SecProbe.io

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Mail Stop 7010

							September 27, 2005

Gerald W. Williams
Chief Executive Officer
The Cavalier Group
12880 Railway Avenue, Unit 35
Richmond, British Columbia
Canada, V7E 6G4

	Re:	The Cavalier Group
      Amendment No. 1 to Registration Statement on Form SB-2
      Filed September 16, 2005
      File No. 333-127016

Dear Mr. Williams:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General
1. Please note the updating requirements of Item 310(g) of
Regulation
S-B.  Unless this Form SB-2/A goes effective by October 13, 2005,
you
will need to update your financial statements to include interim
financial information ending within 135 days of your effective
date.
2. We reissue prior comment 3. Since you do not have reserves,
remove
all references in the document that use the term "mining,"
"mineral"
or "mining operations," or any term that can imply mineral
production,
such as "operations" or "operating."
Registration Statement Cover Page

3. We reissue prior comment 6. Please add the registration
statement
file number.

4. We note your response to prior comment 8. Please also insert
the
number of shares rather than the dollar amount to be registered in
the
total row for the second column.

Summary of Prospectus, page 6

5. We note your response to prior comment 9. Please disclose in
this
section what you will do if you do not find gold.

Determination of the Offering Price, page 17

6. We note your response to prior comment 15. Please revise
throughout
the filing as applicable to change the term "arms length
individuals"
and note the relationships you mention in your response letter.

Plan of Distribution, page 20

7. We note your response to prior comment 16.  The Rule 3a4-1
restriction period begins at the end of the last offering in which
the
associated person participated on behalf of any issuer during the
preceding twelve months. We do not agree that that because each of
Stallion and Cavalier offered securities only once in a twelve
month
period that Gerald Williams is exempt from registration as a
broker-
dealer. Please advise.

Selling Shareholders, page 23

8. We note your response to prior comments 18 and 19. Please
revise
the section after the selling shareholder table to disclose the
relationships of each of the selling shareholders to Gerald
Williams.

Directors and Executive Officers, page 24

9. We note the revised disclosure in response to prior comment
number
10 that work has recently commenced on the first phase of
exploration
for the Stallion Group.  Please describe in more detail the work
that
has been done and when it was commenced.  Furthermore, in your
reference to Alton Ventures you state that Alton commenced
operation
in 2001 and that it has just commenced phase I exploration work,
which
appears inconsistent.  Please revise.

10. We note your response to prior comment 20. However, under the
Conflicts of Interest section, you still give the impression that
you
are either currently involved in preparing for mineral production
or
are currently in mineral production. Revise your disclosure to
clarify
that you may be involved with "exploration" and remove all
references
that use the term "mining" or "mining operations," or any term
that
can imply mineral production.

Management`s Discussion, Analysis of Financial Condition and
Results
of Operations, page 35

11. We note the disclosure added in response to prior comment 9.
Please disclose what activities, if any, will be conducted by the
company prior to the commencement of phase I.

Description of the Property under Option, page 39

12. We reissue prior comment 24. Describe only geology, history or
exploration results that are directly related to the properties
that
you have the right to explore.

13. We note your response to prior comment 26; however, you still
employ many technical terms and jargon throughout this section
that
may be confusing and difficult for an average reader to
understand.
Please revise.

Previous Work, page 37

14. We reissue prior comment 27. Describe only geology, history or
exploration results that are directly related to your claims.  If
true, disclose that no previous work has been performed by any
party
on your claims.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jenn Do at (202) 551-3743 or in her absence,
Nate Cheney at (202) 551-3714 if you have questions regarding
comments
on the financial statements and related matters.  Please contact
Brigitte Lippmann at (202) 551-3713 or in her absence, Chris
Edwards
at (202) 551-3742 or me at (202) 551-3760 with any other
questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Brian McDonald, Esq.
	5781 Cranley Drive
	West Vancouver, British Columbia
	Canada V7W 1T1

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Gerald W. Williams
The Cavalier Group
September 27, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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