SecProbe.io

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Mail Stop 7010

							October 26, 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. 2 to Registration Statement on Form SB-2
      Filed October 12, 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.

Summary Information about The Cavalier Group, page 6

1. You state that August 31, 2005 is the date of the most recent
audited financial statements.  However, the accompanying financial
statements for the three months ended August 31, 2005 are
unaudited.
Please revise.

Dilution of the Price You Pay for Your Shares, page 18

2. We note your response to prior comment 6. Please change the
term
"eight arms length individuals" and note the relationships you
mention
in your response letter dated September 16, 2005.
3. You state that your net book value prior to the offering, based
on
the August 31, 2005 financial statements, was $20,077 or
approximately
$0.0031 per common share.  However, it appears that your net book
value is $14,077, which represents your net assets reduced by your
intangible deferred offering costs of $5,000.  Accordingly, your
per
common share amount would also change to $0.0022.  Please revise
this
section and the appropriate lines of the accompanying Dilution
Table,
and elsewhere as necessary throughout the document.

Plan of Distribution, page 20

4. We note your response to prior comment 7.  We would not object
if
the company finds another person to conduct the offering who does
qualify for the Rule 3a4-1 exemption, if Mr. Williams represents
to us
that he will not participate in the offering, or you can withdraw
the
registration statement and refile it when Mr. Williams becomes
eligible to use the exemption.

August 31, 2005 Financial Statements

Note 1: Basis of Presentation, page F-15

5. You state that the condensed financial statements presented
have
been prepared by you in accordance with the accounting policies in
your audited financial statements for the period ended May 31,
2005 as
filed in your Form 10-KSB.  However, we note no such Form 10-KSB
has
been filed.  Revise your document accordingly.

      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
October 26, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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