**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-KSB**





o   **ANNUAL
      REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE**


**ACT
      OF 1934:**





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


**ACT
      OF 1934**




For
      the
      transition period from March 1, 2007 through December 31, 2007





**CAVALIER
      HOLDINGS, INC.**


(Name
      of
      small business in its charter)




**Delaware**
            
            **20-8429161**(State
                or other jurisdiction of incorporation)
            
            (IRS
                employer ID Number)





**2808
      East North Street, Ste 27**


**Greenville,
      S.C. 29615**


**(864)
      292-3208**


(Address
      and Telephone Number including area code


of
      registrant’s principal executive offices):





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 x 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-KSB or any amendment to this Form 10-KSB. x





Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act).


Yes x No o





State
      issuer’s revenues for its most recent fiscal year. $0.00





As
      of
      April 14, 2008, 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
      April 14, 2008, there were 4,000,000 shares of common stock issued and
      outstanding.





Transitional
      Small Business Disclosure Format (Check one): Yes o No x















**TABLE
      OF CONTENTS**




Page**PART
                I**Item
                1.
            
            Description
                of Business
            
            3Item
                1A.
            
            Risk
                Factors
            
            6Item
                2.
            
            Description
                of Property
            
            12Item
                3.
            
            Legal
                Proceedings
            
            12Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            12**PART
                II**Item
                5.
            
            Market
                for Common Stock and Related Stockholder Matters
            
            12Item
                6.
            
            Plan
                of Operation
            
            12Item
                7.
            
            Financial
                Statements
            
            14Item
                8.
            
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            
            14Item 8A.
            
            Controls
                and Procedures
            
            14**PART
                III**Item
                9.
            
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act
            
            16Item
                10.
            
            Executive
                Compensation
            
            16Item
                11.
            
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            17Item 12.
            
            Certain
                Relationships and Related Transactions
            
            17Item
                13.
            
            Exhibits
            
            17Item
                14.
            
            Principal
                Accountant Fees and ServicesSignatures
            
            
            
            18Certifications





2


**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
      “Plan of Operation,” 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 Cavalier Holdings, Inc.
      (the
“Company” or “Cavalier Holdings”) 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 "Cavalier Holdings," "we," "our," "us," and the "Registrant"
      refer to Cavalier Holdings, Inc.*




Cavalier
      Holdings 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.




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.




3





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.




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;




4




·
            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.




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.




5





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.





We
      are
      voluntarily filing this Registration Statement with the SEC and we are under
      no
      obligation to do so under the Exchange Act.





·
            We
                are not required to deliver an annual report to security holders,
                and at
                this time, do not anticipate the distribution of such a
                report.





·
            We
                will file reports with the SEC. We will be a reporting company and
                will
                comply with the requirements of the Exchange
                Act.





**ITEM
      1A - RISK FACTORS**





**WITH
      NO OPERATING HISTORY AND MINIMAL ASSETS CAVALIER HOLDINGS’ 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 CAVALIER HOLDINGS 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.





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.




6





**CAVALIER
      HOLDINGS 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.





**CAVALIER
      HOLDINGS’ 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.





**CAVALIER
      HONDINGS 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.




**CAVALIER
      HOLDINGS HAS CONDUCTED NO MARKET RESEARCH OR IDENTIFICATION OF BUSINESS
      OPPORTUNITIES, WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE
      WITH
      OR** ****** **ACQUIRE.**




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.




7




**CAVALIER
      HOLDINGS’ 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.




**CAVALIER
      HOLDINGS IS CONTROLED BY ITS SOLE STOCK HOLDER.**




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.




**CAVALIER
      HOLDINGS 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 CAVALIER HOLDINGS 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.




8




**CAVALIER
      HOLDINGS’ 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.





**CAVALIER
      HOLDINGS 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 CAVALIER
      HOLDINGS 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.




9




**THERE
      IS CURRENTLY NO TRADING MARKET FOR CAVALIER HOLDINGS’ COMMON STOCK, AND
      LIQUIDITY OF SHARES OF COMMON STOCK OF CAVALIER HOLDING 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.




**CAVALIER
      HOLDINGS HAS NEVER PAID DIVIDENDS ON ITS COMMON STOCK AND DOES 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.




**CAVALIER
      HOLDINGS 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.




**CAVALIER
      HOLDINGS’ 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.




10





**CAVALIER
      HOLDINGS 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.




**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
      CAVALIER HOLDINGS MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A “REVERSE
      MERGER”, FOLLOWING SUCH A TRANSACTION IT 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.




**CAVALIER
      HOLDINGS CANNOT ASSURE THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING
      BUSINESS, ITS 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.




11





**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**





Cavalier
      Holdings is not aware of any material, existing or pending legal proceedings
      against Cavalier Holdings, Inc., nor is it 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 February
      7, 2007 (inception) to December 31, 2007.





**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, 2007 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 -**  **PLAN
      OF OPERATION**





(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.




12




(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. 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.




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.




13





**ITEM
      7 FINANCIAL STATEMENTS**





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.





**ITEM
      8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





On
      April
      10, 2008, the Company dismissed its independent registered public accounting
      firm, Raich Ende Malter & Co. LLP (“REMCo”). Raich
      Ende Malter & Co. LLP has never issued an opinion on the financials
      statements of the Company. The report of Most & Company, LLP, the Company’s
      previous independent registered accounting firm, which combined its practice
      into Raich Ende Malter & Co. LLP effective August 8, 2008, as
      of
      February 28, 2007 and for
      the period from
      February 7, 2007 (Inception) through February 28, 2007 did not contain an
      adverse opinion or disclaimer of opinion and were not qualified or modified
      as
      to uncertainty, audit scope or accounting principles other than going
      concern.





The
      decision to change accountants was approved by the Company's board of directors
      on April 10,, 2008 and on such date Li & Company, LP (“Li”) was engaged as
      the Company's new independent registered public accountants. The Company did
      not
      consult Li regarding either: (i) the application of accounting principles to
      a
      specified transaction, completed or proposed, or the type of audit opinion
      that
      might be rendered on the Company's financial statements, or (ii) any matter
      that
      was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of
      Regulation S-B or a reportable event as described in Item 304(a)(1)(v) of
      Regulation S-B.





During
      the Company's most recent fiscal year, there were no disagreements with REMCo
      on
      any matter of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedure which, if not resolved to the
      satisfaction of REMCo, would have caused it to make reference to the matter
      in
      connection with its reports. There were no "reportable events" as that term
      is
      described in Item 304(a)(1)(v) of Regulation S-B.





The
      Company has made the contents of its Form 8-K available to REMCo and requested
      it to furnish a letter to the SEC as to whether REMCo agrees or disagrees with,
      or wishes to clarify the Company's expression of their views.





**Item
      8A(T). CONTROLS AND PROCEDURTES**





**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.




14





As
      required by Rule 13a-15 of the Exchange Act, as of the end of the period covered
      by this Annual Report Form 10-KSB 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.





**Management’s
      Report on Internal Control Over Financial Reporting; Changes in Internal
      Controls Over Financial Reporting.**





During
      the year ended December 31, 2007, 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, 2007.





This
      Annual Report on Form 10-KSB 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-KSB.




15





**ITEM
      9 -**  **DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL 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.




(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
      10 - 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.




16




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
      11 - 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, 2007, 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
                andAddress
            
            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
            %





(1)
            Leo
                Mentzelopoulos is President, Secretary, Treasurer and sole director
                of
                Cavalier Holdings.





(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
      12 - 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
      13. EXHIBITS AND REPORTS ON FORM 8-K**





(a)
      Exhibits:




**EXHIBITS**





31.1
            Chief
                Executive and Financial Certification of Periodic Financial Report
                Pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002*





32.1
            Chief
                Executive and 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





**Reports
      on Form 8-K:**





None.





17





**SIGNATURES**





Pursuant
      to the requirements of the Section 13 or 15(d) of the Exchange Act, Cavalier
      Holdings has duly caused this report to be signed on its behalf by the
      undersigned persons, and in the capacities so indicated on April 14,
      2008.




Cavalier
              Holdings
              Inc..By:
            /s/
              Leo
              MentzelopoulosLeo
              MentzelopoulosChairman
                of the
                Board, President
              and Chief Executive and Financial
                Officer





18


**CAVALIER
      HOLDINGS, INC.**





**DECEMBER
      31, 2007**





**INDEX
      TO FINANCIAL STATEMENTS**


Contents
              
              Page(s)Report
                  of Independent Registered Public Accounting Firm
              
              
              F-2Balance
                  Sheets at December 31, 2007 and February 28, 2007
              
              
              F-3Statements
                  of Operations for the Ten Months Ended December 31, 2007 and the
                  PeriodFrom
                  February 7, 2007 (inception) through February 28, 2007
              
              
              F-4Statement
                  of Stockholders’ Equity (Deficit) for the period from February 7, 2007
                  (inception)through
                  December 31, 2007
              
              
              F-5Statements
                  of Cash Flows for the Ten Months Ended December 31, 2007 and the
                  PeriodFrom
                  February 7, 2007 (inception) through February 28, 2007
              
              
              F-6Notes
                  to the Financial Statements
              
              
              F-7
                  to F-11




F-1


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors


Cavalier
      Holdings, Inc.


Greenville,
      South Carolina





We
      have
      audited the accompanying balance sheets of Cavalier Holdings, Inc. (the
“Company”) as of December 31, 2007 and February 28, 2007 and the related
      statements of operations, stockholders’ equity (deficit) and cash flows for the
      ten months ended December 31, 2007 and the period from February 7, 2007 through
      February 28, 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 Cavalier Holdings, Inc. as of
      December 31, 2007 and February 28, 2007and the results of its operations and
      its
      cash flows for the ten months ended December 31, 2007 and the period from
      February 7, 2007 through February 28, 2007in 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 $23,708 at December 31, 2007. 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


April
      14,
      2008





F-2





**CAVALIER
      HOLDINGS, INC.**





Balance
      Sheets


December
      31, 2007 and February 28, 2007




December
                31,
            
            February28,2007
            
            2007ASSETSCurrent
                Assets:Cash
            
            $
            100
            
            $
            100Total
                current assets
            
            
            100
            
            
            100TOTAL
                ASSETS
            
            $
            100
            
            $
            100LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                LiabilitiesAccrued
                expenses
            
            $
            12,500
            
            $
            -Advance
                from related party
            
            
            4,009
            
            
            -Total
                current liabilities
            
            
            16,509
            
            
            -Stockholders'
                Equity (Deficit):Preferred
                stock: $0.0001 par value; 10,000,000 shares authorized; no shares
                issued
                or outstanding
            
            
            -
            
            
            -Common
                stock: $0.0001 par value; 50,000,000 shares authorized; 4,000,000
                shares
                issued and outstanding
            
            
            400
            
            
            400Additional
                paid-in capital
            
            
            6,899
            
            
            4,899Accumulated
                deficit
            
            
            (23,708
            )
            
            (5,199
            )Total
                stockholders’ equity (deficit)
            
            
            (16,409
            )
            
            100TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
            
            $
            100
            
            $
            100See
                accompanying notes to the financial
                statements.





F-3




**CAVALIER
      HOLDINGS, INC.**




Statements
      of Operations




For
                the Ten Months Ended December 31,
            
            For
                the Period from February 7, 2007 (Inception) through February
                28,2007
            
            2007Operating
                Expenses:General
                and administrative
            
            $
            18,509
            
            $
            5,199Total
                operating expenses
            
            
            18,509
            
            
            5,199Loss
                before income taxes
            
            
            (18,509
            )
            
            (5,199
            )Provision
                for income taxes
            
            
            -
            
            
            -Net
                loss
            
            $
            (18,509
            )
            $
            (5,199
            )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
            
            
            4,000,000See
                accompanying notes to the financial
                statements.





F-4




**CAVALIER
      HOLDINGS, INC.**




Statement
      of Stockholders’ Equity (Deficit)


For
      the
      Period from February 7, 2007 (Inception) through December 31, 2007




Common
              Shares
            
            Amount
            
            Additional
                Paid-in Capital
            
            Accumulated
              Deficit
            
            TotalBalance,
                February 7, 2007 (inception)
            
            
            4,000,000
            
            $
            400
            
            $
            4,899
            
            $
            -
            
            $
            5,299Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (5,199
            )
            
            (5,199
            )Balance,
                February 28, 2007
            
            
            4,000,000
            
            
            400
            
            
            4,899
            
            
            (5,199
            )
            
            100Contributions
                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
            )




See
      accompanying notes to the financial statements.





F-5




**CAVALIER
      HOLDINGS, INC.**





Statements
      of Cash Flows





For
                the Ten Months Ended December 31,
            
            For
                the Period from February 7, 2007 (Inception) through February
                28,2007
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (18,509
            )
            $
            (5,199
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Increase
                in accrued expenses
            
            
            12,500
            
            
            -Net
                Cash Used in Operating Activities
            
            
            (6,009
            )
            
            (5,199
            )CASH
                FLOWS FROM FINANCING ACTIVITIESAdvance
                from related party
            
            
            4,009
            
            
            -Sale
                of common stock
            
            
            -
            
            
            5,299Contributions
                to capital
            
            
            2,000
            
            
            -Net
                Cash Provided by Financing Activities
            
            
            6,009
            
            
            5,299NET
                CHANGE IN CASH
            
            
            -
            
            
            100CASH
                AT BEGINNING OF PERIOD
            
            
            100
            
            
            -CASH
                AT END OF PERIOD
            
            $
            100
            
            $
            100SUPPLEMENTAL
                SCHEDULE OF CASH FLOW ACTIVITIESCash
                Paid For:Interest
            
            $
            -
            
            $
            -Income
                taxes
            
            $
            -
            
            $
            -




See
        accompanying notes to the financial statements.




F-6




**CAVALIER
      HOLDINGS, INC.**





Notes
      to
      the Financial Statements


December
      31, 2007





NOTE
      1 -
      ORGANIZATION





Cavalier
      Holdings, Inc. (“Cavalier” or the “Company”) was incorporated in the State of
      Delaware on February 7, 2007 to raise equity and search for a
      business **.** The
      Company is currently inactive.





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Change
      in
      Fiscal Year





On
      April
      10, 2008 the Company changed its fiscal year from February 28 to December 31.
      Accordingly, this report includes the results of operations for the ten months
      ended on December 31, 2007.





Cash
      Equivalents





The
      Company considers all highly liquid investments with a maturity of three months
      or less when purchased to be cash equivalents.





Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America (“US GAAP”) requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from those
      estimates.





Fair
      value of financial instruments





The
      carrying amounts reported in the balance sheet for cash, accounts receivable
      and
      accrued expenses approximate fair value based on the short-term maturity of
      these instruments.





Net
      Loss
      Per Common Share





Basic
      net
      loss per common share has been calculated by dividing the net loss for the
      period by the basic weighted average number of common shares outstanding. 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 the period. There were no potentially dilutive shares
      outstanding as of
      December 31, 2007 or February 28, 2007.




F-7





Income
      Taxes





The
      Company accounts for income taxes using the asset and liability method. Under
      this method, income taxes are provided for amounts currently payable and for
      amounts deferred as tax assets and liabilities based on differences between
      the
      financial statement carrying amounts and the tax bases of existing assets and
      liabilities. Deferred income taxes are measured using the enacted tax rates
      that
      are assumed will be in effect when the differences reverse.




Recently
      Issued Accounting Standards





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. 33-8889 on February 1, 2008. Commencing with its
      annual report for the fiscal year ending December 31, 2008, 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.





On
      September 15, 2006, the FASB issued FASB Statement No. 157 *“Fair
      Value Measurements”* (“SFAS
      No. 157”).  SFAS No. 157 defines fair value, establishes a framework
      for measuring fair value and expands disclosures about fair value
      measurements.  SFAS No. 157 is effective as of the beginning of the
      first fiscal year beginning after November 15, 2007.  The Company does
      not anticipate that the adoption of this statement will have a material effect
      on the Company’s financial condition and results of operations.





On
      February 15, 2007, the FASB issued FASB Statement No. 159 *“The
      Fair Value Option for Financial Assets and Financial Liabilities: Including
      an
      amendment of FASB Statement No. 115”* (“SFAS
      No. 159”). SFAS No. 159 permits all entities to elect to measure many financial
      instruments and certain other items at fair value with changes in fair value
      reported in earnings. SFAS No. 159 is effective as of the beginning of the
      first
      fiscal year that begins after November 15, 2007, with earlier adoption
      permitted. The Company does not anticipate that the adoption of this statement
      will have a material effect on the Company’s financial condition and results of
      operations.




F-8





In
      June
      2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3 *“Accounting
      for Nonrefundable Advance Payments for Goods or Services to be Used in Future
      Research and Development Activities”* (“EITF
      Issue No. 07-3”) which is effective for fiscal years beginning after December
      15, 2007.  EITF Issue No. 07-3 requires that nonrefundable advance
      payments for future research and development activities be deferred and
      capitalized.  Such amounts will be recognized as an expense as the
      goods are delivered or the related services are performed.  The
      Company does not expect the adoption of EITF Issue No. 07-3 to have a material
      impact on the financial results of the Company.





In
      December 2007, the FASB issued FASB
      Statement No. 141
      (Revised 2007) *“Business
      Combinations”* (“SFAS
      No. 141(R)”), which requires the Company to record fair value estimates of
      contingent consideration and certain other potential liabilities during the
      original purchase price allocation, expense acquisition costs as incurred and
      does not permit certain restructuring activities previously allowed under
      Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
      purchase accounting.  SFAS No. 141(R) applies prospectively to
      business combinations for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after December
      15, 2008,  except
      for the presentation and disclosure requirements, which shall be applied
      retrospectively for all periods presented. The Company will adopt this standard
      at the beginning of the Company’s year ending December 31, 2008 for all
      prospective business acquisitions. The Company has not determined the effect
      that the adoption of SFAS No. 141(R) will have on the financial results of
      the
      Company.





In
      December 2007, the FASB issued FASB
      Statement No. 160 *“Noncontrolling
      Interests in Consolidated Financial Statements - an amendment of ARB No.
      51”* (“SFAS
      No. 160”), which causes noncontrolling interests in subsidiaries to be included
      in the equity section of the balance sheet.  SFAS No. 160 applies
      prospectively to business combinations for which the acquisition date is on
      or
      after the beginning of the first annual reporting period beginning on or after
      December 15, 2008,  except
      for the presentation and disclosure requirements, which shall be applied
      retrospectively for all periods presented. The Company will adopt this standard
      at the beginning of the Company’s year ending December 31, 2008 for all
      prospective business acquisitions.  The Company has not determined the
      effect that the adoption of SFAS No. 160 will have on the financial results
      of
      the Company.





Management
      does not believe that any recently issued, but not yet effective accounting
      pronouncements, if adopted, would have a material effect on the accompanying
      consolidated financial statements.




F-9





NOTE
      3 -
      GOING CONCERN





The
      accompanying financial statements have been prepared on a going concern basis
      which contemplates the realization of assets and satisfaction of liabilities
      in
      the normal course of business. At December 31, 2007, the Company is
      currently inactive and is seeking merger opportunities. This factor, among
      others, indicates that the Company's continuation as a going concern is
      dependent upon its ability to find a merger candidate. The financial statements
      do not include any adjustments related to the amounts and classification of
      liabilities that might be necessary should the Company be unable to continue
      in
      existence.





NOTE
      4 - ADVANCE
      FROM RELATED PARTY





During
      the ten months ended December 31, 2007, the Company received advances from
      a
      related party in the amount of $4,009, all of which remain outstanding at
      December 31, 2007. The advances are non-interest bearing and are included in
      current liabilities.





NOTE
      5 -
      STOCKHOLDERS’ EQUITY





The
      Company was incorporated as a C corporation on February 7, 2007 at which time
      4,000,000 shares of common stock were issued to the Company’s founders in
      exchange for $5,299.





During
      the ten month period ended December 31, 2007, the Company’s principal
      shareholder paid certain expenses of the Company in the amount of $2,000. This
      amount was recorded as additional contributed capital at December 31,
      2007.




NOTE
      6 -
      INCOME TAXES





At
      December 31, 2007, the Company had net operating loss (“NOL”) carry-forwards for
      Federal income tax purposes of approximately $24,000 that may be offset against
      future taxable income through 2027. 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 $8,000 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.





There
      are
      no significant differences between the Company’s operating results for financial
      reporting purposes than for income tax purposes.




F-10




For
      the
      ten month period ended December 31, 2007 and the period from February 7, 2007
      (inception) through February 28, 2007, the Company applied the Federal statutory
      tax rate of 34%. Deferred income taxes consist of the following:





Ten
                Months Ended
              December
                31, 2007
            
            Period
                From
              February
                7, 2007
              (Inception)
              through
                February 28, 2007Deferred
                tax assetsNet
                operating loss carry-forwards
            
            $
            1,800
            
            $
            —Current
                period provision
            
            
            6,200
            
            
            1,8008,000
            
            
            1,800Valuation
                allowance
            
            
            (8,000
            )
            
            (1,800
            )$
            —
            
            $
            —





F-11