UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
 FORM 10-K
 
 x
              ANNUAL REPORT UNDER SECTION 13
      OR 15 (D) OF THE SECURITIES EXCHANGE ACTOF1934:
  For the
year ended December 31, 2008
   o
              TRANSITION REPORT UNDER SECTION
      13 OR 15 (d) OF THE EXCHANGEACT
      OF 1934
  EMISSARY
CAPITAL GROUP, INC.
 
 (Exact
name of registrant as specified in its charter)
  Delaware
              20-8429161(State
      or other jurisdiction of incorporation)
              (IRS
      employer ID Number)
 
 420
Lexington Avenue, Suite 300
 New
York, NY 10170
 (212)
297-6218
 (Address
and Telephone Number including area code
 of
registrant’s principal executive offices)
  Cavalier
Holdings, Inc.
 (Former
Name or Former Address if Changed Since Last Report)
  Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
                Name
      of each exchange on which registered:None
                NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.0001
                  (Title
      of class)
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act:  Yes o No x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes o No x
  
  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 xNo o
 Indcate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).   Yes  o.    No  o.
 Check if
there is no 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-K or any amendment to this Form 10-K. Yes o No x
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
  Large
      accelerated filer  o
                Accelerated
      filer  oNon-accelerated
      filer  o
                Smaller
      reporting company  x
  Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes oNo x
 
 State
issuer’s revenues for its most recent fiscal year.
 $0.00
 
 As of
September 22, 2009, the aggregate market value of the shares of common stock
held by non-affiliates (computed by reference to the most recent offering price
of such shares) was $0.00
 
 As of
September 22, 2009, there were 16,272,500 shares of common stock issued and
outstanding.
 
 Transitional
Small Business Disclosure Format (Check one): Yes o No x
  
  TABLE OF CONTENTS
  PART
      IItem
      1.
              
              Description
      of Business
              
              1Item
      1A.
              
              Risk
      Factors
              
              4Item
      2.
              
              Properties
              
              11Item
      3.
              
              Legal
      Proceedings
              
              11Item
      4.
              
              Submission
      of Matters to a Vote of Security Holders
              
              11PART
      IIItem
      5.
              
              Market
      for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              
              11Item
      6.
              
              Selected
      Financial Data
              
              12Item
      7.
              
              Management’s
      Discussion and Analysis of Plan of Operation
              
              12Item
      7A.
              
              Quantitative
      and Qualitative Disclosures About Market Risk
              
              14Item
      8.
              
              Financial
      Statements and Supplementary Data
              
              14Item
      9.
              
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              
              14Item
      9A(T).
              
              Controls
      and Procedures
              
              14Item
      9B.
              
              Other
      Information
              
              15PART
      IIIItem
      10.
              
              Directors,
      Executive Officers, Promoters and Control Persons, Compliance with Section
      16(A) of the Exchange Act.
              
              15Item
      11.
              
              Executive
      Compensation
              
              16Item
      12.
              
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              
              17Item
      13.
              
              Certain
      Relationships and Related Transactions and Director
      Independence
              
              17Item
      14.
              
              Principal
      Accountant Fees and Services
              
              17PART
      IVItem
      15.
              
              Exhibits,
      Financial Statement Schedules
              
              19SIGNATURES
              
              19
  
  PART
I
 
 ITEM
1. DESCRIPTION OF BUSINESS
 
 Special
Cautionary Notice Regarding Forward-Looking Statements
 
 This
Report contains statements that constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, (the
“Securities Act”) and the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Various matters discussed in this document and in documents
incorporated by reference herein, including matters discussed under the caption
“Management’s
Discussion and Analysis ofFinancial
Condition and Resultsof
Operations” may constitute forward-looking
statements for purposes of the Securities Act and the Exchange Act. These
statements are based on many assumptions and estimates and are not guarantees of
future performance and may involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Emissary Capital Group, Inc. (the “Company” or “Emissary”) to be materially
different from future results, performance or achievements expressed or implied
by such forward-looking statements. The words “expect,” “anticipate,” “intend,”
“plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to
identify such forward-looking statements. The Company’s actual results may
differ materially from the results anticipated in these forward-looking
statements due to a variety of factors, including, without
limitation:
 
 Overview
 
 References
in this Report to "Emissary," "we," "our," "us," and the "Registrant" refer to
Emissary Capital Group, Inc.
  Emissary
was incorporated in the State of Delaware on February 7, 2007. Since inception,
we have been engaged in organizational efforts and obtaining initial financing.
We were formed as a vehicle to pursue a business combination and have made no
efforts to identify a possible business combination. As a result, we have not
conducted negotiations or entered into a letter of intent concerning any target
business. Our business purpose is to seek the acquisition of, or merger with, an
existing company.
  
  Business
of the Registrant.
 
 We are,
based on proposed business activities, a “blank check” company. The U.S.
Securities and Exchange Commission (the “SEC”), defines those companies as “any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or
purpose, or has indicated that its business plan is to merge with an
unidentified company or companies.” Under the SEC Rule 12b-2 under the
Securities Act, we also qualify as a “shell company,” because we have no or
nominal assets (other than cash) and no or nominal operations. Many states have
enacted statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business
combination. We intend to comply with the periodic reporting requirements of the
Exchange Act for so long as we are subject to those requirements.
  1
 We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation. Our principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than immediate, short-term
earnings. We will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.
 
 The
analysis of new business opportunities will be undertaken by or under the
supervision of our officers and directors. We have unrestricted flexibility in
seeking, analyzing and participating in potential business opportunities. In our
efforts to analyze potential acquisition targets, we will consider the following
kinds of factors:
  ·
              Potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;
 ·
              Competitive
      position as compared to other firms of similar size and experience within
      the industry segment as well as within the industry as a
      whole;
 ·
              Potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;
 ·
              Competitive
      position as compared to other firms of similar size and experience within
      the industry segment as well as within the industry as a
      whole;
 ·
              Strength
      and diversity of management, either in place or scheduled for
      recruitment;
  ·
              Capital
      requirements and anticipated availability of required funds, to be
      provided by us or from operations, through the sale of additional
      securities, through joint ventures or similar arrangements or from other
      sources;
  ·
              The
      cost of participation by us as compared to the perceived tangible and
      intangible values and potentials;
  ·
              The
      extent to which the business opportunity can be
  advanced;
  ·
              The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance and other required items;
      and
  ·
              Other
      relevant factors
 
 In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to our limited capital available for investigation, we may not
discover or adequately evaluate adverse facts about the opportunity to be
acquired.
  2
 There
are certain perceived benefits to being a reporting company with a class of
publicly-traded securities. These are commonly thought to include the
following:
 
 ·
              The
      ability to use registered securities to make acquisitions of assets or
      businesses;
 
 ·
              Increased
      visibility in the financial
community;
 
 ·
              The
      facilitation of borrowing from financial
  institutions;
 
 ·
              Improved
      trading efficiency;
 
 ·
              Shareholder
      liquidity;
 
 ·
              Greater
      ease in subsequently raising
capital;
 
 ·
              Compensation
      of key employees through stock options for which there may be a market
      valuation;
 
 ·
              Enhanced
      corporate image; and
 
 ·
              A
      presence in the United States capital
markets.
  The
manner in which the Registrant participates in an opportunity will depend upon
the nature of the opportunity, the respective needs and desires of the
Registrant and the promoters of the opportunity, and the relative negotiating
strength of the Registrant and such promoters.
  It is
likely that the Registrant will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Registrant. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding shares of the surviving entity. Under
other circumstances, depending upon the relative negotiating strength of the
parties, prior stockholders may retain substantially less than 20% of the total
issued and outstanding shares of the surviving entity. This could result in
substantial additional dilution to the equity of those who were stockholders of
the Registrant prior to such reorganization.
  The
present stockholders of the Registrant will likely not have control of a
majority of the voting shares of the Registrant following a reorganization
transaction. As part of such a transaction, all or a majority of the
Registrant's directors may resign and new directors may be appointed without any
vote by stockholders.
  3
 In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Registrant,
it will likely be necessary to call a stockholders' meeting and obtain the
approval of the holders of a majority of the outstanding shares. The necessity
to obtain such stockholder approval may result in delay and additional expense
in the consummation of any proposed transaction and will also give rise to
certain appraisal rights to dissenting stockholders. Most likely, management
will seek to structure any such transaction so as not to require stockholder
approval.
  It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.
 
 We
presently have no employees apart from our management. All of our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.
 
 
 ITEM 1A – RISK FACTORS
 
 WITH NO OPERATING HISTORY AND MINIMAL
ASSETS OUR BUSINESS IS DIFFICULT TO EVALUATE.
  We have
no operating history or revenue and only minimal assets, there is a risk that we
will be unable to continue as a going concern and consummate a business
combination. We have had no recent operating history nor any revenues or
earnings from operations since inception. We have no significant assets or
financial resources. We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination. This may result in our incurring a net operating loss that will
increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure that we can identify a
suitable business opportunity and consummate a business
combination.
 
 AN
INVESTMENT IN THE COMPAN IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES AN
EXTREMELY HIGH DEGREE OF RISK.
  Our
proposed business operations will depend to a great extent on the operations,
financial condition and management of the identified target company in a
business combination. While management prefers a business combination with
entities having established operating histories, there can be no assurance that
we will be successful in locating candidates meeting such criteria. In the event
we complete a business combination, of which there can be no assurance, the
success of our operations will be dependent upon management of the target
company and numerous other factors beyond our control.
 
 4
 As a
result of our not yet identifying any assets, property or business that we may
acquire, potential investors in us have virtually no substantive information
upon which to base a decision of whether to invest in us, making an investment
in us with our present and proposed business operations is highly speculative in
nature and involves an extremely high degree of risk. In addition, our present
and proposed business operations are subject to the same risks inherent in any
new and unproven venture, and will include without limitation those types of
risk factors outlined below.
 
 THE
COMPANY DOES NOT HAVE ANY EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.
  We
have no arrangement, agreement or understanding with respect to engaging in a
merger with, joint venture with or acquisition of, a private or public entity.
No assurances can be given that we will successfully identify and evaluate
suitable business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.
 
 OUR
FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND
ATTRACT A SUITABLE ACQUISITION.
  The
nature of our operations is highly speculative and there is a consequent risk of
loss of investment. The success of our plan of operation will depend to a great
extent on the operations, financial condition and management of the identified
business opportunity. While management intends to seek business combination(s)
with entities having established operating histories, we cannot assure that we
will be successful in locating candidates meeting that criterion. In the event
we complete a business combination, the success of our operations may be
dependent upon management of the successor firm or venture partner firm and
numerous other factors beyond our control.
 
 WE
WILL EXPERIENCE SIGNIFICANT COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR
A MERGER TRANSACTION OF THE TYPE CONTEMPLATED BY MANAGEMENT.
  We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including small public companies, venture capital and private equity firms, are
active in mergers and acquisitions of companies that may be desirable target
candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
  5
 WE
HAVE CONDUCTED NO MARKET RESEARCH OR IDENTIFICATION OF BUSINESS OPPORTUNITIES,
WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE WITH ORACQUIRE.
  We have
neither conducted nor have others made available to us results of market
research concerning prospective business opportunities. Therefore, we have no
assurances that market demand exists for a merger or acquisition as contemplated
by us. Our management has not identified any specific business combination or
other transactions for formal evaluation by us, such that it may be expected
that any such target business or transaction will present such a level of risk
that conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to
acquire a business opportunity on terms favorable to us. Decisions as to which
business opportunity to participate in will be unilaterally made by our
management, which may act without the consent, vote or approval of our
stockholders.
  OUR
MANAGEMENT INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME SEEKING A TARGET
COMPANY WHICH MAY ADVERSELY IMPACT THE COMPANY’S ABILITY TO IDENTIFY A SUITABLE
ACQUISITION CANDIDATE.
  While
seeking a business combination, management anticipates devoting very limited
time to our affairs. Our sole officer has not entered into a written employment
agreement with us and is not expected to do so in the foreseeable future. This
limited commitment may adversely impact our ability to identify and consummate a
successful business combination.
  WE
ARE CONTROLLED BY ITS SOLE STOCKHOLDER.
  Our sole
stockholder, Leo Mentzelopoulos, is our sole officer and director. Mr.
Mentzelopoulos currently owns all of our issued and outstanding stock. As a
result, the stockholder controls our operations and will have the ability to
control all of the matters submitted to stockholders for approval,
including:
 
 ·
              amendment
      of our certificate of incorporation and
by-laws;
 
 ·
              election
      of our board of directors;
 
 ·
              removal
      of any directors; and
 
 ·
              adoption
      of measures that could delay or prevent a change of control or impede a
      merger, business combination or similar
  transaction.
 
 Our sole
stockholder will have complete control over our management and affairs. Thus,
his ownership may have the effect of impeding a merger, consolidation, takeover
or other business consolidation, or discouraging a potential acquirer from
making a tender offer for our common stock.
  6
 WE
MAY HAVE A CONFLICT OF INTEREST WITH ITS SOLE OFFICER AND DIRECTOR.
  Conflicts
of interest create the risk that management may have an incentive to act
adversely to our interests. A conflict of interest may arise between our
management's personal pecuniary interest and its fiduciary duty to our
stockholders. In addition, our officer and director may be involved with other
blank check companies and conflicts may arise in the pursuit of business
combinations with such other blank check companies with which he may in the
future be affiliated. If we and the other blank check companies that our officer
and director is affiliated with desire to take advantage of the same
opportunity, then such officer and director would abstain from voting upon the
opportunity. In the event of identical officers and directors, the officers and
directors will arbitrarily determine the company that will be entitled to
proceed with the proposed transaction.
  THE
TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE EMISSARY FROM ENTERING INTO A MERGER OR ACQUSITION WITH THE
MOST ATTRATIVE PRIVATE COMPANIES.
  Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
  OUR
PROPOSED OPERATIONS WILL PROBABLY RESULT IN THE LACK OF
DIVERSIFICATION.
 
 Our
proposed operations, even if successful, will in all likelihood result in our
engaging in a business combination with only one target company. Consequently,
our activities will be limited to those engaged in by the business entity which
we will merge with or acquire. Our inability to diversify our activities into a
number of areas may subject us to economic fluctuations within a particular
business or industry and therefore increase the risks associated with our
operations.
 
 ANY
BUSINESS COMBINATION WILL PROBABLY RESULT IN A CHANGE IN CONTROL AND CHANGE IN
MANAGEMENT.
 
 A
business combination involving the issuance of our common stock will, in all
likelihood, result in shareholders of a target company obtaining a controlling
interest in us. Any such business combination may require our stockholder to
sell or transfer all or a portion of his common stock. The resulting change in
control will likely result in removal of our present officer and director and a
corresponding reduction in or elimination of his participation in our future
affairs.
 
 7
 WE
MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY AFFECT ITS
OPERATIONS.
  Although
we will be subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (  the “Investment Company Act”),
since we will not be engaged in the business of investing or trading in
securities. If we engage in business combinations which result in our holding
passive investment interests in a number of entities, we could be subject to
regulation under the Investment Company Act. If so, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination from
the SEC as to our status under the Investment Company Act and, consequently,
violation of the Investment Company Act could subject us to material adverse
consequences. In addition, we currently produces no products or services,
therefore, it is not presently subject to any governmental regulation in this
regard. However, in the event that we engage in a merger or acquisition
transaction with an entity that engages in such activities, it will become
subject to all governmental approval requirements to which the merged or
acquired entity is subject.
  ANY
POTENTIAL ACQUSITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT EMISSARY TO
ADDITIONAL RISKS.
  If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.
  THERE
IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK, AND LIQUIDITY OF SHARES OF
OUR COMMON STOCK IS VERY LIMITED.
  Our
shares of common stock are not registered under the securities laws of any state
or other jurisdiction, and accordingly there is no public trading market for our
common stock. Furthermore, no public trading market is expected to develop in
the foreseeable future unless and until we complete a business combination with
an operating business and files a registration statement under the Securities
Act thereafter. As a result, outstanding shares of our common stock cannot be
offered, sold, pledged or otherwise transferred unless subsequently registered
pursuant to, or exempt from registration under, the Securities Act and any other
applicable federal or state securities laws or regulations. Shares of our common
stock cannot be sold under the exemptions from registration provided by Rule 144
under the Securities Act which requires that securities issued while an entity
is a “blank check” or “shell” company are not available for
resale  without registration under federal securities laws.
Additionally, compliance with the criteria for securing exemptions under federal
securities laws and the securities laws of the various states is extremely
complex, especially in respect of those exemptions affording flexibility and the
elimination of trading restrictions in respect of securities received in exempt
transactions and subsequently disposed of without registration under the
Securities Act or state securities laws.
  8
 WE
HAVE NEVER PAID DIVIDENDS ON ITS COMMON STOCK AND DO NOT INTEND TO PAY ANY
DIVIDENS IN THE NEAR FUTURE.
  We have
never paid dividends on our common stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy.
  WE
MAY BE SUBJECT TO CERTAIN TAX CONSEQUENCES IN ITS BUSINESS, WHICH MAY INCREASE
ITS COST OF DOING BUSINESS.
  We may
not be able to structure our acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.
  OUR
BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTILL IT MERGES WITH OR ACQUIRES AN
OPERATING BUSINESS.
  We are an
inactive company and have had no revenues from operations since inception. We
may not realize any revenues unless and until we successfully merge with or
acquire an operating business. We can provide no assurance that any acquired
venture will produce any material revenues for us or our stockholders or that
such a venture will operate on a profitable basis.
 
 WE
INTEND TO ISSUE MORE SHARES IN A MERGER OR ACQUISITION, WHICH WILL RESULT IN
SUBSTANTIAL DILUTION.
  Our
certificate of incorporation authorizes the issuance of a maximum of
50,000,000 shares of common stock and a maximum of 10,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result in
substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our board of directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of common stock or
preferred stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of common stock might be materially adversely
affected.
  9
 AUTHORIZATION
OF PREFERRED STOCK.
  Our
certificate of incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by our board of directors. Accordingly, our board of directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of us. Although we have no present intention to issue any shares of its
authorized preferred stock, there can be no assurance that we will not do so in
the future.
  BECAUSE
WE MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A “REVERSE MERGER”,
FOLLOWING SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF
MAJOR BROKERAGE FIRMS.
  Additional
risks may exist since we will assist a privately held business to become public
through a “reverse merger.” Securities analysts of major brokerage firms may not
provide coverage of our company since there is no incentive to brokerage firms
to recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.
  WE
CANNOT ASSURE THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING BUSINESS,
OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES
EXCHANGE.
  Following
a business combination, we may seek the listing of our common stock on NASDAQ or
the American Stock Exchange. However, we cannot assure  that following
such a transaction, we will be able to meet the initial listing standards of
either of those or any other stock exchange, or that we will be able to maintain
a listing of our common stock on either of those or any other stock exchange.
After completing a business combination, until our common stock is listed on the
NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
system, or on the “pink sheets,” where our stockholders may find it more
difficult to dispose of shares or obtain accurate quotations as to the market
value of our common stock. In addition, we would be subject to an SEC rule that,
if we failed to meet the criteria set forth in such rule, imposes various
practice requirements on broker-dealers who sell securities governed by the rule
to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling
our common stock, which may further affect its liquidity. This would also make
it more difficult for us to raise additional capital following a business
combination.
 
 10
 ITEM
2 - DESCRIPTION OF PROPERTY
 
 We neither rent nor own any properties.
We utilize the office space and equipment of our officer and director at no
cost. Management estimates such amounts to be immaterial. We currently have no
policy with respect to investments or interests in real estate, real estate
mortgages or securities of, or interests in, persons primarily engaged in real
estate activities.
 
 ITEM 3 - LEGAL PROCEEDINGS
 
 We are
not aware of any material, existing or pending legal proceedings nor are we
involved as a plaintiff in any material proceeding or pending litigation. There
are no proceedings in which any of its directors, officers or affiliates, or any
registered or beneficial shareholder, is an adverse party or has a material
interest adverse to our interest.
 
 Presently,
there are not any material pending legal proceedings to which we are a party or
as to which any of our property is subject, and no such proceedings are known to
us to be threatened or contemplated against us.
 
 ITEM
4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
  No
matters were submitted to a vote of security holders during the period January
1, 2008 to December 31, 2008.
 
 ITEM
5 - MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
 
 (a) Market Information . The
Common Stock is not trading on any stock exchange. We are not aware of any
market activity in our Common Stock since its inception through the date of this
filing.
  (b) Holders . As of December 31,
2008 there was one record holder of 4,000,000 shares of our Common
Stock.
  (c)
      Dividends . We
      have not paid any cash dividends to date and does not anticipate or
      contemplate paying dividends in the foreseeable future. It is the present
      intention of management to utilize all available funds for the development
      of our business.
  (d) Securities Authorized for
      Issuance Under Equity Compensation Plans .N/A
  ITEM 6– SELECTED FINANCIAL
DATA
 
 Not
applicable for smaller reporting companies.
 
 11
 
 ITEM7– MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 
 (a) Plan of
Operation.
  We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation. Our principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than immediate, short-term
earnings. We will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business. We may also have to raise funds from a private placement of
our securities pursuant to Regulation D under the Securities Act.
  (b) Management’s Discussion and Analysis
of Financial Condition and Results of Operation .
  We have
not had any operating income since our inception on February 7, 2007. We do not
currently engage in any business activities that provide cash flow. For the
period from February 7, 2007 (inception) through February 28, 2007 and for the
ten months ended December 31, 2007,  we recognized net losses of
$5,199 and $18,509, respectively, resulting from expenses mainly associated with
legal and accounting expenses. For the period ended December 31, 2008, we
recognized net losses of $ 19,259, resulting from expenses mainly associated
with legal and accounting expenses.  The costs of investigating and
analyzing business combinations for the next 12 months and beyond such time will
be paid with money in our treasury or with additional amounts, as necessary, to
be loaned to or invested in us by our stockholder, management or other
investors.
  During
the next 12 months we anticipate incurring costs related to:
  (i)
filing of Exchange Act reports, and
  (ii)
costs relating to consummating an acquisition.
  We
believe we will be able to meet these costs through use of funds in our treasury
and additional amounts, as necessary, to be loaned by or invested in us by our
stockholder, management or other investors.
 
 We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may involve the
acquisition of, or merger with, a company which does not need substantial
additional capital, but which desires to establish a public trading market for
its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public
offering.
  12
 Our sole
officer/director has not had any preliminary contact or discussions with any
representative of any other entity regarding a business combination with us. Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.
  Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing, and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management’s plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
  We
anticipate that the selection of a business combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
 
 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
  The
Company is not exposed to market risk related to interest rates on foreign
currencies.
  
 ITEM 8-  FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
 
 The
required Financial Statements and the notes thereto are contained in a separate
section of this report beginning with the page following the signature
page.
 
 13
 ITEM
9- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
 
 Not
applicable.
  Item
9A(T)-  CONTROLS AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures.
 
 We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed in accordance with the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,
processed, summarized, and reported within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated
to management, including our Chief Executive Officer and our Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure
based closely on the definition of “disclosure controls and procedures” in
applicable securities laws.
 
 As
required by Rule 13a-15 of the Exchange Act, as of the end of the period covered
by this Annual Report Form 10-K report, we carried out an evaluation, under the
supervision and with participation of our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this report to
provide reasonable assurance that material information required to be disclosed
by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in SEC
rules and forms.
 
 Management
is aware that there is a lack of segregation of duties due to the small number
of employees dealing with general administrative and financial matters. However,
at this time, management has decided that considering the employees involved,
the control procedures in place, and the outsourcing of certain financial
functions, the risks associated with such lack of segregation are low and the
potential benefits of adding additional employees to clearly segregate duties do
not justify the expenses associated with such increases. Management will
periodically reevaluate this situation. If the volume of the business increases
and sufficient capital is secured, it is our intention to increase staffing to
mitigate the current lack of segregation of duties within the general
administrative and financial functions.
 
 A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems no evaluation of
controls can provide absolute assurance that all control issues, if any, within
a company have been detected. Such limitations include the fact that human
judgment in decision-making can be faulty and that breakdowns in internal
control can occur because of human failures, such as simple errors or mistakes
or intentional circumvention of the established process.
 
 14
 Management’s
Report on Internal Control Over Financial Reporting; Changes in Internal
Controls Over Financial Reporting.
 
 During
the year ended December 31, 2008, there have been no changes in our internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, these controls.
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our management, including our principal
financial officer, has, with the assistance of external consultant, conducted an
evaluation of the effectiveness of our internal control over financial
reporting. Based on our evaluation, we have concluded that our internal controls
over financial reporting were effective as of December 31,
2008.
 
 This
Annual Report on Form 10-K does not include an attestation report of the
Company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this Annual Report on Form 10-K.
  ITEM
9B. OTHER INFORMATION.
 
 None.
 ITEM10- DIRECTORS, EXECUTIVE OFFICERS, PROMOTERSANDCONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT
 
 (a) Identification of Directors and
Executive Officers.
  Our sole
officer and director and additional information concerning him is as follows.
These are the only persons whose activities are expected to be material to the
Company prior to the completion of any merger or acquisition
transaction.
  Name
              
              Age
              
              PositionLeo
      Mentzelopoulos
              
              77
              
              President,
      Secretary, Treasurer and Director
 ____________________
 Leo Mentzelopoulos has been
our President, Secretary, Treasurer and director since February 2007. Mr.
Mentzelopoulos is a business entrepreneur in South Carolina with over twenty
years experience in the restaurant/food and wine industry. For the past five
years, Mr. Mentzelopoulos has been involved in the ownership, management and
operations of two restaurants in Greenville, South Carolina.
 
 (b) Significant Employees .
None.
  (c) Family Relationships .
None.
  (d) Involvement in Certain Legal
Proceedings . There have been no events under any bankruptcy act, no
criminal proceedings and no judgments, injunctions, orders or decrees material
to the evaluation of the ability and integrity of any director, executive
officer, promoter or control person of Registrant during the past five
years.
  15
 (e) The Board of Directors acts as the
Audit Committee and the Board has no separate committees . We have no
qualified financial expert at this time because it has not been able to hire a
qualified candidate. Further, we believe that we have inadequate financial
resources at this time to hire such an expert. We intend to continue to search
for a qualified individual for hire.
  EMPLOYMENT
AGREEMENTS
  None of
the Company's officers, directors, advisors or key employees are currently party
to employment agreements with the Company. The Company has no pension, health,
annuity, bonus, insurance, stock options, profit sharing or similar benefit
plans; however, the Company may adopt such plans in the future. There are
presently no personal benefits available for directors, officers or employees of
the Company.
 
 ITEM 11 - EXECUTIVE COMPENSATION
 
 Our sole
officer and director has not received any cash remuneration since inception. Our
officers will not receive any remuneration upon completion of the offering until
the consummation of an acquisition. No remuneration of any nature has been paid
for or on account of services rendered by a director in such capacity. Our only
officer and director intends to devote a limited time to our
affairs.
  It is
possible that, after we successfully consummate a business combination with an
unaffiliated entity, that entity may desire to employ or retain one or a number
of members of our management for the purposes of providing services to the
surviving entity. However, we have adopted a policy whereby the offer of any
post-transaction employment to members of management will not be a consideration
in our decision whether to undertake any proposed transaction.
 
 No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of its
employees.
  There are
no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be included in this
table, or otherwise.
 
 ITEM
12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED
STOCKHOLDER MATTERS
 
 (a)
Security ownership of certain
beneficial owners.
  The
following table sets forth, as of December 31, 2008, the number of shares of
common stock owned of record and beneficially by executive officers, directors
and persons who hold 5% or more of the outstanding shares of our common
stock.
 Name
      and
                Address
              
              Amount
      and
                Nature
      of
                Beneficial
      Ownership
              
              
              Percentage
                of
      ClassLeo
      Mentzelopoulos (1)
                c/o
      Cavalier Holdings, Inc.
                2808
      East North Street, Ste. 27
                Greenville,
      South Carolina
              
              
              4,000,000
              
              
              
              100
              %All
      officers and
                directors
      as a group
                (1
      individual)
              
              
              4,000,000
              
              
              
              100
              %
  16
 __________________
 
 Leo
Mentzelopoulos is President, Secretary, Treasurer and sole director of
Emissary.
 
 (b) Changes in Control
..
  There are
no present arrangements or pledges of our securities which may result in a
change in control of us.
 
 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
 
 Except as
otherwise disclosed herein, there have been no related party transactions, or
any other transactions or relationships, including matters related to director
independence, required to be disclosed pursuant to Items 404 or 407(a) of
Regulation S-B.
 
 ITEM 14-PRINCIPAL
ACCOUNTING FEES AND SERVICES
 
 Audit
Fees
 
 The
aggregate fees for each of the last two years for professional services rendered
by the principal accountant for our audits of our annual financial statements
and interim reviews of our financial statements included in our fillings with
Securities and Exchange Commission on Form 10-K and 10-Qs or services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for those years were
 approximately:
  December
      31, 2007:
                $6,000
                Li
      & Company,LPDecember
      31, 2008:
                $7,500
                Li
      & Company,LP
  Audit
Related Fees
 
 The
aggregate fees in each of the last two years for the assurance and related
services provided by the principal accountant that are not reasonably related to
the performance of the audit or review of the Company's financial statements and
are not reported in paragraph (1) were approximately:
  December
      31, 2007:
                  $0
                  Li
      & Company,LPDecember
      31, 2008:
                  $0
                  Li
      & Company,LP
  17
 We
incurred these fees in connection with registration statements and financing
transactions.
 
 Tax
Fees
 
 The
aggregate fees in each of the last two years for the professional services
rendered by the principal accountant for tax compliance, tax advice and tax
planning were approximately:
 December 31, 2007:
                  $0
                  Li
      & Company,LPDecember 31, 2008:
                  $0
                  Li
      & Company,LP
 All Other
Fees
 
 The
aggregate fees in each of the last two years for the products and services
provided by the principal accountant, other than the services reported in
paragraph (1) were approximately:
 December 31, 2007:
                  $0
                  Li
      & Company,LPDecember 31, 2008:
                  $0
                  Li
      & Company,LP
  18
 
 ITEM
15- EXHIBITS
 
 3.1*
              
              Certificate
      of Incorporation, as amended, of the Registrant3.2*
              
              By-laws
      of the Registrant31.1*
              
              Chairman
      of the Board and Chief Executive Officer Certification of Periodic
      Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2*
              
              Director,
      President and Chief Financial Officer Certification of Periodic Financial
      Report Pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1#
              
              Chairman
      of the Board and Chief Executive Officer Certification Pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to section 906 of the
      Sarbanes-Oxley Act of 200232.2#
              
              Director,
      President and Chief Financial Officer Certification Pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
      of 2002*
              
              Filed
      herewith#
              
              Furnished
      herewith
 
 *
Incorporated by reference to the Company’s registration statement on Form 10SB,
filed with the Securities Commission on March 28, 2007, as amended.
 
 
 
 SIGNATURES
 
 Pursuant
to the requirements of the Section 13 or 15(d) of the Exchange Act, Emissary has
duly caused this report to be signed on its behalf by the undersigned persons,
and in the capacities so indicated on September 22, 2009.
 
 Cavalier
Holdings, Inc.
 
 By: /s/Amit
Tandon
 Amit
Tandon
 Chairman
of the Board and
 Chief
Executive Officer
  19
  EMISSARY
CAPITAL GROUP, INC.
 (FORMERLY
CAVALIER HOLDINGS, INC.)
 
 DECEMBER
31, 2008 and 2007
 
 INDEX TO
FINANCIAL STATEMENTS
  Page
      #Report
      of Independent Registered Public Accounting Firm
              
              
              F-2Balance
      Sheets at December 31, 2008 and 2007
              
              
              F-3Statements
      of Operations for the Year Ended December 31, 2008 and for the ten months
      ended December 31, 2007
              
              
              F-4Statement
      of Stockholders’ Deficit for the period from February 28, 2007 through
      December 31, 2008
              
              
              F-5Statements
      of Cash Flows for the Year Ended December 31, 2008 and for the ten months
      ended December 31, 2007
              
              
              F-6Notes
      to the Financial Statements
              
              
              F-7
 
  F-1
  REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and stockholders of
 Emissary
Capital Group, Inc.
 (Formerly
Cavalier Holdings, Inc.)
 New York,
New York
 
 We have
audited the accompanying balance sheets of Emissary Capital Group, Inc.
(formerly Cavalier Holdings, Inc.) (the “Company”) as of December 31, 2008 and
2007 and the related statements of operations, stockholders’ equity (deficit)
and cash flows for the year ended December 31, 2008 and the ten months ended
December 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 audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting.  Accordingly, we express no such opinion. 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 Company as of December 31, 2008
and 2007and the results of its operations and its cash flows for the year ended
December 31, 2008 and the ten months ended December 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 3 to the
financial statements, the Company has no revenues, has incurred losses since
inception and has an accumulated deficit of $42,967 at December 31, 2008. These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. Management's plans in regards to these matters are also described
in Note 3.  The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
  /s/Li & Company,
PC
 Li &
Company, PC
 
 Skillman,
New Jersey
 September
8, 2009
  F-2
 EMISSARY
CAPITAL GROUP, INC.
 (FORMERLY
CAVALIER HOLDINGS, INC.)
 
 Balance
Sheets
 December
      31, 2008
              
              
              December
      31, 2007ASSETSCURRENT
      ASSETS:Cash
              
              
              $2,600
              
              
              
              $100TOTAL  ASSETS
              
              
              $2,600
              
              
              
              $100LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIES:Accrued
      expenses
              
              
              $27,209
              
              
              
              $12,500Advance
      from related party
              
              
              11,059
              
              
              
              4,009Total
      Current Liabilities
              
              
              38,268
              
              
              
              16,509STOCKHOLDERS’
      DEFICIT:Preferred
      stock at $0.0001 par value; 10,000,000 shares authorized; no shares issued
      or outstanding
              
              
              -
              
              
              
              -Common
      stock at $0.0001 par value; 100,000,000 shares authorized; 4,000,000
      shares issued and outstanding
              
              
              400
              
              
              
              400Additional
      paid-in capital
              
              
              6,899
              
              
              
              6,899Accumulated
      deficit
              
              
              (42,967
              )
              
              
              (23,708
              )Stockholders’
      Deficit
              
              
              (35,668
              )
              
              
              (16,409
              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              
              $2,600
              
              
              
              $100See
      accompanying notes to the financial statements.
 
 F-3
  EMISSARY
CAPITAL GROUP, INC.
 (FORMERLY
CAVALIER HOLDINGS, INC.)
 
 Statements
of Operations
  For
      theYear Ended
                December
      31, 2008
              
              
              For
      theTen Months EndedDecember 31, 2007Revenues
              
              $
              -
              
              
              $
              -Operating
      expenses:General
      and administrative
              
              
              19,259
              
              
              
              18,509Total
      operating expenses
              
              
              19,259
              
              
              
              18,509Loss
      before income taxes
              
              
              (19,259
              )
              
              
              (18,509
              )Income
      tax provision
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (19,259
              )
              
              $
              (18,509
              )Net
      loss per common share – basic and diluted
              
              $
              (0.00
              )
              
              $
              (0.00
              )Weighted
      average number of common shares outstanding – basic and
      diluted
              
              
              4,000,000
              
              
              
              4,000,000
 
 See
accompanying notes to the financial statements.
 
 F-4
  EMISSARY
CAPITAL GROUP, INC.
 (FORMERLY
CAVALIER HOLDINGS, INC.)
 
 Statement
of Stockholders’ Equity (Deficit)
 For the
Period from February 28, 2007 through December 31, 2008
 
 
 Common
                Shares
              
              
              Amount
              
              
              Additional
                Paid-in
                Capital
              
              
              AccumulatedDeficit
              
              
              TotalStockholders’Equity
      (Deficit)February
      28, 2007
              
              
              4,000,000
              
              
              $
              400
              
              
              $
              4,899
              
              
              $
              (5,199
              )
              
              $
              100Contribution
      to capital
              
              
              
              
              
              
              
              
              
              
              2,000
              
              
              
              
              
              
              
              2,000Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (18,509
              )
              
              
              (18,509
              )Balance,
      December 31, 2007
              
              
              4,000,000
              
              
              
              400
              
              
              
              6,899
              
              
              
              (23,708
              )
              
              
              (16,409
              )Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (19,259
              )
              
              
              (19,259
              )Balance,
      December 31, 2008
              
              
              4,000,000
              
              
              $
              400
              
              
              $
              6,899
              
              
              $
              (42,967
              )
              
              $
              (35,668
              )
  See
accompanying notes to financial statements.
 
 F-5
  EMISSARY
CAPITAL GROUP, INC.
 (FORMERLY
CAVALIER HOLDINGS, INC.)
 
 Statements
of Cash Flows
 
 Year
      EndedDecember 31,2008
              
              
              For
      TheTen Months EndedDecember 31, 2007Cash
      flow from operating activities:Net
      loss
              
              $
              (19,259
              )
              
              $
              (18,509
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Increase
      in accrued expenses
              
              
              16,259
              
              
              
              12,500Net
      cash used in operating activities
              
              
              (3,000
              )
              
              
              (6,009
              )Cash
      flow from financing activities:Capital
      contribution
              
              
              -
              
              
              
              2,000Advance
      from related party
              
              
              5,500
              
              
              
              4,009Net
      cash provided by financing activities
              
              
              5,500
              
              
              
              6,009Net
      increase in cash
              
              
              2,500
              
              
              
              -Cash
      at beginning of period
              
              
              100
              
              
              
              100Cash
      at end of period
              
              $
              2,600
              
              
              $
              100
 
 See
accompanying notes to financial statements.
 
 F-6
  EMISSARY
CAPITAL GROUP, INC.
 (FORMERLY
CAVALIER HOLDINGS, INC.)
 
 December
31, 2008 and 2007
 Notes to
the Financial Statements
  1. ORGANIZATION
AND OPERATIONS
 
 Cavalier
Holdings, Inc. was incorporated in Delaware on February 7, 2007 to raise equity
and search for a business. The Company is currently
inactive. On August 28, 2009, the shareholders of the Company approved an
amendment to its articles of incorporation to change the name of the Company to
Emissary Capital, Group, Inc. (“Emissary” or  the
“Company”).
 
 2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of
presentation
 
 The
Company’s financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S.
GAAP”).
 
 Use of
estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual results
could differ from those estimates.
 
 Cash
equivalents
 
 The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
 
 Fair value of financial
instruments
 
 The
Company follows Statement of Financial Accounting Standards No. 107 “Disclosures about fair value of
Financial Instruments” (“SFAS No. 107”) for disclosures about fair value
of its financial instruments and has adopted Financial Accounting Standards
Board (“FASB”) No. 157 “Fair
Value Measurements” (“SFAS No. 157”) to measure the fair value of its
financial instruments.  SFAS No. 157 establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. To increase consistency and
comparability in fair value measurements and related disclosures, SFAS No. 157
establishes a fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three (3) broad
levels.  The fair value hierarchy gives the highest priority to quoted
prices (unadjusted) in active markets for identical assets or liabilities and
the lowest priority to unobservable inputs.  The three (3) levels of
fair value hierarchy defined by SFAS No. 157 are described below:
  F-7
  Level
      1
              
              Quoted
      market prices available in active markets for identical assets or
      liabilities as of the reporting date.Level
      2
              
              Pricing
      inputs other than quoted prices in active markets included in Level 1,
      which are either directly or indirectly observable as of the reporting
      date.Level
      3
              
              Pricing
      inputs that are generally observable inputs and not corroborated by market
      data.
 
 As
defined by SFAS No. 107, the fair value of a financial instrument is the amount
at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale, which was further
clarified as the price that would be received to sell an asset or paid to
transfer a liability (“an exit price”) in an orderly transaction between market
participants at the measurement date.  The carrying amounts of the
Company’s financial assets and liabilities, such as cash and accrued
expenses, approximate their fair values because of the short maturity of these
instruments.
 
 The
Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at
December 31 2008 or 2007, nor gains or losses are reported in the statement of
operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for
the year ended December 31, 2008 or for the ten months ended December 31,
2007.
 
 Revenue
recognition
 
 The
Company follows the guidance of the United States Securities and Exchange
Commission’s Staff Accounting Bulletin (“SAB”) No. 101 “Revenue Recognition” (“SAB
No. 101”), as amended by SAB No. 104 (“SAB No. 104”) for revenue
recognition.  The Company recognizes revenue when it is realized or
realizable and earned less estimated future doubtful accounts.  The
Company considers revenue realized or realizable and earned when all of the
following criteria are met: (i) persuasive evidence of an arrangement exists,
(ii) the product has been shipped or the services have been rendered to the
customer, (iii) the sales price is fixed or determinable, and (iv)
collectability is reasonably assured.
 
 Income
taxes
 
 The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 “Accounting
for Income Taxes” (“SFAS No. 109”).  Deferred income tax assets
and liabilities are determined based upon differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.  Deferred tax assets are reduced by a valuation
allowance to the extent management concludes it is more likely than not that the
assets will not be realized.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the statements of operations in the period that includes
the enactment date.
  F-8
  The
Company adopted the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation No. 48 “Accounting for Uncertainty in Income
Taxes–an interpretation of FASB Statement
No. 109” (“FIN 48”).  FIN 48 addresses the determination of
whether tax benefits claimed or expected to be claimed on a tax return should be
recorded in the financial statements.  Under FIN 48, the Company may
recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the
position.  The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a
greater than fifty percent (50%) likelihood of being realized upon ultimate
settlement.  FIN 48 also provides guidance on de-recognition,
classification, interest and penalties on income taxes, accounting in interim
periods and requires increased disclosures.  The Company had no
material adjustments to its liabilities for unrecognized income tax benefits
according to the provisions of FIN 48.
 
 Net loss per common
share
 
 Net loss per common share is computed
pursuant to Statement of Financial Accounting Standards No. 128 “Earnings Per Share” (“SFAS
No. 128”).  Basic net loss per share is computed by dividing net loss
by the weighted average number of shares of common stock outstanding during
the period.  Diluted net loss per share is computed by dividing net
loss by the weighted average number of shares of common stock and potentially
outstanding shares of common stock during each period.  There were no
potentially dilutive shares outstanding as of December 31, 2008 or
2007.
 
 Recently issued accounting
pronouncements
 
 In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-8934 on June 26, 2008.  Commencing with its annual
report for the year ending June 30, 2009, the Company will be required to
include a report of management on its internal control over financial reporting.
The internal control report must include a statement of management’s
responsibility for establishing and maintaining adequate internal control over
its financial reporting; of management’s assessment of the effectiveness of its
internal control over financial reporting as of year end; and of the framework
used by management to evaluate the effectiveness of the Company’s internal
control over financial reporting.
 
 Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.
 
 F-9
 In March
2008, the FASB issued FASB Statement No. 161“Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No.
133” (“SFAS No. 161”), which changes the disclosure requirements for
derivative instruments and hedging activities.  Pursuant to SFAS
No.161, Entities are required to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows.  SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008 with early
application encouraged. SFAS No. 161 encourages but does not require disclosures
for earlier periods presented for comparative purposes at initial
adoption.  In years after initial adoption, this Statement requires
comparative disclosures only for periods subsequent to initial
adoption.  The Company does not expect the adoption of SFAS No. 161 to
have a material impact on the financial results of the Company.
 
 In May
2009, FASB issued FASB Statement No. 165 “Subsequent events” (“SFAS No. 165”) to
be effective for the interim or annual financial periods ending after June15,
2009.  SFAS No. 165 The objective of this Statement is to establish
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued.  In particular, this Statement sets forth: 1.
The period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements. 2.  The
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements. 3. The
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date.  The effect of adoption of SFAS
No. 165 on the Company’s financial position and results of operations is not
expected to be material.
 
 Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
 
 3. GOING CONCERN
AND MANAGEMENT’S PLAN
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
Company has incurred operating losses and negative operating cash flow since
inception and future losses are anticipated. The Company’s plan of operations,
even if successful, may not result in cash flow sufficient to finance and expand
its business. These factors raise substantial doubt about the Company’s ability
to continue as a going concern. Realization of assets is dependent upon
management’s plans to meet its financing requirements and the success of its
future operations. These financial statements do not include any adjustments
related to the recoverability and classification of asset amounts or the amounts
and classifications of liabilities that might be necessary should the Company be
unable to continue in existence.
 
 F-10
 4. EQUITY
  On
February 7, 2007 (inception), as amended February 21, 2007, the Company has
authorized 50,000,000 shares of common stock, $.001 par value, per share, and
10,000,000 shares of preferred stock, $.001 par value, per share.
 
 On February 7, 2007, the Company issued
4,000,000 shares of common stock in exchange for an initial capital contribution
of $5,299. In addition, all expenses incurred by the Company were paid by the
sole stockholder and have been charged to additional
paid-in-capital.
 
 On August
28, 2009, in association with the acquisition of Emissary Capital Group, LLC
(see note 7), the shareholders of the Registrant approved an amendment to the
Registrant’s articles of incorporation to (i) increase the number of authorized
capital stock from 50,000,000 shares to 110,000,000 shares of which 100,000,000
shares will be Common Stock and 10,000,000 shares will be preferred stock par
value $0.0001 per share (the “Preferred Stock”). The financial statements give
effect to such amendment.
 
 5. ADVANCE FROM
RELATED PARTY
 
 The total amount of advances from the
related party that remained unpaid at December 31, 2008 was $9,509. The advances
are non-interest bearing and are included in current liabilities.
 
 6. INCOME
TAXES
 
 Deferred tax
assets
 
 At
December 31, 2008, the Company had net operating loss (“NOL”) carry–forwards for
Federal income tax purposes of $42,967 that may be offset against future taxable
income through 2028.  No tax benefit has been reported with respect to
these net operating loss carry-forwards in the accompanying financial statements
because the Company believes that the realization of the Company’s net deferred
tax assets of approximately $14,609 was not considered more likely than not and
accordingly, the potential tax benefits of the net loss carry-forwards are fully
offset by a valuation allowance of $14,609.
 
 Deferred
tax assets consist primarily of the tax effect of NOL carry-forwards. The
Company has provided a full valuation allowance on the deferred tax assets
because of the uncertainty regarding its realizability.  The valuation
allowance increased approximately $6,548 and $6,293 for the year ended December
31, 2008 and for the ten months ended December 31, 2007,
respectively.
 
 Components
of deferred tax assets at December 31, 2008 and 2007 are as
follows:
 
 December
      31, 2008
              
              
              December
      31, 2007Net
      deferred tax assets – Non-current:Expected
      income tax benefit from NOL carry-forwards
              
              $
              14,609
              
              
              
              8,061Less
      valuation allowance
              
              
              (14,609
              )
              
              
              (8,061
              )Deferred
      tax assets, net of valuation allowance
              
              $
              -
              
              
              $
              -
  F-11
  Income taxes in the
statements of operations
 
 A
reconciliation of the federal statutory income tax rate and the effective income
tax rate as a percentage of income before income taxes is as
follows:
 For
      the Year Ended
                December
      31, 2008
              
              
              For
      the Ten Months Ended
                December
      31, 2007Federal
      statutory income tax rate
              
              
              34.0
              %
              
              
              34.0
              %Change
      in valuation allowance on net operating loss
carry-forwards
              
              
              (34.0
              )%
              
              
              (34.0
              )Effective
      income tax rate
              
              
              0.0
              %
              
              
              0.0
              %
  7.  SUBSEQUENT
EVENTS
  The
Company has evaluated all events that occurred after the balance sheet date
through September 8, 2009, the date these financial statements were available to
be issued to determine if they must be reported.  The Management of
the Company determined that there were certain reportable subsequent events to
be disclosed as follows:
  On August 28, 2009, the Company
acquired Emissary Capital Group, LLC, a privately owned Delaware limited
liability company (“Emissary”), pursuant to an Agreement and Plan of Share
Exchange (the “Exchange”).  Emissary was organized under the laws of
the State of Delaware on November 5, 2008.  Emissary is a company
whose principal operations include providing strategic consulting and research
services to emerging growth companies primarily based in India and China. Upon
consummation of the Exchange, the Registrant adopted the business plan of
Emissary.
  Pursuant
to the terms of the Exchange, the Company acquired Emissary in exchange for an
aggregate of 12,047,500 newly issued shares (the “Exchange Shares”) of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”),
resulting in an aggregate of 16,047,500 shares of the Company  common
stock issued and outstanding. As a result of the Exchange, Emissary became a
wholly-owned subsidiary of the Company.  The Company shares were
issued to the members of Emissary on a pro rata basis, on the basis of the
membership interests of Emissary held by such Emissary member at the time of the
Exchange.
 
 Immediately
subsequent to the Exchange on August 28, 2009, the shareholders of the
Registrant approved an amendment to the Registrant’s articles of incorporation
to (i) increase the number of authorized capital stock from 50,000,000 shares to
110,000,000 shares of which 100,000,000 shares will be Common Stock and
10,000,000 shares will be preferred stock par value $0.0001 per share (the
“Preferred Stock”), (ii) change the name of the Registrant to Emissary Capital
Group, Inc., and (iii) authorize the Board of Directors to provide for the
issuance of shares of preferred stock in series and, by filing a certificate
pursuant to the General Corporation Law of the State of Delaware (hereinafter,
along with any similar designation relating to any other class of stock that may
hereafter be authorized, referred to as a “Preferred Stock Designation”), to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, power, preferences and rights of the shares
of each such series and the qualifications, limitations and restrictions thereof
(“Blank Check Preferred Stock”).
 
 F-12
 At the
effective time of the Acquisition, the board of directors was reconstituted by
the resignation of Leo Mentzelopoulos from his role as the Registrant’s
sole officer and director, and the appointment of: Amit Tandon as Chairman and
Chief Executive Officer and Ajay Tandon as Director, President and Chief
Financial Officer; Albert Lee as Executive Vice President, Research; and Charles
J. Duff as Executive Vice President, Corporate Finance (each of whom served in
similar capacities with Emissary immediately prior to the Exchange). In
connection with his appointment, Charles J. Duff entered into an Option
Agreement with the Registrant where upon the satisfaction of certain conditions
precedent, he will receive the option to purchase up to 800,000 shares
of Common Stock at $0.15 per share. The options must vest on or before
April 1, 2010 and expire two years from the date of  the Agreement
..
 
 Simultaneously
with the issuance of the Exchange Shares, the Company accepted subscriptions to
purchase 9 Units consisting of 225,000 shares of the Company’s Common Stock and
a warrant to purchase an additional 67,500 shares of Common for an aggregate
purchase price of $225,000.
 
 The
former holders of membership interests of Emissary now beneficially own
approximately 74% of the outstanding shares of Company Common Stock on a fully
diluted basis. Accordingly, the Exchange represents a change in control. As of
the date of this report, there are 4,000,000 shares of Common Stock issued and
outstanding.   For financial accounting purposes, the acquisition
was a reverse acquisition of the Company by Emissary, under the purchase method
of accounting, and was treated as a recapitalization with Emissary as the
acquirer. Upon consummation of the Exchange, the Company adopted the business
plan of Emissary.
 
 F-13