2005, $4,843 in net cash was used as compared to
$15,710 having been used in the period ended August 31, 2004. The decrease in
the current period under discussion is largely due to the costs associated with
the filing of the Corporations Form SB-2 registration statement last year and
the relatively high legal, accounting and professional costs of the filing
period. A total of $36,344 in net cash has been used for the period from
Inception on January 09, 2004 to August 31, 2005.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2004 or from
the date of inception.

During the current quarter under review, Stallion did not sell
any shares of its common stock. As of the date of this report Stallion has
9,306,500 common shares issued and outstanding.

Stallion continues to carefully control its expenses and
overall costs as it moves forward with the development of its business plan.
Stallion does not have any employees and engages personnel through outside
consulting contracts or agreements or other such arrangements, including for
legal, accounting and technical consultants.

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13

Plan of Operation

Stallion believes we can satisfy our cash requirements for the
current fiscal year end of May 31, 2006, only by raising additional capital
through private placements, equity financing, loans or the like. As of August
31, 2005, we had $69,815 in unallocated working capital.

For the balance of the current fiscal year (to May 31, 2006) we
will concentrate our efforts on a review of the results of the first phase of
work on the Bell mineral claims and determining whether to proceed to phase II.
Following industry trends and demands, we are also considering the acquisition
of other properties of merit. In either situation, a new public offering might
be needed and completed during a subsequent period. We will also seek approval
from the NASD to allow our stock to be quoted on the NASD OTC-BB and will review
other options for further financing of our business operations.

It is our current intention to proceed to phase II of our
exploration program in the summer of 2006 at an estimated cost of $80,000, based
on the recommendations of Mr. Heards report, which costs are a reflection of
local costs for the type of work program planned. We will proceed to phase II
only if we are also successful in being able to secure the capital funding
required to complete phase II and if phase I has proven to be successful.
Similarly, if phase II is not successful, we will terminate the option on the
claim and cease operations of the business.

If it turns out that we have not raised enough money to
complete our secondary exploration program, we will try to raise the funds from
a second public offering, a private placement, loans or the establishment of a
joint venture whereby a third party would pay the costs associated with phase II
and we would retain a carried interest. At the present time, we have not made
any plans to raise additional funds and there is no assurance that we would be
able to raise money in the future. If we need additional money and can't raise
it, we will have to suspend operations.

We do not expect any changes or more hiring of employees since
contracts are given on an as needed basis to consultants and sub-contractor
specialists in specific fields of expertise for the exploration works.

On August 19, 2004 Stallion filed a Form SB-2 registration
statement with the Securities and Exchange Commission. Stallion became a
reporting issuer under the Securities Exchange Act of 1934 on February 18, 2005
when the SB-2 became effective and is now subject to the reporting requirements
of the Exchange Act.

We are currently seeking permission from NASD to allow Stallion
to have its common stock quoted on the NASD Over-The-Counter Bulletin Board. We
believe that increasing the liquidity of our stock would allow Stallion to be in
a better position in which to seek public and private funding for its
projects.

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 2005 2006. Management projects that
we may require a total of $100,000 to $200,000 to fund our ongoing operating
expenses and working capital requirements for the next twelve months, broken
down as follows:

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14

Operating expenses
    $35,000Phase II
      exploration program
    80,000Working Capital
    85,000Total
    $200,000


As at August 31, 2005, we had a working capital surplus of
$69,815. We do not anticipate that we will be able to satisfy any of these
funding requirements internally until we significantly increase our
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, 2005, 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 financing
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.

Liquidity and Capital Resources

As of end of the last quarter on August 31, 2005, 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 acquisition and for corporate expenses. Net cash provided by
financing activities from inception on January 09, 2004 to August 31, 2005 was
$45,000 as a result of proceeds received from sales of our common stock. We
issued 5,000,000 shares of common stock through a Section 4(2) offering in
February, 2004 for cash consideration of $5,000. We issued 4,000,000 shares of
common stock through a Regulation S offering in May and June, 2004 for cash
consideration of $40,000. Finally, During the last quarter of the last fiscal
year we raised $69,300 through the sale of 306,5000 shares under our Regulation
SB-2 prospectus offering.

As of August 31, 2005, our total assets which consist entirely
of cash and prepaid expenses amounted to $73,815 and our total liabilities were
$4,000. Working capital stood at $69,815.

For the quarter ended August 31, 2005, the net loss was $9,221
($0.0001 per share). The loss per share was based on a weighted average of
9,306,500 common shares outstanding. For the same period ended August 31, 2004,
the corresponding number was a loss of $4,303 ($0.0005) based on 8,466,667
shares outstanding. For the period from inception on January 09, 2004 to August

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15

31, 2005, the loss was $34,433 and the loss per share was
$0.0044 per share for the entire period based on a weighted average of 7,809,096
common shares outstanding.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
August 31, 2005. Inflation is moderately higher than it was during 2004 but the
actual rate of inflation is not material and is not considered a factor in our
contemplated capital expenditure program.

Item 3. Controls and Procedures

The registrant's certifying officers are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and the Corporations
Chief Executive Officer and Chief Financial Officer have:

| | a) | designed such disclosure controls and procedures
        to ensure that material information relating to the registrant, including
        its consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly report
        is being prepared;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | evaluated the effectiveness of the our disclosure
        controls and procedures as of the filing date of this quarterly report
        (the "Evaluation Date"); and                                                                                                                                                          
| | c) | presented in this quarterly report our conclusions
        about the effectiveness of the disclosure controls and procedures based
        on our evaluation as of the Evaluation Date;                                                                                                                                        

There have
  been no changes in the our internal controls or in other factors that could
  affect these controls including any corrective actions with regard to deficiencies
  and material weaknesses.

---

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation is and has not been party to any legal
proceedings in the preceeding quarter.

Item 2. Changes in Securities

Stallion had 9,306,500 shares of common stock issued and outstanding
  as of January 20, 2006 .
  Of these shares, approximately 5,000,000 shares are held by an affiliate of
  the Corporation; some of those shares can be resold in compliance with the limitations
  of Rule 144 as adopted by the Securities Act of 1933, as amended (the “Securities
  Act”).

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 then 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 manner of 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

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16

limitations, current public information requirements, manner of
sale provisions or notice requirements.

The issuances discussed under this section are exempted from
registration under Rule 903 of Regulation S of the Securities Act (Reg. S) or
Section 4(2) of the Securities Act (Section 4(2)), as provided. All purchasers
of our securities acquired the shares for investment purposes only and all stock
certificates reflect the appropriate legends. No underwriters were involved in
connection with the sale of securities referred to in this report.

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

No matter has been submitted to a vote of security holders
during the preceeding quarter.

Item 5. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on
January 09, 2004 to August 31, 2005 was $106,300 as a result of proceeds
received from sales of our common stock. During that same period, the following
table indicates how the proceeds have been spent to date:

Professional Fees
    10,700Office Expenses
    12,253Organizational Costs
    1,160Travel
    5,233Business Promotion
    1,472Other Costs
    1,315Total Use of
      Proceeds to August 31, 2005
    $32,133


Common Stock

During the three -month period ended August 31, 2005, no shares
  of common stock were issued. As of August 31, 2005, there were 9,306,500 shares
  issued and outstanding and as of January
  20, 2006 there were 9,306,500 shares outstanding.

Options

No options were granted during the three-month period ending
August 31, 2005.

Item 6. Exhibits and Reports on Form 8-K

The following reports on Form 8-K were filed during the quarter
ended August 31, 2005: NONE

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17

Exhibits

|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 2002.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                   
|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 2002.
|     |                                                                                                                                                                   
|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 2002.
|     |                                                                                                                                                                   
|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 2002.

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                                                                      
|----------------- | ------------------------------------------------------------------------------------------
|3.1
        *     | Articles of Incorporation                                                                 
|3.2
        *     | Bylaws of The Stallion
      Group                                                        
|5.1
        *     | Opinion of Jeffrey
      Nichols regarding the legality of the securities being registered
|10.1
        *    | Option To Purchase
      And Royalty Agreement                                            

*
  Incorporated by reference to SB-2 Registration Statement filed on August 19,
  2004.

**Description of Exhibits
  Incorporated by Reference**

Exhibit 3.1 *
  Articles of Incorporation of The Stallion Group dated January 09, 2004.

Exhibit 3.2 *
  Bylaws of The Stallion Group dated January 28, 2004.

Exhibit 5.1 *
  Opinion of Jeffrey Nichols, Attorney and Counselor At Law, 388 Market Street,
  Suite 500, San Francisco, California, 94111 dated July 26, 2004 regarding the
  legality of the securities being registered in this registration statement.

Exhibit 10.1 *
  Option To Purchase And Royalty Agreement between The Stallion Group and Mayan
  Minerals Ltd. of Vancouver, B.C., dated May 31, 2004 to acquire a 100% interest
  in the Bell 1-4 Mineral Claims, Omenica Mining Division, British Columbia.

*
  Incorporated by reference to SB-2 Registration Statement filed on August 19,
  2004

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18

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

The Stallion Group(Registrant)

Date: January
  25, 2006

BY: /s/ Gerald W. Williams

Gerald W. Williams, President, Chief Executive Officer,
  Principal Executive Officer, Secretary, Treasurer, Chief Financial Officer,
  Principal Financial Officer and a Member of the Board of Directors

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