As Filed With the Securities and Exchange Commission on July 4, 2007
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE STALLION GROUP
(Name of Small Business Issuer in its Charter)

Nevada	1311	98-0429182
(State or Other Jurisdiction of	(Primary Standard Industrial	(IRS Employer
Incorporation or Organization)	Classification Code Number)	Identification Number)

#604 – 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8
(604) 662-7901
(Address and telephone number of principal executive offices)

(Name, address and telephone number of	Send Correspondence to:
agent for service)
	The Stallion Group
Corporate Advisory Services, Inc.	c/o Kulwant Sandher, CFO
251 Jeanell Drive, Suite 33	#604 – 700 West Pender Street,
Carson City, Nevada	Vancouver, British Columbia, Canada,
98703	V6C 1G8
(775) 882-5121	(604) 662-7901
	Fax: (604) 602-1625

Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock	22,831,496(1)	$0.68	$15,525,417.28	$476.65

(1)	Represents 14,071,748 issued shares of common stock currently held by the selling shareholders and 8,759,748 shares of common stock that may be acquired by selling shareholders upon exercise of warrants.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended based on the average of the high and low price of the registrant’s common stock on June 28, 2007 as reported on the OTC Bulletin Board.

This registration statement also covers additional common stock that shall become issuable by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of common stock.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this Prospectus is not complete and will be amended and completed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold, nor may offers to buy be accepted, until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any state, province or other jurisdiction where the offer or sale would be unlawful.

PROSPECTUS

22,831,496 Shares of Common Stock of The Stallion Group
that may be offered for sale by Selling Stockholders

We are registering 22,831,496 shares of common stock of The Stallion Group that may be offered for sale by the selling stockholders named herein. The shares that may be sold hereunder consist of 14,071,748 shares of our common stock previously issued to the selling stockholders, and 8,759,748 shares of our common stock that may be issued to the selling stockholders upon exercise of warrants held by them. We will receive no proceeds from the sale of the shares by the selling stockholders.

Our common stock is quoted on the OTC Bulletin Board under the trading symbol “SLGR”. On June 28, 2007, the closing bid price of our common stock was $0.62.

Investing in the common stock involves certain risks. See "Risk Factors" starting at page 2.

OUR BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR COMMON STOCK WILL ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD INVEST IN OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. YOU SHOULD CAREFULLY CONSIDER THE VARIOUS RISK FACTORS DESCRIBED BEGINNING ON PAGE 2 BEFORE INVESTING IN OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is July 4, 2007.

TABLE OF CONTENTS
PROSPECTUS SUMMARY	1
RISK FACTORS	2
Risks Associated with our Oil & Gas Operations	2
Risks Associated with our Company	5
Risks Associated with the Offering	6
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	7
USE OF PROCEEDS	7
DETERMINATION OF OFFERING PRICE	8
SELLING SHAREHOLDERS	8
PLAN OF DISTRIBUTION	10
LEGAL PROCEEDINGS	12
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	13
DESCRIPTION OF SECURITIES	14
INTEREST OF NAMED EXPERTS AND COUNSEL	15
LEGAL MATTERS	16
EXPERTS	16
INDEMNIFICATION OF DIRECTORS AND OFFICERS	16
ORGANIZATION WITHIN LAST FIVE YEARS	17
DESCRIPTION OF BUSINESS	17
PLAN OF OPERATION	26
DESCRIPTION OF PROPERTY	28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	28
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS	29
EXECUTIVE COMPENSATION	30
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS	31
FINANCIAL STATEMENTS
Unaudited Financial Statements as at February 28, 2007	F-1
Audited Financial Statements as at May 31, 2006	A-1

SUMMARY INFORMATION

This summary provides an overview of selected information contained in this prospectus. It does not contain all the information you should consider before making a decision to purchase the Shares we or our selling shareholders are offering. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements and all other information that is incorporated by reference in this prospectus.

Summary Information about The Stallion Group

We are engaged in the exploration, development and production of oil and natural gas resources. To date our involvement in the oil and natural gas industry has been through a 30% participating interest in two drill programs on the Wilcox and Frio formations located in Mississippi and Louisiana. We have contributed a total of $1,200,000 to the drill programs which are currently ongoing. As at the date of this prospectus, we are receiving revenues from sales of natural gas produced from one well on the Frio formation known as the Red Bug Well, in which we hold a 24% net revenue interest. Production and sale of natural gas from the Red Bug Well commenced in January of 2007.

In May 2004 we entered into an option agreement to acquire a 100% interest in 4 mining claims located in British Columbia, Canada. After incurring expenditures on an initial work program, we determined to proceed with opportunities in the oil and gas business and allow the option on the mining claims to lapse.

We were incorporated in the State of Nevada on January 9, 2004. Our administrative office is located at #604 – 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8, , telephone (604) 662-7901 and our registered office is located at 251 Jeanell Drive, No. 3, Carson City, Nevada 89703.

Selected Financial Data

The following table describes certain of our summary financial data. The data presented below has been derived from the audited and unaudited financial statements included elsewhere in this prospectus. You should read this information together with the financial statements and the notes to those statements and the information under "Management's Discussion and Analysis".

Consolidated Statement of Operations Data

	Year ended May 31, 2006 $ (Audited)	9 month period ended February 28, 2007 $ (Unaudited)
Revenues	Nil	Nil
Expenses	59,304	347,377
Net loss for the period	(59,304)	(344,568)
Net loss per share(1)	(0.01)	(0.01)

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Consolidated Balance sheet data

	As at May 31, 2006 $(Audited)	As at February 28, 2007 $(Unaudited)
Cash and cash equivalents	22,100	293,315
Working capital	18,744	280,429
Total assets	22,544	1,197,201
Current liabilities	3,800	20,092
Total liabilities	3,800	20,092
Total accumulated deficit	(84,516)	(530,876)

The Offering

The selling shareholders may offer and sell all or any portion of the following shares:

i)	Represents 14,071,748 issued shares of common stock currently held by the selling shareholders; and
ii)	8,759,748 shares of common stock that may be acquired by selling shareholders upon exercise of warrants.

The shares may be offered and sold in one or more transactions through a variety of methods, including in ordinary market transactions at prevailing market prices or in privately negotiated transactions.

We will not receive any of the proceeds from the sale of the common stock, however we will receive the proceeds from the exercise by the selling shareholders of the warrants.

As at June 28, 2007, we had 70,380,748 shares of our common stock issued and outstanding on our record books as maintained by our transfer agent. An aggregate of 8,759,748 shares are reserved for issuance upon the exercise of outstanding warrants, and 1,880,000 are reserved for issuance upon the exercise of outstanding stock options.

RISK FACTORS

You should carefully consider each of the following risk factors and all of the other information provided in this prospectus and attached hereto before purchasing our common stock. The risks described below are those we currently believe may materially affect us. Our future development is and will continue to be dependent upon a number of factors. You should carefully consider the following information as well as the more detailed information concerning our Company contained elsewhere in this prospectus before making any investment. An investment in our common stock involves a high degree of risk, and should be considered only by persons who can afford to lose the entire amount of their investment.

Risks Associated with our Oil & Gas Operations

The properties on which we have a participating interest do not have confirmed reserves. Reserve estimates depend on many assumptions that may turn out to be inconclusive, subject to varying interpretations, or inaccurate.

None of the exploration programs in which we currently hold a participating interest currently has an independent report confirming the existence and quantity of oil and natural gas reserves. We may in the

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future receive such reports, however estimates of natural gas and oil reserves are based upon various assumptions, including assumptions relating to natural gas and oil prices, drilling and operating expenses, availability of equipment, capital expenditures, ownership and title, taxes and the availability of funds. The process of estimating natural gas and oil reserves is complex. It requires interpretations of available geological, geophysical, engineering and economic data for each reservoir. Therefore, these estimates are inherently imprecise. In addition, any reserve data assumes that significant capital expenditures will be incurred to develop those reserves and there is no guarantee that we, or our participating group members will be able to fund the development of such reserves.

Market conditions or operation impediments may hinder our access to natural gas and oil markets or delay our production.

The marketability of production from wells in which we now hold, or in the future may hold, an interest in depends in part upon the availability, proximity and capacity of pipelines, natural gas gathering systems and processing facilities. This dependence is heightened where this infrastructure is less developed. Therefore, if drilling results are positive in certain areas, a new gathering system would need to be built to handle the potential volume of gas produced. Our property operator might be required to shut in wells, at least temporarily, for lack of a market or because of the inadequacy or unavailability of transportation facilities. If that were to occur, we would be unable to realize revenue from those wells until arrangements were made to deliver production to market.

In general, the ability to produce and market natural gas and oil from properties in which we hold an interest is affected and also may be harmed by: the lack of available drilling rigs; the lack of pipeline transmission facilities or carrying capacity; government regulation of natural gas and oil production; government transportation, tax and energy policies; changes in supply and demand; and general economic conditions.

A substantial or extended decline in natural gas and oil prices may adversely affect our ability to meet our capital expenditure obligations and financial commitments.

Our current and expected future revenues, operating results and rate of growth are substantially dependent upon the prevailing prices of, and demand for, natural gas and oil. Declines in the prices of, or demand for, natural gas and oil will likely adversely affect our financial condition, liquidity, ability to finance planned capital expenditures and results of operations. Lower natural gas and oil prices may also reduce the amount of natural gas and oil that can be produced economically from wells in which we hold an interest. Historically, natural gas and oil prices and markets have been volatile, and they are likely to continue to be volatile in the future. Natural gas and oil prices are subject to wide fluctuations in response to relatively minor changes in the supply of, and demand for, natural gas and oil, market uncertainty and a variety of additional factors that are beyond our control. Among the factors that could cause this fluctuation are: changes in supply and demand for natural gas and oil; levels of production and other activities of the Organization of Petroleum Exporting Countries, or OPEC, and other natural gas and oil producing nations; market expectations about future prices; the level of global natural gas and oil exploration, production activity and inventories; political conditions, including embargoes, in or affecting other oil producing activity; and the price and availability of alternative fuels. If natural gas or oil prices decline significantly for extended periods of time in the future, we might not be able to generate enough cash flow from operations to meet our obligations and make planned capital expenditures.

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Drilling for and producing natural gas and oil are high-risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations.

Our future success depends on the success of our exploration, development and production activities, which currently is limited to our participating interest in exploration and development activities on the Frio-Wilcox exploration program. These activities are subject to numerous risks beyond our control, including the risk that future exploratory wells will not produce any commercially productive natural gas or oil reservoirs. The cost of drilling, completing and operating wells is often uncertain before drilling commences. Overruns in budgeted expenditures are common risks that can make a particular project uneconomical. Accordingly we could incur losses by drilling unproductive wells.

Further, many factors may curtail, delay or prevent drilling operations, including: unexpected drilling conditions; pressure or irregularities in geological formations; equipment failures or accidents; drilling company personnel failures or accidents; pipeline and processing interruptions or unavailability; title problems; adverse weather conditions; lack of market demand for natural gas and oil; delays imposed by or resulting from compliance with environmental and other regulatory requirements; shortages of or delays in the availability of drilling rigs and the delivery of equipment; and reductions in natural gas and oil prices. Delays in drilling activity would result in delays in receiving additional revenues and may affect our results of operations for the affected fiscal periods.

Competition in the oil and gas industry is intense, and many of our competitors have greater financial, technological and other resources than we do, which may adversely affect our ability to compete.

We operate in the highly competitive areas of oil and gas exploration, development and acquisition with a substantial number of other companies. We face intense competition from independent, technology-driven companies as well as from both major and other independent oil and gas companies in each of the following areas: seeking oil and gas exploration licenses and production licenses; acquiring desirable producing properties or new leases for future exploration; marketing natural gas and oil production; integrating new technologies; and acquiring the equipment and expertise necessary to develop and operate properties. Many of our competitors have substantially greater financial, managerial, technological and other resources. These companies might be able to pay more for exploratory prospects and productive oil and gas properties and may be able to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. To the extent competitors are able to pay more for properties than we are able to afford, we will be at a competitive disadvantage. Further, many competitors may enjoy technological advantages and may be able to implement new technologies more rapidly. Our ability to explore for natural gas and oil prospects and to acquire additional properties in the future will depend upon its ability to successfully conduct operations, implement advanced technologies, evaluate and select suitable properties and consummate transactions in this highly competitive environment.

Shortages of rigs, equipment, supplies and personnel could delay or otherwise adversely affect our cost of operations or our ability to operate according to our business plans.

Drilling activity in the United States has increased significantly in the recent years due to increases in oil and natural gas prices, creating a situation where a shortage of drilling and completion rigs, field equipment and qualified personnel could develop. The costs associated with exploratory and development activity have sharply increased as a result. In general the increased demand for oil and gas services will mean potential delays and increased costs associated with drilling on properties in which we have an interest, which would be delay and reduce any potential revenues to us from such properties.

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To the extent that we establish natural gas and oil reserves, we will be required to replace, maintain or expand our natural gas and oil reserves in order to prevent our reserves and production from declining, which would adversely affect cash flows and income.

In general, production from natural gas and oil properties declines over time as reserves are depleted, with the rate of decline depending on reservoir characteristics. If we establish reserves, of which there is no assurance, and are not successful in our subsequent exploration and development activities or in subsequently acquiring properties containing proved reserves, our proved reserves will decline as reserves are produced. Our future natural gas and oil production is highly dependent upon our ability to economically find, develop or acquire reserves in commercial quantities. To the extent cash flow from operations is reduced, either by a decrease in prevailing prices for natural gas and oil or an increase in finding and development costs, and external sources of capital become limited or unavailable, our ability to make the necessary capital investment to maintain or expand our asset base of natural gas and oil reserves would be impaired. Even with sufficient available capital, our future exploration and development activities may not result in additional proved reserves, and we might not be able to drill productive wells at acceptable costs.

We have not verified the legal status of the title to the properties in which we hold an interest, and accordingly there is a risk that we may not have a perfected interest.

We rely on the operator to register our interests in any wells drilled by the operator pursuant to the participating agreement, and we do not independently verify that our interests are legally valid. To the extent that there are any defects in our interest, including the underlying title, lease or license, we may lose our interest in the properties or may have to incur additional expense to rectify any defects.

Risks Associated with our Company

Our future growth requires that we continue to raise funding in order to participate in future exploration activities. There is a risk that we will not be able to raise the required funding.

Our operations are limited to participating in oil and gas exploration and development activity being undertaken by an oil and gas operating company. Our current participation agreement requires that we fund our 30% share of ongoing exploratory activity on the Frio and Wilcox formations, including a proposed 16 well exploration program. In order to preserve our participating interest, we will be required to raise our pro-rata portion of the program costs. Our current cash flows from our participating interests in natural gas wells are insufficient to fund our plan to participate in further exploratory wells, which means we will have to rely on existing cash or seek other sources of funding. There is no guarantee that we will be successful at raising funds to cover our participation in future exploration activities, and we may lose the right to participate in those activities including any revenues from wells developed as a result of those activities.

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

Our financial statements for the financial year ended May 31, 2006 were prepared assuming that we will continue our operations as a going concern. We were incorporated on January 9, 2004, and we do not have a history of earnings. As a result, our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

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Management will devote only a limited amount of time to Stallion's business. Failure of our management to devote a sufficient amount of time to our business operations will adversely affect the success of our business.

Because Mr. Sandher and Mr. Paton-Gay, our board of directors and officers, will each be devoting only 25% of their time to our operations our business may suffer. As a result, exploration of new oil and gas properties may be periodically interrupted or suspended. Interruptions to or suspension of our exploration program will cause us to cease operations.

A single shareholder controls 42.83% of our common stock which provides him with the ability to control our company, including acts that may not be in the best interests of all shareholders including the ability to deter changes in control.

Gerald W. Williams, a former director and senior officer of the company, holds 30,000,000 shares of our common stock, representing 42.83% of the Company’s current issued and outstanding voting shares. As a result, such person has the ability to control most matters submitted to our stockholders for approval, including the election and removal of directors, and to control the management and affairs of the company. Such concentration of ownership may have the effect of delaying, deferring or preventing a change in control of the company, impeding a merger, consolidation, takeover or other business combination or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the company, which limits the ability of our stockholders to participate in opportunities that may increase the value of their stock.

Risks Associated with the Offering

Sales of a substantial number of shares in the Offering may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize the current trading price of our common stock.

This registration statement covers the resale of 22,831,496 shares of common stock of the Company that were previously subject to restrictions on resale. If the Selling Stockholders sell significant amounts of our stock, our stock price could drop. Even a perception by the market that the Selling Stockholders will sell in large amounts after the registration statement is effective could place significant downward pressure on our stock price.

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. We do not intend to register our securities in any state. Accordingly if no exemption is available for secondary trading of our common stock in any particular state, it may be difficult for any residents of that state to be offered or to purchase our common stock. The limitation on secondary trading imposed by state securities laws may reduce the liquidity for the common stock.

We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of 1,200,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock

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held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

Our common stock is subject to penny stock regulation.

Because of U.S. rules that apply to shares with a market price of less than $5.00 per share, known as the “penny stock rules”, investors in this offering will find it more difficult to sell their securities in the through a U.S. broker dealer. The penny stock rules will probably apply to trades in our shares. These rules in most cases require a broker-dealer to deliver a standardized risk disclosure document to a potential purchaser of the securities, along with additional information including current bid and offer quotations, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer’s account, and to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some discussions in this prospectus may contain forward-looking statements that involve risks and uncertainties. These statements relate to future events or future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this prospectus. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions or words which, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements by terminology such as "may", "will", "should", "plans", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the "Business" section and the "Plan of Operation” section, as well as those discussed elsewhere in this prospectus.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of our common stock by the selling shareholders, however, we will receive the proceeds upon exercise of their common stock purchase warrants to acquire 8,759,748 shares of common stock. Because the timing of our receipt of the proceeds from the exercise of the warrants is uncertain, we have not allocated those funds to any particular use.

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DETERMINATION OF OFFERING PRICE

The selling shareholders may offer and sell their common stock at such times and in such manner as they may determine. The types of transactions in which the common stock are sold may include privately negotiated transactions or transaction at the market. Such transactions may or may not involve brokers or dealers. The selling shareholders do not have an underwriter or coordinating broker acting in connection with the proposed sale of the common stock. We will pay certain transfer agent expenses, our legal and audit expenses, SEC filing fees and other minor incidental expenses in connection with offers and sales by the selling shareholders. We will not pay for other expenses of the selling shareholders such as broker dealer or underwriter commissions.

Any commissions or profits that broker-dealers or agents receive from the resale of the shares they purchase may be deemed to be underwriting commissions and discounts under the federal securities rules and regulations. Any selling shareholder, broker-dealer or agent that is involved in this offering may be deemed to be an underwriter. None of the selling security holders are broker-dealers nor are any affiliates of broker-dealers.

SELLING SHAREHOLDERS

The selling shareholders named in this prospectus are offering 14,071,748 shares of common stock and 8,759,748 shares of common stock underlying warrants, for a total of 22,831,496 shares. The shares and warrants were acquired by the selling shareholders in offerings completed by us in August of 2006 and February of 2007. The August 2006 offering resulted in the issuance of 9,305,160 units at a price of $0.05 per unit, with each unit consisting of a share and warrant, the warrant being exerciseable for two years to acquire an additional share at a price of $0.10. The February 2007 offering resulted in the issuance of 2,110,588 units at a price of $0.425 per unit, with each unit consisting of a share and a warrant, the warrant being exerciseable for two years to acquire an additional share at a price of $0.425. The units were offered and sold to the selling shareholders in private transactions pursuant to the exemption from the registration provided by Regulation S of the Securities Act. The foregoing unit and share numbers and corresponding prices are as adjusted to reflect a subsequent share split that was effective on April 17, 2007.

The following table provides as of the date of this prospectus certain information regarding the beneficial ownership of our common stock held by each of the selling shareholders, as currently known by us based on an examination of our records including the stockholder ledger maintained by our transfer agent.

Name of Selling Shareholder	Shares Owned Prior to this Offering	Percent of Total Issued and Outstanding Owned Prior to this Offering(3)	Number of Shares to be Offered	Shares Issuable upon Conversion of Warrants	Total Shares Registered	Number of Shares Owned by Selling Shareholders After Offering and Percent of Total Issued and Outstanding
						# of Shares	% of Class
Kulwant Sandher(1)	360,000(2)	1.92%	360,000	360,000	720,000	Nil	Nil
Garth Bruan	1,590,000	4.44%	1,590,000	1,590,000	3,180,000	Nil	Nil

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CAB Financial Services	1,590,000	4.44%	1,590,000	1,590,000	3,180,000	Nil	Nil
Vencap Finance Ltd.	1,857,580	2.65%	1,857,580	1,580	1,859,160	Nil	Nil
O&G Consult Ltd.	1,590,000	4.44%	1,590,000	1,590,000	3,180,000	Nil	Nil
Caverly Management Inc.	3,116,000	6.47%	3,116,000	1,516,000	4,632,000	Nil	Nil
Fontain Bleu Finance	2,328,168	3.97%	2,328,168	472,168	2,800,336	Nil	Nil
Rush & Co. For Bank Sal Oppenhiem JR. & CIE (Switzerland) Ltd.	1,640,000	4. 58%	1,640,000	1,640,000	3,280,000	Nil	Nil
TOTAL	14,071,748		14,071,748	8,759,748	22,831,496	Nil	Nil

(1)	Kulwant Sandher is our Chief Financial Officer and a Director.
(2)	Excludes 780,000 shares of common stock issuable upon exercise of vested options.
(3)	Includes outstanding options and warrants held by each selling shareholder. Shares of common stock subject to warrants or options exercisable within 60 days as of the date of this prospectus are deemed outstanding for computing the percentage ownership of the stockholder holding warrants, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Percentage of ownership is based on 70,380,748 shares of common stock outstanding as of June 28, 2007.

Each selling shareholder may offer all or part of the shares owned for resale from time to time. A selling shareholder is under no obligation, however, to sell any shares immediately pursuant to this prospectus, nor are the selling shareholders obligated to sell all or any portion of the shares at any time. Therefore, no estimate can be given by us as to the number of shares of common stock that will be sold pursuant to this prospectus or the number of shares that will be owned by the selling shareholders upon termination of the offering.

To the best of our knowledge, the named parties in the table beneficially own and have sole voting and investment power over all shares or rights to their shares. Also in calculating the number of shares that will be owned upon completion of this offering, we have assumed that none of the selling shareholders sells shares not being offered in this prospectus or purchases additional shares and have assumed that all shares being offered by the selling shareholders are sold.

Except as indicated above, none of the selling shareholders or their beneficial owners has had a material relationship with us other than as a shareholder at any time within the past three years, has ever been one of our officers or directors, or is a broker-dealer registered under the United States Securities Exchange Act, or an affiliate of such a broker-dealer.

We may require the selling stockholders to suspend the sales of the securities offered by this prospectus upon the occurrence of any material event that requires the changing of statements in this prospectus or related registration statement in order to make statements in those documents not misleading. We will file a post-effective amendment to the registration statement to reflect any such material changes.

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PLAN OF DISTRIBUTION

Offering by the Selling Shareholders

The selling shareholders may sell their shares in privately negotiated transactions. The selling shareholders may sell their shares directly to purchasers or to or through broker-dealers, which may act as agents or principals. These broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling shareholders. They may also receive compensation from the purchasers of Shares for whom such broker-dealers may act as agents or to whom they sell as principal, or both. None of the selling security holders are broker-dealers nor are any affiliates of broker-dealers.

Duties of the Selling Shareholders

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of their common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock and, therefore, be considered to be an underwriter, they must comply with applicable law and may, among other things:

• Not engage in any stabilization activities in connection with our common stock;

• Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

• Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the securities Exchange Act.

Regulation M

We have advised the selling shareholders that while they are engaged in a distribution of the shares included in this prospectus they are required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the selling shareholders, any affiliated purchasers, and any broker-dealer or other person who participates in such distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the Shares offered in this prospectus.

Costs of registration of common stock

Stallion is bearing all costs relating to the registration of the common stock. Any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock by the selling shareholders will, however, be borne by such selling shareholders or by another party selling such common stock.

Penny Stock Rules

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the

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NASDAQ system provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to the penny stock rules.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

• contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
• contains a description of the broker's or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements;
• contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;
• contains a toll-free telephone number for inquiries on disciplinary actions;
• defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
• contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer:

• with bid and offer quotations for the penny stock;
• the compensation of the broker-dealer and its salesperson in the transaction;
• the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
• monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Blue Sky Restrictions on Resale

If a selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling stockholders will also need to comply with state securities laws, also known as “Blue Sky laws,” with regard to secondary sales. All states offer a variety of exemptions from registration of secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor’s. The broker for a selling stockholder will be able to advise the stockholder as to which states have an exemption for secondary sales of our common stock.

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Any person who purchases shares of our common stock from a selling stockholder pursuant to this prospectus, and who subsequently wants to resell such shares will also have to comply with Blue Sky laws regarding secondary sales.

LEGAL PROCEEDINGS

We have not received notice of any actual or potential legal proceedings against us, and we have not commenced, and have no current plans to undertake, any legal proceedings against any third party.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

Each of our directors and officers is elected by the shareholders to a term of one (1) year and serves until his or her successor is elected and qualified, or until he or she resigns or is removed from office. The board of directors has no nominating or compensation committees.

The name, age and position of our present officers and directors are as set forth below:

Name and Address	Age	Position(s)	Date first elected/appointed
Christopher Paton-Gay	48	Chief Executive Officer, Chairman and a member of the Board of Directors	July 19, 2006
Kulwant Sandher	45	Chief Financial Officer, Secretary and a member of the Board of Directors	April 17, 2006

Christopher Paton-Gay has been a director and Chairman of our company since July 19, 2006, and will be spending approximately 25% of his time on the affairs of the company. Mr. Paton-Gay has been active in the oil and gas business in Alberta, Canada and the United States over the past two decades. Over the past twenty years, he has founded and been chairman and president of two private oil and gas companies in addition to sitting on many corporate and public sector governance boards. He has also served as one of the founding Directors of the Explorers and Producers Association of Canada. Mr. Paton-Gay is also a director or officer of Turner Valley Oil & Gas Inc.

Kulwant Sandher has been a director and CFO of the company since April 17, 2006, and will be spending approximately 25% of his time on the affairs of the company. Mr. Sandher is a Chartered Accountant with 14 years experience in finance and operational management, as well as management consulting with a number of companies, including Maximizer Technologies, Serebra Learning Corporation and Wang Europe, B.V. Before his involvement with the Stallion Group, he was Chief Financial Officer and Chief Operating Officer for Marketrend Interactive. Mr. Sandher is a member of the Institute of Chartered Accountants in England & Wales as well as a member of the Canadian Institute of Chartered Accountants. He has an engineering degree in avionics and has extensive experience in operating public companies. Mr. Sandher is also a director and CFO of Turner Valley Oil & Gas Inc. and CFO of Delta Oil & Gas Inc.

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Conflicts of Interest

Mr. Paton-Gay and Mr. Sandher are presently, and may in the future continue to be, directors, officers or consultants of other entities in the oil and gas businesses and such involvement could create a potential for a conflict of interest. Such entities could begin operating oil and gas properties and may participate in the same properties as we are participating in. Mr. Paton-Gay and Mr. Sandher could be presented exploration or participation opportunities which could be presented to another entity in which they are involved instead of to us. As a result, there may be situations which involve a conflict of interest. Mr. Paton-Gay and Mr. Sandher will attempt to avoid dealing with such other companies in such situations where conflicts might arise and will also disclose all such conflicts and will govern themselves in respect thereof to the best of their abilities. In any event, it would be incumbent upon Mr. Paton-Gay and Mr. Sandher to notify Stallion and the other boards of directors that may be involved of their conflict of interest and to abstain themselves from voting on that subject matter.

To comply with the requirements of the Sarbanes Oxley Act of 2002, the Board of Directors, on June 15, 2004, adopted a Code of Business Conduct and Ethics. Stallion's Code of Business Conduct and Ethics embodies our commitment to such ethical principles and sets forth the responsibilities of Stallion and its officers and directors to its shareholders, employees, customers, lenders and other stakeholders. Our Code of Business Conduct and Ethics addresses general business ethical principles, conflicts of interest, special ethical obligations for employees with financial reporting responsibilities, insider trading rules, reporting of any unlawful or unethical conduct, political contributions and other relevant issues.

Significant Employees

We have no employees other than Mr. Paton-Gay and Mr. Sandher.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owner and Management

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by present owners of 5% or more of our total outstanding Shares and by each of our directors, officers and key employees, individually and as a group. The shareholder(s) listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

Title of Class	Name of Beneficial Owner	Amount & Nature of Beneficial Ownership	Percentage of Class[3]
Common stock	Gerald W. Williams	30,000,000 direct	42.63%
Common stock	Kulwant Sandher	1,350,000[1] direct	1.92%
Common stock	Christopher Paton-Gay	1,200,000[2] direct	1.71%

[1] Includes 630,000 shares underlying stock options and 380,000 shares underlying warrants, which are not currently outstanding but which may be acquired within sixty (60) days.
[2] Represents 1,200,000 shares not currently outstanding but which may be acquired within sixty (60) days through the exercise of outstanding stock options.
[3] Calculated based on 70,380,748 shares issued and outstanding as at May 7, 2007.

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Changes in Control

Presently control of the company can be exercised by Gerald W. Williams, who controls 42.63% of our voting shares. We do not anticipate at this time any changes in control. There are no arrangements either in place or contemplated which may result in a change of control. There are no provisions within our Articles or Bylaws that would delay or prevent a change of control.

DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital consists of 1,200,000,000 shares of common stock, par value $0.001 per share. As at June 28, 2007, we had 70,380,748 shares of common stock issued and outstanding. The following is a summary of certain features of our common stock.

The holders of our common stock:

• have equal rateable rights to dividends from funds legally available therefor, when, as and if declared by our board of directors;

• are entitled to share rateably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

• do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

• are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.

The common stock are not subject to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the common stock and they all rank at equal rate or "pari passu", each with the other, as to all benefits, which might accrue to the holders of the common stock. All registered shareholders are entitled to receive a notice of any general annual meeting to be convened.

To the knowledge of the management of Stallion, at the date hereof, Gerald W. Williams, a former director and a current shareholder, is the only person to exercise control, directly or indirectly, over more than 10% of Stallion's outstanding common stock.

Non-cumulative voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Cash dividends

We have not paid any cash dividends to shareholders and do not have any current plans to pay cash dividends. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic and other pertinent conditions.

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Stock transfer agent

The stock transfer agent for our securities is Pacific Stock Transfer Company, 500 E. Warm Springs Road, Suite 240, Las Vegas, Nevada 89119; the telephone number is (702) 361-3033 and the facsimile number is (702) 433-1979.

Stock Options

We have reserved 6,000,000 shares of our common stock for the grant of stock options pursuant to our 2006 Stock Option Plan. As at June 28, 2007 a total of 2,350,000 stock options were outstanding under the Plan.

Warrants

As at June 28, 2007 we had a total of 8,759,748 shares of common stock underlying outstanding warrants. The warrants were issued by us in offerings completed in October of 2006 and February/March of 2007. The warrants issued in October 2006 are exerciseable until August 1, 2008 to acquire a share at a price of $0.10. The warrants issued in February/March 2007 are exerciseable until December 1, 2008 to acquire an additional share at a price of $0.50. The foregoing share numbers and exercise prices are as adjusted to reflect a subsequent share split that was effective on April 17, 2007.

Restricted Securities

As at June 28, 2007 there were 45,031,748 shares of our common stock that are subject to restrictions on resale, including pursuant to Rule 144. Of those shares, 30,000,000 are held by Gerald W. Williams, a former director, and 14,071,748 are held by the selling shareholders named in this prospectus. The shares issued to Gerald W. Williams may be considered underwriter stock, and accordingly may be subject to restrictions on resale other than pursuant to Rule 144.

Securities that are restricted securities under Rule 144 include securities acquired in certain unregistered, private sales from the issuer or from an affiliate of the issuer. Under Rule 144 a shareholder, including an affiliate of our company, may sell shares of common stock after at least one year has elapsed since such shares were acquired from us or an affiliate of our company. Rule 144 further restricts the number of shares of common stock which may be sold within any three-month period to the greater of one percent of the then outstanding shares of common stock or the average weekly trading volume in the common stock during the four calendar weeks preceding the date on which notice of such sale was filed under Rule 144. Certain other requirements of Rule 144 concerning availability of public information, manner of sale and notice of sale must also be satisfied. In addition, a shareholder who is not an affiliate of our company, and who has not been an affiliate of our company for 90 days prior to the sale, and who has beneficially owned shares acquired from our company or an affiliate of our company for over two years may resell the shares of common stock without compliance with the foregoing requirements under Rule 144.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingent basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $50,000, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected

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with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

LEGAL MATTERS

Morton & Company has opined on the validity of the shares of common stock being offered hereby.

EXPERTS

Our financial statements for the period ending May 31, 2006, which are included in this prospectus, have been audited by Cordovano and Honeck LLP of Englewood, Colorado to the extent and for the periods set forth in their report appearing elsewhere herein, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

INDEMNIFICATION OF DIRECTORS AND OFFICERS
AND DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITES

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of Stallion is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

• Article XII of our Amended and Restated Articles of Incorporation;

• Bylaw IX of our Bylaws; and

• Nevada Revised Statutes, Chapter 78.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making Stallion responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

Presently our directors and officers are not covered by liability insurance. However, our Articles of Incorporation state that the Corporation may indemnify its officers, directors, employees and agents to the full extent permitted by the laws of the State of Nevada. No other statute, charter provision, by-law, contract or other arrangement to insure or indemnify a controlling person, director or officer of Stallion exists which would affect his liability in that capacity.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by itself is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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ORGANIZATION WITHIN THE LAST FIVE YEARS

We were incorporated on January 9, 2004 under the laws of the state of Nevada. On January 28, 2004 Gerald W. Williams was appointed as our sole director and president. Mr. Williams purchased acquired 30,000,000 shares of our common stock (adjusted for share splits) for proceeds to us of $5,000.

DESCRIPTION OF BUSINESS

We are engaged in the business of exploring for and producing oil and natural gas. Our involvement in the oil and natural gas business to date has been through our participating interest in an exploration program on the Wilcox formation located in Mississippi. We have participated in drilling six Frio wells and one Wilcox well to date, which has resulted in one producing well, two abandoned wells, one well that has been completed as a gas well and from which production is pending. We funded a total of $1,200,000 of the four hole drill program on the Wilcox formation. We also have a right to participate in a drill program on the Frio formation, which will consist of up to 16 drill holes. Our participation in the Frio formation drill program will require that we raise additional capital to meet our funding commitments.

We previously held an interest in undeveloped mineral interests located in British Columbia known as the Bell Claims. We conducted operations and exploration activities on our undeveloped mineral properties during the fiscal year ended May 31, 2006. In August 2006, we began to focus our efforts on the acquisition and exploration of oil and gas properties. We acquired undeveloped oil and gas interests in Mississippi and Louisiana and commenced exploration activities on those interests.

Our plan of operations is to participate in the production of commercial quantities of oil and gas and to participate in drilling and testing the oil and gas productive capabilities of the oil and gas properties in which we have a participating interest.

Glossary of Terms

Oil and gas exploration is a specialized industry. Many of the terms used to describe our business are unique to the oil and gas industry. The following glossary clarifies certain of these terms you that may be encountered while reading this Prospectus:

"Acquisition costs of properties" means the costs incurred to obtain rights to production of oil and gas. These costs include the costs of acquiring oil and gas leases and other interests. These costs include lease costs, finder's fees, brokerage fees, title costs, legal costs, recording costs, options to purchase or lease interests and any other costs associated with the acquisitions of an interest in current or possible production.

"Area of mutual interest" or “AMI” means, generally, an agreed upon area of land, varying in size, included and described in an oil and gas exploration agreement which participants agree will be subject to rights of first refusal as among themselves, such that any participant acquiring any minerals, royalty, overriding royalty, oil and gas leasehold estates or similar interests in the designated area, is obligated to offer the other participants the opportunity to purchase their agreed upon percentage share of the interest so acquired on the same basis and cost as purchased by the acquiring participant. If the other participants, after a specific time period, elect not to acquire their pro-rata share, the acquiring participant is typically then free to retain or sell such interests.

"Development costs" are costs incurred to drill, equip, or obtain access to proved reserves. They include costs of drilling and equipment necessary to get products to the point of sale and may entail on-site processing.

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"Exploration costs" are costs incurred, either before or after the acquisition of a property, to identify areas that may have potential reserves, to examine specific areas considered to have potential reserves, to drill test wells, and drill exploratory wells. Exploratory wells are wells drilled in unproven areas. The identification of properties and examination of specific areas will typically include geological and geophysical costs, which include topological studies, geographical and geophysical studies, and costs to obtain access to properties under study. Depreciation of support equipment, and the costs of carrying unproved acreage, delay rentals, ad valorem property taxes, title defense costs, and lease or land record maintenance are also classified as exploratory costs.

“Frio Formation” or “Frio Geological Formation” means the geological formation in the area of Southwest Mississippi and North-Central Louisiana, being a very complex series of sands representing marine transgressions and regressions and therefore the presence of varying depositional environments. Structurally, Frio gas accumulations are a function of local structure formed as a result of differential compaction with fluvial channels.

"Mcf" means thousand cubic feet, used in this annual report to refer to gaseous hydrocarbons.

Gross" oil or gas well or "gross" acre is a well or acre in which we have a working interest.

"Net" oil and gas wells or "net" acres are determined by multiplying "gross" wells or acres by our percentage interest in such wells or acres.

"Oil and gas lease" or "Lease" means an agreement between a mineral owner, the lessor, and a lessee which conveys the right to the lessee to explore for and produce oil and gas from the leased lands. Oil and gas leases usually have a primary term during which the lessee must establish production of oil and or gas. If production is established within the primary term, the term of the lease generally continues in effect so long as production occurs on the lease. Leases generally provide for a royalty to be paid to the lessor from the gross proceeds from the sale of production.

"Production costs" means operating expenses and severance and ad valorem taxes on oil and gas production.

"Prospect" means a location where both geological and economical conditions favor drilling a well.

"Royalty interest" is a right to oil, gas, or other minerals that is not burdened by the costs to develop or operate the related property.

"Working interest" is an interest in an oil and gas property that is burdened with the costs of development and operation of the property.

Corporate Background

We were incorporated in the State of Nevada on January 9, 2004 and established a fiscal year end of May 31. On September 27, 2006 we amended our articles to effect a share split of our common stock on a three for one basis. On April 17, 2007 we further amended our articles to effect a further share split of our common stock on a two for one basis.

Our registered agent's office is located at 251 Jeanell Drive, No. 3, Carson City, Nevada 89703 and our executive and head offices are located at 604-700 W. Pender Street, Vancouver, British Columbia, Canada V6C 1G8.

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Property Acquisitions

Mineral Property

On May 31, 2004, we optioned a mineral property containing four mining claims in British Columbia, Canada by entering into an Option To Purchase And Royalty Agreement (the “Option Agreement”) with Mayan Minerals Ltd. on behalf of Angel Jade Mines Ltd. (“Angel Jade”), the beneficial owner of the claims, each arms-length corporations, to acquire the claims by making certain expenditures and carrying out certain exploration work on the claims. We held the right to acquire a 100% interest in the claims subject to the expenditure of a total of CAD$120,000 through a three-phase exploration program.

To date we have completed the on-site work of Phase I of the planned two-phase exploration program and have spent approximately CAD$35,000 on the claims. As a result of oil and natural gas activities, we have allowed the option to lapse.

Oil and Gas Property

On August 2, 2006 the Company entered into an agreement (the “Participation Agreement”) with Griffin & Griffin Exploration LLC (“G&G”) that proposes two drilling programs that will be conducted by G&G. According to the Participation Agreement, the Company’s share of all costs was 30%, which entitled the Company to share in the following arrangement:

Wilcox wells:

a)	G&G will be entitled to receive 25% of all net revenues
b)	The Company will be entitled to receive it pro-rata share (23%) of seventy-five percent (75%) of all net revenues.
c)	In the event that the first exploration well establishes commercial production, then any offsetting well within the limits of the same reservoir, at the option of G&G, will be at the cost of G&G; or, provide the Company an opportunity to participate at its pro-rata share in 100% of all net revenues until all costs, including costs associated to establish commercial production, before payout (BPO), after which G&G will be entitled to its 25% working interest after payout (APO).

Frio wells:

a)	G&G will be entitled to 20% of all net revenues;
b)	The Company will be entitled to receive its pro-rata share of 80% of all net revenues.

The total costs associated with the above program are $1,200,000 and are described below:

• The Company’s pro-rata share of $1,000,000 paid by August 15, 2006 which amounted to $300,000.
• On or before November 16, 2006 the Company’s pro-rata share of $2,000,000 amounting to $600,000 which will be used to further the development of prospects on lands of interest in Mississippi and Louisiana.
• On or before January 31, 2007 the Company’s pro-rata share of $1,000,000 amounting to $300,000, which will be used to further the development of prospects on lands of interest in Mississippi and Louisiana.

As at May 1, 2007, we incurred $1,200,000 in identifying and acquiring oil and natural gas interests, and for exploration costs.

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As at June 13, 2007, the Company has been in the process of increasing the Company’s interest in the drilling programs covered by the Participation Agreement to 40%.

Mississippi Frio-Wilcox Joint Venture

Location and Access

The Mississippi Frio-Wilcox Joint Venture is located on the border of southern Mississippi and Louisiana along the floodplain of the Mississippi river. The area is approximately 20 miles west of Woodville, Mississippi and approximately 50 miles northwest of Baton Rouge, Louisiana. The wells are located in Township 2 North, Ranges 4 & 5, in West Adams and Wilkinson Counties in the state of Mississippi. The area is accessible via Interstate 55 (approximately 100 miles south of Jackson, Mississippi) and then west via state highways. The drill locations are accessed by secondary gravel and dirt roads. Transporting natural gas to the market will be accomplished via a series of pipelines which cross the project area.

Previous Operations and History

The Mississippi Frio-Wilcox Joint Venture is the successor to the Palmetto Point Project, a ten-well program in the same area. Griffin and Griffin Exploration, the operators for the Palmetto Point Project are also the operators for the Mississippi Frio-Wilcox Joint Venture. Griffin and Griffin Exploration has over 40 years of operations history in the Mississippi Frio-Wilcox Joint Venture area and has acquired substantial data and 3-D seismic for the Mississippi Frio-Wilcox Joint Venture. To date, Griffin and Griffin Exploration has drilled, owned or operated more than 100 Frio wells in the region.

Geology of the Project

The prospect wells are located to test the Frio Formation. Frio wells typically enjoy low finding costs. Griffin and Griffin Exploration has utilized seismic "bright spot" technology, which helps to identify gas reservoirs and to delineate reservoir geometry and limits. The term "bright spot" is used to describe a geophysical amplitude anomaly, which is simply a velocity change from a higher velocity to lower velocity. Sands that contain gas are predictable by this method because the gas will provide a slower velocity response giving an abnormally intense trough-peak reflections, therefore termed a "bright spot". The data evaluation in the Frio section gives a direct hydrocarbon indicator (HCI) allowing one to not only see gas seismically but also the lateral extent of each gas reservoir at various depths to include multiple horizons at some locations.

The gas targets at the Mississippi Frio-Wilcox Joint Venture occur at shallow depths and have minimal completion costs. The Frio in the area of Southwest Mississippi and North-Central Louisiana is a very complex series of sand representing marine transgressions and regressions and resulting in the presence of varying depositional environments. Structurally, the Frio gas accumulations are a function of local structure and/or structural nose formed as a result of differential compaction features. However, stratigraphic termination (updip pinchout of sands within shales) also plays a role in most Frio accumulations. The stratigraphy is so complex that seismic HCL evaluations are the only viable exploratory tool for the Frio prospect.

Proposed Program of Exploration

Exploration activities on the Mississippi Frio-Wilcox Joint Venture has been delayed due to adverse weather conditions. We anticipate recommencing exploration on the Mississippi Frio-Wilcox Joint

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Venture during the first calendar quarter of 2007. We intend to drill five to eight additional Frio wells and one deep test well during calendar year 2007. The proposed wells will be targeting the Frio and Wilcox Geological formations. The first 20 proposed wells are located within tie-in range of existing pipelines infrastructures.

Cost Estimates Including Previous Work

As of February 28, 2007, we expended $900,000 in connection with the Mississippi Frio-Wilcox Joint Venture, including leasing, title, drilling, and casing.

Present Activities

We have drilled six Frio wells to date. We have abandoned one of these wells. The five remaining wells have shown economically recoverable hydrocarbons: Redbug #1, Redbug #2, Faust #1, Buffalo River 24, and Buffalo River F-33.

Productive Gas Wells

The following summarizes our productive and shut-in gas wells as of February 28, 2007. Producing wells are wells producing natural gas or water, a pre-cursor to natural gas production. Shut-in wells are completed wells that are capable of production but are currently not producing. Gross wells are the total number of wells in which we have a working interest. Net wells are the sum of our fractional working interests owned in the gross wells.

	Gross	Net
Producing Gas Wells	1	0.3
Shut-in Gas Wells	0	0
Wells in Various Stages of Completion and Water Disposal Wells	4	1.2
TOTAL	5	1.5

Oil And Gas Reserve Quantities

The oil and gas interests that we participate in are currently not the subject of any independent reserve report and accordingly we do not currently have a reliable reserve calculation. Our operator may in the future obtain a reserve report on properties that we have a participating interest in.

Proved oil and gas reserves are the estimated quantities of crude oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed oil and gas reserves are those reserves expected to be recovered through existing wells with existing equipment and operating methods. There are many uncertainties inherent in estimating proved reserve quantities and in projecting future production rates and the timing of development expenditures. In addition, reserve estimates of new discoveries that have little production history are more imprecise than those of properties with more production history.

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Oil and Gas Acreage

The following table sets forth the undeveloped and developed acreage, by area, in which we hold an interest as of February 28, 2007. Undeveloped acres are acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas, regardless of whether or not such acreage contains proved reserves. Developed acres are acres, which are spaced or assignable to productive wells. Gross acres are the total number of acres in which we have a working interest. Net acreage is obtained by multiplying gross acreage by our working interest percentage in the properties. The table does not include acreage in which we have a contractual right to acquire or to earn through future drilling projects, or any other acreage for which we have not yet received registered interests.

	Undeveloped Acres		Developed Acres
	Gross	Net	Gross	Net
Mississippi	0	0	1,360	408
Louisiana	0	0	0	0
TOTAL	0	0	1,360	408

Drilling Activity

The following table sets forth drilling activity by the operator during the period ended February 28, 2007:

	Gross	Net
Exploratory Wells
Productive	5	1.5
Dry	2	0.6
Development Wells
Productive	0	0
Dry	0	0
TOTAL WELLS	7	2.1

Principal Products

The Company is actively pursuing oil and gas prospects and opportunities principally through its relationships with individuals and companies. Once prospective oil and gas opportunities are identified, the Company evaluates them to determine:

a)	The degree of risk;
b)	The commercial potential of a prospect;
c)	The Company’s available financial capacity to undertake/participate in the opportunity in a timely and meaningful way under the best terms and conditions; and
d)	The Company’s current portfolio of exploration, exploitation and development prospects consolidated risk profile.

The Company has developed a foundational strategy for success which includes careful analysis of every opportunity to determine how it fits with the overall strategic objectives of the Company. The strategic objectives is to develop proven energy rich areas of North America.

22

The Wilcox and Frio Wells are currently in production. As production of oil and gas products continue in Wilcox and Frio wells, we anticipate that generally they will be sold to purchasers in the immediate area where the products are produced. We expect that the principal markets for oil and gas will continue to be refineries and transmission companies that have facilities near our producing properties.

Market for Oil and Gas Production

The market for oil and gas production is regulated by both the state and federal governments. The overall market is mature and with the exception of gas, all producers in a producing region will receive the same price. The major oil companies will purchase all crude oil offered for sale at posted field prices. There are price adjustments for quality difference from the Benchmark. Benchmark is Saudi Arabian light crude oil employed as the standard on which OPEC price changes have been based. Quality variances from Benchmark crude results in lower prices being paid for the variant oil. Oil sales are normally contracted with a purchaser or gatherer as it is known in the industry who will pick-up the oil at the well site. In some instances there may be deductions for transportation from the well head to the sales point. At this time the majority of crude oil purchasers do not charge transportation fees, unless the well is outside their service area. The service area is a geographical area in which the purchaser of crude oil will not charge a fee for picking upon the oil. The purchaser or oil gatherer as it is called within the oil industry, will usually handle all check disbursements to both the working interest and royalty owners. We are a working interest owner. By being a working interest owner, we are responsible for the payment of our proportionate share of the operating expenses of the well. Royalty owners and over-riding royalty owners receive a percentage of gross oil production for the particular lease and are not obligated in any manner whatsoever to pay for the costs of operating the lease. Therefore, we, in most instances, are paying the expenses for the oil and gas revenues paid to the royalty and over-riding royalty interests.

Gas sales are by contract

The gas purchaser will pay the well operator 100% of the sales proceeds on or about the 25th of each and every month for the previous months sales. The operator is responsible for all checks and distributions to the working interest and royalty owners. There is no standard price for gas. Prices will fluctuate with the seasons and the general market conditions. It is our intention to utilize this market when ever possible in order to maximize revenues. We do not anticipate any significant change in the manner production is purchased, however, no assurance can be given at this time that such changes will not occur.

Distribution

The operator on the oil and natural gas properties in which we currently hold a participating interest has access to the following pipelines;

• Tunica Pipeline, LLC –The Tunica Pipeline, LLC is a pipeline system running east-west across Wilkinson County, Mississippi, and ties into the Mid-Louisiana pipeline system. The Tunica Pipeline, LLC pipeline system and operations are exclusively controlled by the consortium partners. This line comprises 20 miles of 6-inch pipe with a 12.5-mile, 4-1/2 inch spur running due south and another 8-mile, 4-1/2 inch spur running north. The pipeline provides the option to take this line under the Mississippi River to serve any wells drilled in Louisiana. The nearest Louisiana pipeline is slightly over 40 miles to the west of the area of mutual interest under the Company’s agreement with G&G.

• East Fork Pipeline, LLC - The East Fork Pipeline, LLC is a pipeline system running more or less east-west across Amite County, Mississippi, and ties into a pipeline system known as the

23

TRANSCO system. The consortium partners control access to this pipeline. The line comprises 15 miles of 6-inch pipe. The line was acquired to service wells and potential 3D seismic areas.

• Other area Pipelines - Other lines in this area include Duke, Mid-Louisiana, TRANSCO and Pinnacle. These lines have very reasonable transportation rates of $0.11 to $0.50/MCF (price does not include compression, dehydration or gas processing).

Competition

Oil and gas exploration, mineral exploration and acquisition of undeveloped properties are highly competitive and speculative businesses. We compete with a number of other companies, including major mining and oil and gas companies and other independent operators that are more experienced and which have greater financial resources. We do not hold a significant competitive position in either the mining industry or the oil and gas industry.

Compliance with Government Regulation

In the United States, domestic development, production and sale of oil and gas are extensively regulated at both the federal and state levels. These regulations include requiring permits for drilling wells; maintaining prevention plans; submitting notification and receiving permits in relation to the presence, use and release of certain materials incidental to oil and gas operations; and regulating the location of wells, the method of drilling and casing wells, the use, transportation, storage and disposal of fluids and materials used in connection with drilling and production activities, surface plugging and abandoning of wells and the transporting of production. Legislation affecting the oil and gas industry is under constant review for amendment or expansion, frequently increasing the regulatory burden. Also, numerous departments and agencies, both federal and state, have issued rules and regulations binding on the oil and gas industry and its individual members, compliance with which is often difficult and costly and some of which carry substantial penalties for failure to comply. Inasmuch as new legislation affecting the oil and gas industry is commonplace, and existing laws and regulations are frequently amended or reinterpreted, the Company is unable to predict the future cost or impact of complying with these laws and regulations. State statutes and regulations require permits for drilling operations, drilling bonds and reports concerning wells. Some states also have statutes and regulations governing conservation matters, including the unitization or pooling of oil and gas properties and establishment of maximum rates of production from oil and gas wells.

Our operations are also subject to extensive and developing federal, state and local laws and regulations relating to environmental, health and safety matters; petroleum; chemical products and materials; and waste management. Permits, registrations or other authorizations are required for the operation of certain of our facilities and for our oil and gas exploration and future production activities. These permits, registrations or authorizations are subject to revocation, modification and renewal. Governmental authorities have the power to enforce compliance with these regulatory requirements, the provisions of required permits, registrations or other authorizations, and lease conditions, and violators are subject to civil and criminal penalties, including fines, injunctions or both. Failure to obtain or maintain a required permit may also result in the imposition of civil and criminal penalties. Third parties may have the right to sue to enforce compliance.

Our operations are also subject to various conservation matters, including the number of wells which may be drilled in a unit, and the unitization or pooling of oil and gas properties. In this regard, some states allow the forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases, which may make it more difficult to develop oil and gas properties. In addition, state conservation laws establish maximum rates of production oil and gas wells, generally

24

limit the venting or flaring of gas, and impose certain requirements regarding the ratable purchase of production. The effect of these regulations is to limit the amounts of oil and gas we can produce from its wells and to limit the number of wells or the locations at which we can drill.

Our operations, as is the case in the petroleum industry generally, are significantly affected by federal tax laws. Federal, as well as state, tax laws have many provisions applicable to corporations which could affect our future tax liability.

Environmental Matters

Our exploration, development, and future production of oil and gas are subject to various federal, state and local environmental laws and regulations discussed below. Such laws and regulations can increase the costs of planning, designing, installing and operating oil and gas wells. We consider the cost of environmental protection a necessary and manageable part of its business. We have been able to plan for and comply with new environmental initiatives without materially altering its operating strategies.

Our activities are subject to a variety of environmental laws and regulations, including but not limited to, the Oil Pollution Act of 1990 (“OPA”), the Clean Water Act (“CWA”), the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (“RCRA”), the Clean Air Act (“CAA”), and the Safe Drinking Water Act (“SDWA”), as well as state regulations promulgated under comparable state statutes. We are also subject to regulations governing the handling, transportation, storage, and disposal of naturally occurring radioactive materials that are found in its oil and gas operations. Civil and criminal fines and penalties may be imposed for non-compliance with these environmental laws and regulations. Additionally, these laws and regulations require the acquisition of permits or other governmental authorizations before undertaking certain activities, limit or prohibit other activities because of protected areas or species, and impose substantial liabilities for cleanup of pollution.

Under the OPA, a release of oil into water or other areas designated by the statute could result in the us being held responsible for the costs of remediating such a release, certain OPA specified damages, and natural resource damages. The extent of that liability could be extensive, as set out in the statute, depending on the nature of the release. A release of oil in harmful quantities or other materials into water or other specified areas could also result in the Company being held responsible under the CWA for the costs of remediation, and civil and criminal fines and penalties.

CERCLA and comparable state statutes, also known as “Superfund” laws, can impose joint and several and retroactive liability, without regard to fault or the legality of the original conduct, on certain classes of persons for the release of a “hazardous substance” into the environment. In practice, cleanup costs are usually allocated among various responsible parties. Potentially liable parties include site owners or operators, past owners or operators under certain conditions, and entities that arrange for the disposal or treatment of, or transport hazardous substances found at the site. Although CERCLA, as amended, currently exempts petroleum, including but not limited to, crude oil, gas and natural gas liquids from the definition of hazardous substance, our operations may involve the use or handling of other materials that may be classified as hazardous substances under CERCLA. Furthermore, there can be no assurance that the exemption will be preserved in future amendments of the act, if any.

RCRA and comparable state and local requirements impose standards for the management, including treatment, storage, and disposal of both hazardous and non-hazardous solid wastes. We generate hazardous and non-hazardous solid waste in connection with its routine operations. >From time to time, proposals have been made that would reclassify certain oil and gas wastes, including wastes generated during drilling, production and pipeline operations, as “hazardous wastes” under RCRA which would make such solid wastes subject to much more stringent handling, transportation, storage, disposal, and clean-up requirements. This development could have a significant impact on our operating costs. While

25

state laws vary on this issue, state initiatives to further regulate oil and gas wastes could have a similar impact.

Employees

At present, we have no other employees, other than our officers and directors. Neither Mr. Paton-Gay or Mr. Sandher has an employment agreement with us.

We intend to hire employees and contractors on an as needed basis. We have entered into an operating agreement with Griffin & Griffin LLC to provide drilling and exploration services for the Company’s Frio-Wilcox property. We do not intend to initiate negotiations or hire anyone until we receive proceeds from our offering.

Where You Can Find More Information

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

You may also read and copy any materials we file with the Securities and Exchange Commission at the SEC's public reference room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. With respect to references made in this prospectus to any contract or other document of the Company, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement at the SEC's public reference room. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our filings and the registration statement can also be reviewed by accessing the SEC's website at http://www.sec.gov.

PLAN OF OPERATION

Plan of Operation

Stallion believes it can satisfy its cash requirements for the current fiscal year end of May 31, 2007, only by raising additional capital through private placements, equity financing, loans or the like. As of November 30, 2006, we had $280,429 in unallocated working capital.

The Company is changing its focus from a gold exploration company to a Company that is targeting natural gas and oil exploration. For the remainder of the current fiscal year to May 31, 2007, the Company has pursued its working interest obligations in the Mississippi. The Company will fund its obligations through issuing equity capital by way of private placements.

Production

The first well at Mississippi has produced $41,392 in gross revenue, net of taxes, to the end of February 2007, representing 6,602 mcf of natural gas sales. The Company anticipates cumulative monthly gross

26

sales of approximately 3,000 mcf of natural gas in relation to this well. Additional production will be brought on-line as soon as the wells are tied into the Company’s gas gathering system.

Current and Future Plan of Operation

During the month of May 2007, the Company intended to drill and complete three wells within our AMI (Area of Mutual Interest) with Griffin and Griffin (Operator) in Mississippi and Louisiana. These wells have been identified;

• Following the successful well at Redbug, the Company intends to drill a second Redbug.
• Following the successful well at TEC-1 closure, the Company intends to drill a second well at Tecumseh known as the Tecumseh closure (TEC-2).
• The Company has approved the drilling of a second well at Buffalo River.
• The Company will be completing and testing its 1^st Buffalo River well which was drilled in the 1^st Q of 2007.

All costs associated with the above wells have been fully funded by the Company pursuant to our 30% Working Interest.

As of early June, 2007 the Company has instructed Griffin and Griffin to commence our 16 well summer and fall drilling program. The drill locations for the first 10 wells have been determined and all leases and permits are currently being finalized. The Company intends to drill 6 wells in the first part of the program and then complete and test these wells prior to continuing with the next two 5 well drilling programs which are scheduled to follow immediately after this completion and testing phase. It is the Company’s objective to complete all 16 wells prior to the end of the Calendar Year 2007.

In addition to the above prospect, Stallion is actively seeking new prospects that fit the Company’s investment and operational criteria. Stallion has engaged IPC of Hong Kong to act in the capacity of Investment Advisor to Stallion and to vigorously pursue possible joint venture oil and gas plays in the Asian Sector. This Contractual relationship was announced in April, 2007. Furthermore, the Company is currently negotiating a significant exploration opportunity with an oil and gas company in Alberta, Canada. The subject land base is located in Montana, USA. Stallion anticipates that these on-going negotiations will be completed in the 3^rd Q of 2007.

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

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

Presently, our revenues are not sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2006 – 2007.

As at February 28, 2007, we had a working capital surplus of $280,429. We do not anticipate that we will be able to satisfy any of these funding requirements internally until we significantly increase our revenues.

27

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended May 31, 2006, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due.

DESCRIPTION OF PROPERTY

We currently rent shared office space located at 604-700 West Pender Street, Vancouver, British Columbia. Our monthly rental cost is combined with office administration and consulting services for a total of approximately $2,650 per month, of which approximately $715 represents rental space.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 17, 2006, we issued a total of 360,000 shares our common stock (adjusted for two for one share split) to Kulwant Sandher, our Chief Financial Officer and a director, in consideration of $18,000.

We pay a monthly fee of $3,000 to Hurricane Corporate Services Ltd., for accounting, and administrative services, and $2,000 for consulting services of our CFO. Hurricane is wholly owned by Kulwant Sandher and Christopher Paton-Gay.

We pay a monthly consulting fee to Christopher Paton-Gay, our Chairman and CEO, in the amount of $3,500 for business consulting services.

We also paid a monthly fee to a company owned by Gerald W. Williams, our former president and CEO, a fee equaling about $50 per hour for businesses promotion and office expenses. Mr. Williams resigned on January 20, 2007 and this arrangement then terminated.

Mr. Gerald W. Williams, our former president, CEO and a former director can be considered a promoter of the company. Mr. Williams subscribed for 5,000,000 shares of common stock at a price of $0.001 for an aggregate consideration of $5,000 which was paid in cash in January, 2004. Following a three for one and subsequent two for one share split, Mr. Williams now holds 30,000,000 shares in our common stock. These shares are restricted and may be deemed to be underwriter stock.

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MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Market Information

Trades in our common shares are quoted on the Over-the-Counter Bulletin Board (OTC Bulletin Board) which is a quotation service administered by the National Association of Securities Dealers (NASD). Our trading symbol on this service is “SLGR”.

The OTC Bulletin Board has a limited and sporadic trading market and does not constitute an established trading market. The following table sets forth the range of high and low price information of the common shares as reported on the OTC Bulletin Board for each fiscal quarter since trades in the stock commenced quotation on the OTC Bulletin Board on January 19, 2006, and the subsequent period ending May 31, 2007. The price information available reflects inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Period Ended	High ($)	Low ($)
June 28, 2007 (stub period) (1)	1.21	0.65
May 31, 2007(1)	1.28	0.69
February 28, 2007	1.45	0.99
November 30,2006(2)	1.55	0.55
August 31, 2006	1.03	1.03
May 31, 2006	1.05	1.05
February 28, 2006	0.91	0.91

(1)	Reflects adjusted prices after a two for one share split effective April 17, 2007.
(2)	Reflects adjusted prices after a three for one share split effective September 30, 2006.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes information on our stock option plan as at May 7, 2007

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted- average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	0	N/A	N/A
Equity compensation plans not approved by security holders	1,880,000	$0.5524	3,650,000
Total	1,880,000	$0.5524	3,650,000

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Holders of Record

There were 22 holders of record of our common stock as of June 28, 2007 holding a total of 70,380,748 shares, and an undetermined number of beneficial holders.

Dividend Policy

We have not paid dividends on our common shares since our inception. Dividends on common shares are within the discretion of the board of directors and are payable from profits or capital legally available for that purpose. It is our current policy to retain any future earnings to finance the operations and growth of our business. Accordingly, we do not anticipate paying any dividends on common shares in the foreseeable future.

EXECUTIVE COMPENSATION

General

The following tables sets forth all compensation paid or earned for services rendered to us in all capacities during the last three fiscal years ended May 31 by our executive officers.

Summary Compensation Table

Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Christopher Paton-Gay, CEO	2006 2005 2004	Nil Nil Nil	N/a	N/a	Nil Nil Nil	N/a	N/a	N/a	Nil Nil Nil
Kulwant Sandher, CFO	2006 2005 2004	Nil N/a N/a	N/a	N/a	Nil N/a N/a	N/a	N/a	N/a	Nil N/a N/a
Gerald Williams President [1]	2006 2005 2004	Nil Nil Nil	N/a	N/a	Nil Nil Nil	N/a	N/a	N/a	Nil Nil Nil

[1] Gerald Williams resigned as President on January 20,2007.

Compensation of Directors

None of our directors have received monetary compensation in their capacity as director since our inception to the date of this prospectus. We currently do not pay director fees to members of our board of directors.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

There are no employment or other contracts or arrangements with our officer or director other than those disclosed in this registration statement under “Certain Relationships and Related Transactions”.

30

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On September 14, 2006, Chishol, Bierwolf & Nilson LLC, Certified Public Accountants, were engaged as our independent accountant. The change of accountant was approved by majority consent of the board of directors. At the same meeting, the Board of Directors approved the dismissal of Cordovano & Honeck LLC as its independent accountant effective immediately. There were no disagreements between us and Cordovano & Honeck LLC on any matter of accounting principles or practices, financial statements disclosures or auditing scope and procedures. The former accountant’s report on our financial statements does not contain any adverse opinions or disclaimers of opinions and is not qualified or modified as to uncertainty other than a going concern uncertainty, auditing scope or accounting principles. Prior to engaging the new accountant, we did not consult with them regarding any accounting or auditing concerns.

FINANCIAL STATEMENTS

Our audited financial statements for the fiscal year ended May 31, 2006 and May 31, 2005, as well as unaudited interim financial statements for the nine month period ended February 28, 2007 are set forth below.

31

Index to Financial Statements

	Page
Condensed Balance Sheet as at February 28, 2007	F-2
Condensed Statement of Operations	F-3
Condensed Statement of Changes in Shareholders’ Equity	F-4
Condensed Statement of Cash Flows	F-5
Notes to Condensed Financial Statements (February 28, 2007)	F-6
Report of Independent Registered Public Accounting Firm	F-14
Balance Sheet as at May 31, 2006	F-15
Statement of Operations for the years ended May 31, 2006 and 2005, and for the period from January 9, 2004 (inception) through May 31, 2006	F-16
Statement of Changes in Shareholders’ Equity for the period from January 9, 2004 (inception) through May 31, 2006	F-17
Statement of Cash Flows for the years ended for the period from January 9, 2004 (inception) through May 31, 2006	F-19

THE STALLION GROUP

(An Exploration Stage Company)

Condensed Balance Sheet

February 28, 2007

		February 28,			May 31,
		2007			2006
		(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	293,315		$	22,100
Other receivable		-			-
Prepaid expense		7,206			444
Total current assets		300,521			22,544
Capital assets, net		5,816			-
Oil and gas properties (Note 4)
Proved properties subject to amortization		112,679			-
Unproved properties		778,185			-
		890,864			-
TOTAL ASSETS	$	1,197,201		$	22,544
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,721		$	-
Accrued liabilities		9,000			3,800
Due to related party		9,371			-
Shares subscription received		-			-
Total current liabilities		20,092			3,800
Shareholders' equity (Note 7)
Common stock, $0.001 par value; 600,000,000 shares authorized at February 28, 2007
(and 600,000,000 shares authorized at May 31, 2006),
33,627,374 shares issued and outstanding at February 28, 2007)
(and 27,919,500 shares issued and outstanding at May 31, 2006)		33,628			27,920
Additional paid-in capital		1,677,141			74,230
Cumulative translation adjustment		(2,784	)		1,110
Accumulated deficit		(530,876	)		(84,516	)
Total shareholders' equity		1,177,109			18,744
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,197,201		$	22,544

See accompanying notes to condensed financial statements

F-2

THE STALLION GROUP

(An Exploration Stage Company)

Condensed Statements of Operations

(Unaudited)

														January 9, 2004
														(Inception)
		Three Months Ended						Nine Months Ended						Through
		February 28,						February 28,						February 28,
		2007			2006			2007			2006			2007
Expenses
Contribute rent	$	-		$	300		$	-		$	900		$	2,900
Contribute administrative support		-			50			-			150			450
Consulting (Note 5)		235,195			-			274,995			-			274,995
Depletion		9,136			-			9,136			-			9,136
Depreciation		271			-			453			-			453
Investor relations services		73,758			-			78,829			-			78,829
Mineral exploration and filing fees (Note 6)		1,727			-			5,777			27,753			33,530
Professional fees (Note 5)		10,710			1,217			39,195			6,617			58,470
Office and miscellaneous (Note 5)		7,239			1,725			25,489			7,688			41,050
Organization costs		-			-			-			-			1,160
Travel		9,067			-			14,658			521			24,602
Business promotion		-			1,177			1,865			3,375			7,151
Other		274			10			1,620			259			3,807
Total expenses		347,377			4,479			452,017			47,263			536,533
Loss for the period before other income
and income taxes		(347,377	)		(4,479	)		(452,017	)		(47,263	)		(536,533	)
Other income
Interest income		2,809			-			5,657			-			5,657
Income tax provision (Note 8)		-			-			-			-			-
Net loss for the period	$	(344,568	)	$	(4,479	)	$	(446,360	)	$	(47,263	)	$	(530,876	)
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)
Basic and diluted weighted average
common shares outstanding		32,583,805			27,919,500			31,451,146			27,919,500			26,408,709

See accompanying notes to condensed financial statements

F-3

THE STALLION GROUP

(An Exploration Stage Company)

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

										Cumulative
										Translation
										Adjustment
	Common Stock				Additional					Other			Total
			Par		Paid-In		Accumulated			Comprehensive			Shareholders'
	Shares		Value		Capital		Deficit			Income (Loss)			Equity
Balance, May 31, 2006	27,919,500	$	27,920	$	74,230	$	(84,516	)	$	1,110		$	18,744
Common stock sold to the director at
$0.1 per share (post forward split)	180,000		180		17,820		-			-			18,000
on September 14, 2006
Issuance of common stock for cash at
$0.1 per share (post forward split)
on October 17, 2006	4,472,580		4,473		442,785		-			-			447,258
Issuance of common stock for cash at
$0.85 per share on February 28, 2007	1,055,294		1,055		895,945		-			-			897,000
Stock-based compensation on 1,000,000	-		-		246,361		-			-			246,361
options granted to the director and CFO
Comprehensive loss:
Net loss for period ended
February 28, 2007	-		-		-		(446,360	)		-			(446,360	)
Cumulative translation adjustment	-		-		-		-			(3,894	)		(3,894	)
Comprehensive loss:													(450,254	)
Balance, February 28, 2007	33,627,374	$	33,628	$	1,677,141	$	(530,876	)	$	(2,784	)	$	1,177,109

See accompanying notes to condensed financial statements

F-4

THE STALLION GROUP

(An Exploration Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

								January 9, 2004
								(Inception)
		Nine Months Ended						Through
		February 28,						February 28,
		2007			2006			2007
Cash flows provided (used) by operating activities:
Net loss for the period	$	(446,360	)	$	(47,263	)	$	(530,876	)
Adjustments to reconcile net loss to net cash used in operating activities:
Office space and administrative support contributed by an officer		-			1,050			3,350
Stock based compensation (Note 9)		246,361			-			246,361
Depletion		9,136						9,136
Depreciation		453			-			453
Changes in operating assets and liabilities:
Prepaid expenses		(6,762	)		372			(7,206	)
Accounts payable		1,721			-			1,721
Accrued liabilities		5,200			(2,000	)		9,000
Due to related party		9,371			-			9,371
Net cash used by operating activities		(180,880	)		(47,841	)		(258,690	)
Cash flows used by investing activities:
Oil and gas properties acquisition (Note 4)		(900,000	)		-			(900,000	)
Purchase of furniture and computer equipment		(6,269	)		-			(6,269	)
Net cash used by investing activities		(906,269	)		-			(906,269	)
Cash flows provided (used) by financing activities:
Proceeds from sales of common stock		1,362,258			-			1,468,558
Payment of offering costs		-			-			(7,500	)
Net cash provided by financing activities		1,362,258			-			1,461,058
Effect of exchange rate changes on cash		(3,894	)		1,471			(2,784	)
Increase (Decrease) in cash and cash equivalents		271,215			(46,370	)		293,315
Cash and cash equivalents, beginning of period		22,100			77,779			-
Cash and cash equivalents, end of period	$	293,315		$	31,409		$	293,315

See accompanying notes to condensed financial statements

F-5

THE STALLION GROUP

(An Exploration Stage Company)

Notes to Condensed Financial Statements

February 28, 2007

(Unaudited)

1. BASIS OF PRESENTATION

The unaudited condensed financial statements as of February 28, 2007 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these condensed financial statements be read in conjunction with the May 31, 2006 audited financial statements and notes thereto.

2. OPERATIONS

a)	Organization
	The Stallion Group (“the Company”) was incorporated in the state of Nevada on January 9, 2004.
	The Company is a development stage, independent natural gas and oil company engaged in the exploration, development and acquisition of natural gas and oil properties in the United States.
b)	Development Stage Activities
	The Company is a development stage enterprise engaged in the exploration for and production of natural gas and oil in the United States. Since August 2, 2006, the Company agreed to participate in a proposed drilling program to be conducted by Griffin & Griffin Exploration, L.L.C.
	The Company is subject to several categories of risk associated with its development stage activities. Natural gas and oil exploration and production is a speculative business, and involves a high degree of risk. Among the factors that have a direct bearing on the Company’s prospects are uncertainties inherent estimating natural gas and oil reserves, future hydrocarbon production, and cash flows, particularly with respect to wells that have not been fully tested and with wells having limited production histories; access to additional capital; changes in the price of natural gas and oil; availability and cost of services and equipment; and the presence of competitors with greater financial resources and capacity.
c)	Going Concern
	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
	As shown in the accompanying financial statements, the Company has incurred a net loss of $530,876 since inception. To achieve profitable operations, the Company requires additional capital for obtaining producing oil and gas properties through either the purchase of producing wells or successful exploration activity. Management believes that sufficient funding will be

F-6

available to meet its business objectives including anticipated cash needs for working capital and is currently evaluating several financing options. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of and, if successful, to commence the sale of its products under development. As a result of the foregoing, there exists substantial doubt the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Accounting

These financials statements are stated in U.S. dollars and have been prepared in accordance with U.S. generally accepted accounting principles.

(b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the 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 periods. Actual results could differ from those estimates. Significant estimates with regard to these financial statements include the estimate of proved natural gas and oil reserve quantities and the related present value of estimated future net cash flows therefrom (see “Supplemental Oil and Gas Disclosures – Unaudited”).

(c) Natural Gas and Oil Properties

The Company accounts for its oil and gas producing activities using the full cost method of accounting as prescribed by the United States Securities and Exchange Commission (“SEC”). Accordingly, all costs associated with the acquisition of properties and exploration with the intent of finding proved oil and gas reserves contribute to the discovery of proved reserves, including the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized. All general corporate costs are expensed as incurred. In general, sales or other dispositions of oil and gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded. Amortization of evaluated oil and gas properties is computed on the units of production method based on all proved reserves on a country-by-country basis. Unevaluated oil and gas properties are assessed at least annually for impairment either individually or on an aggregate basis. The net capitalized costs of evaluated oil and gas properties (full cost ceiling limitation) are not to exceed their related estimated future net revenues from proved reserves discounted at 10%, and the lower of cost or estimated fair value of unproved properties, net of tax considerations. These properties are included in the amortization pool immediately upon the determination that the well is dry.

Unproved properties consist of lease acquisition costs and costs on well currently being drilled on the properties. The recorded costs of the investment in unproved properties are not amortized until proved reserves associated with the projects can be determined or until they are impaired.

d) Revenue Recognition

F-7

	The Company uses the sales method of accounting for natural gas and oil revenues. Under this method, revenues are recognized upon the passage of title, net of royalties. Revenues from natural gas production are recorded using the sales method. When sales volumes exceed the Company’s entitled share, an overproduced imbalance occurs. To the extent the overproduced imbalance exceeds the Company’s share of the remaining estimated proved natural gas reserves for a given property, the Company records a liability. At February 28, 2007, the Company had no overproduced imbalances.
e)	Cash and Cash Equivalent
	Cash and cash equivalent consists of cash on deposit with high quality major financial institutions, and to date has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits.
f)	Environmental Protection and Reclamation Costs
	The operations of the Company have been, and may be in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restorations costs. Both the likelihood of new regulations and their overall effect upon the Company may vary from region to region and are not predictable.
	The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures. Environmental expenditures that relate to ongoing environmental and reclamation programs will be charged against statements of operations as incurred or capitalized and amortized depending upon their future economic benefits. The Company does not currently anticipate any material capital expenditures for environmental control facilities because all property holdings are at early stages of exploration. Therefore, estimated future removal and site restoration costs are presently considered minimal.
g)	Foreign Currency Translation
	United States funds are considered the Company’s functional currency. Transaction amounts denominated in foreign currencies are translated into their United States dollar equivalents at exchange rates prevailing at the transaction date. Monetary assets and liabilities are adjusted at each balance sheet date to reflect exchange rates prevailing at that date, and non-monetary assets and liabilities are translated at the historical rate of exchange. Gains and losses arising from restatement of foreign currency monetary assets and liabilities at each year-end are included in statements of operations.
h)	Other Equipment
	Computer equipment is stated at cost. Provision for depreciation on computer equipment is calculated using the straight-line method over the estimated useful life of three years.
i)	Impairment of Long-Lived Assets
	In the event that facts and circumstances indicate that the costs of long-lived assets, other than oil and gas properties, may be impaired, and evaluation of recoverability would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to market value

F-8

	or discounted cash flow value is required. Impairment of oil and gas properties is evaluated subject to the full cost ceiling as described under Oil and Gas Properties.
j)	Loss Per Share
	In February 1997, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (“SFAS 128”). Under SFAS 128, basic and diluted earnings per share are to be presented. Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common stock outstanding in the period. Diluted earnings per share takes into consideration common stock outstanding (computed under basic earnings per share) and potentially dilutive common stock.
k)	Income Taxes
	The Company follows the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the tax bases of assets and liabilities, and their reported amounts in the financial statements, and (ii) operating loss and tax credit carry forwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when, based upon management’s estimates, it is more likely than not that a portion of the deferred tax assets will not be realized in a future period.
l)	Financial Instruments
	The Company’s financial instruments consist of cash and cash equivalent, accounts receivable, accounts payable and accrued liabilities, and promissory note payable.
	It is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments is approximate their carrying values.
m)	Stock-Based Compensation
	The Company accounts for employee stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25 – “Accounting for Stock Issued to Employees”, and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the fair value of the Company’s common stock at the date of the grant over the amount an employee must pay to acquire the common stock. Non-employee stock-based compensation is accounted for using the fair value method in accordance with SFAS No. 123 – “Accounting for Stock-Based Compensation”.

F-9

4. OIL AND GAS PROPERTIES

(a) Proved property

Property		May 31,				Depletion for			February 28,
		2006		Addition		the period			2007
U.S.A. –
Proved
property	$	-	$	121,815	$	(9,136	)	$	112,679

(b) Unproved property

						Cost added to
Property		May 31,				capitalized			February 28,
		2006		Addition		cost			2007
U.S.A. –
Unproved
property	$	-	$	900,000	$	(121,815	)	$	778,185

On August 2, 2006, the Company agreed to participate in the two proposed drilling programs to be conducted by Griffin & Griffin Exploration, L.L.C., thirty percent of which shall be funded by the Company. On August 21, 2006, the Company paid an amount of $300,000 to Griffin & Griffin Exploration, L.L.C. The Memorandum with Griffin & Griffin Exploration L.L.C. provides for the following payments:

1.	On or before October 1, 2006 the Company shall pay $600,000 for further development of prospects on lands of interest in Mississippi and Louisiana.
2.	On or before November 1, 2006 the Company shall pay $300,000 for further development of prospects on lands of interest in Mississippi and Louisiana.

Due to delays in drilling and agreement with the operator, the Company paid $600,000 on November 16, 2006 and will pay $300,000 on or before April 15, 2007.

On January 19, 2007, the Dixon#1 well was deemed non-commercial and plugged as no show of oil and/or gas. The cost of $121,815 was added to capitalized cost.

5. RELATED PARTY TRANSACTIONS

During the quarter ended August 31, 2006, the Company paid Sylco Investment Ltd. (“Sylco”) $3,853, for business promotion and office expenses. Sylco is an affiliate of the Company that is 100% owned by the Company’s president.

During the three month ended February 28, 2007, the Company paid Hurricane Corporate Services Ltd. (“Hurricane”) $8,275 for accounting and administrative services and $5,409 for CFO services. Hurricane is owned by the directors of the Company.

During the three month ended February 28, 2007, the Company accrued $10,500 of consulting fee to the Chairman of the Company.

F-10

In February 2004, the Company sold 5,000,000 shares of its restricted common stock to its president for $5,000 ($0.001/share) .

In September 2006, the Company sold 180,000 shares of common stock to its director for $18,000 ($0.1/share) .

6. OPTION ON UNPROVEN MINERAL INTERESTS

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

A. Make option exploration expenditures as follows:

Exploration Expenditures			Due Date
CDN	$	35,000.00	August 31, 2005
		85,000.00	August 31, 2006
CDN	$	120,000.00

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

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

A $7,964 (CDN$10,000) deposit was made on Phase I of the work program on the claims in June 2005 and a final payment of $19,789 (CDN$23,280) was made on Phase I in October 2005. The Company’s initial exploration expenditure requirements were deemed to have been met in accordance with the option agreement following the two payments.

During May 2006, the Company received the engineering report on the first phase of the property’s exploration, which included the following recommendations:

If the Company determines that it should continue with the projected three-phase exploration program, the second phase should be comprised of three parts:

Phase 2A	Stake and additional 40 to 50 claims to the east, west, and north of the existing
	claim (estimated cost of CDN$18,000).
Phase 2B	Repeat the Phase 1 general exploration program on the newly acquired claims
	(estimated cost of CDN$100,000).
Phase 2C	Conduct diamond drilling over selected targets determined from Phase 2B
	(estimate cost of CDN$150,000).

Phase 3 of exploration would continue the diamond drill program if results from Phase 2 are positive (estimated cost of CDN$220,000).

F-11

7. SHAREHOLDERS’ EQUITY

(a) A Forward Stock Split

On September 27, 2006 the Company amended its Articles of Incorporation through the implementation of a forward split of the Company’s Common Stock on the basis of three (3) new shares for each old share, based on a resolution of the Directors dated August 31, 2006 and a consent resolution of the shareholders dated September 8, 2006 signed by the holders of greater than 51% of the issued and outstanding shares of the Company. Prior to the split, the Company had 9,306,500 shares outstanding; post forward split, there will be 27,919,500 shares issued.

(b) Authorized Stock

After a forward split, the amount of the total authorized capital stock of the Company is six hundred thousand dollars ($600,000) consisting of six hundred million (600,000,000) shares of common stock of the par value of $0.001 each all of the shares of the Company being of the same class and without preference or distinction.

(c) Share Issuances

The Company has received paid subscriptions for 1,550,860 common stock at $0.30 in August 2006 prior to the split; post forward split, there are 4,652,580 shares issued for $465,258 ($0.10/share) . The share certificates were issued on October 17, 2006. The warrants price of the share was $0.60 prior to the split and $0.20 post forward split.

On February 28, 2007, the Company issued 1,055,294 common stock pursuant to a private placement for $897,000 at $0.85 per share. The warrants price of the share was $0.85.

(d) Common Stock Share Purchase Warrants

As at February 28, 2007, share purchase warrants outstanding for the purchase of common stock are as follows:

	Warrants Outstanding
Exercise Price	Number of Shares	Expiry Date
$0.20	4,652,580	August 15, 2008
$1.00	1,055,294	September 29, 2008

8. INCOME TAXES

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

F-12

9. STOCK OPTIONS

Compensation expense related to stock options granted is recorded at their fair value as calculated by the Black-Scholes option pricing model. Compensation expense of $219,223 was recorded during the three months ended February 28, 2007 related to options granted during the period ended February 28, 2007, but vested during the three months ended February 28, 2007.

The changes in stock options are as follows:

			Weighted
			Average
	Number		Exercise Price
Balance outstanding, November 30, 2006	200,000	$	0.75
Granted			0.75
	100,000		1.20
	700,000
Exercised	-		0.00
Balance outstanding, February 28, 2007	1,000,000	$	1.07

The following table summarized information about the stock options outstanding as at February 28, 2007:

Options Outstanding		Options Exercisable
	Number of Shares	Remaining Contractual Life	Number of
Exercise Price		(Years)	Shares
$0.75	200,000	2.75	0
$0.75	100,000	3	0
$1.20	700,000	3	0

10. COMMITMENTS

On March 18, 2007, The Company has entered into a consulting agreement with Beerenbaum Media GmbH, to provide investor relations services to the Company for $7,500 per month commencing February 1, 2007.

F-13

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
The Stallion Group:

We have audited the accompanying balance sheet of The Stallion Group as of May 31, 2006 and the related statements of operations, changes in shareholders’ equity, and cash flows for the years ended May 31, 2006 and 2005, and for the period January 9, 2004 (inception) through May 31, 2006. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Stallion Group as of May 31, 2006, and the results of its operations and its cash flows for the years ended May 31, 2006 and 2005, and for the period January 9, 2004 (inception) through May 31, 2006 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred operating losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to this matter is also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Cordovano and Honeck LLP

Cordovano and Honeck LLP
Englewood, Colorado
July 11, 2006

F-14

THE STALLION GROUP

(An Exploration Stage Company)

Balance Sheet May 31, 2006

Assets
Current assets:
Cash	$	22,100
Prepaid expenses		444
Total current assets	$	22,544
Liabilities and Shareholders’ Equity
Current liabilities:
Accrued liabilities	$	3,800
Total current liabilities		3,800
Shareholders’ equity (Note 2):
Common stock, $.001 par value; 200,000,000 shares authorized,
9,306,500 shares issued and outstanding		9,307
Additional paid-in capital		92,843
Cumulative translation adjustment		1,110
Accumulated deficit		(84,516	)
Total shareholders’ equity		18,744
	$	22,544

See accompanying notes to financial statements

F-15

THE STALLION GROUP

(An Exploration Stage Company)

Statements of Operations

								January 9,
								2004
								(Inception)
		For The Years Ended						Through
		May 31,						May 31,
		2006			2005			2006
Expenses:
Contributed rent (Note 2)	$	1,200		$	1,200		$	2,900
Contributed administrative support (Note 2)		200			200			450
Mineral exploration and filing fees (Note 3)		27,753			—			27,753
Professional fees		11,675			5,100			19,275
Office (Note 2)		6,837			8,080			15,561
Organization costs		—			—			1,160
Travel		5,232			4,712			9,944
Business promotion (Note 2)		4,494			792			5,286
Other		1,913			269			2,187
Total expenses		59,304			20,353			84,516
Loss before income taxes		(59,304	)		(20,353	)		(84,516	)
Income tax provision (Note 4)		—			—			—
Net loss	$	(59,304	)	$	(20,353	)	$	(84,516	)
Basic and diluted loss per share	$	(0.01	)		(0.00	)
Basic and diluted weighted average
common stock outstanding		9,306,500			8,984,473

See accompanying notes to financial statements

F-16

THE STALLION GROUP

(An Exploration Stage Company)

Statement of Changes in Shareholders' Equity

										Cumulative
										Translation
										Adjustment
					Additional					Other
	Common Stock				Paid-In		Accumulated			Comprehensive
	Shares		Par		Capital		Deficit			Income/(Loss)			Total
			Value
Balance at January 9,	—	$	—	$	—	$	—		$	—		$	—
2004 (inception)
February 2004, common
stock sold to an
officer ($.001/share)	5,000,000		5,000		—		—			—			5,000
(Note 2)
April 2004 through May
2004, common
stock sold in private
placement offering
($.01/share) (Note 4)	3,200,000		3,200		28,800		—			—			32,000
Office space and
administrative support
contributed by an	—		—		550		—			—			550
officer (Note 2)
Net loss, period ended	—		—		—		(4,859	)		—			(4,859	)
May 31, 2004
Balance at May 31, 2004	8,200,000		8,200		29,350		(4,859	)		—			32,691
June 2004, common
stock sold in
private placement
offering
($.01/share) (Note 4)	800,000		800		7,200		—			—			8,000
May 2005, common
stock sold in
public offering, net of
offering costs
of $7,500	306,500		307		53,493								53,800
($.20/share)(Note 4)
Office space and
administrative support
contributed by an	—		—		1,400		—			—			1,400
officer (Note 2)
Comprehensive loss:
Net loss, year ended	—		—		—		(20,353	)		—			(20,353	)
May 31, 2005
Cumulative translation	—		—		—		—			(387	)		(387	)
adjustment

F-17

Comprehensive loss	—		—		—		—			—			(20,740	)
Balance at May 31, 2005	9,306,500		9,307		91,443		(25,212	)		(387	)		75,151
Office space and
administrative support
contributed by an	—		—		1,400		—			—			1,400
officer (Note 2)
Comprehensive loss:
Net loss, year ended	—		—		—		(59,304	)		—			(59,304	)
May 31, 2006
Cumulative translation	—		—		—		—			1,497			1,497
adjustment
Comprehensive loss	—		—		—		—			—			(57,807	)
Balance at May 31, 2006	9,306,500	$	9,307	$	92,843	$	(84,516	)	$	1,110		$	18,744

See accompanying notes to financial statements

F-18

THE STALLION GROUP

(An Exploration Stage Company)

Statements of Cash Flows

								January 9,
								2004
								(Inception)
		For The Years Ended						Through
		May 31,						May 31,
		2006			2005			2006
Cash flows from operating activities:
Net loss	$	(59,304	)	$	(20,353	)	$	(84,516	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Office space and administrative support
contributed by an officer (Note 2)		1,400			1,400			3,350
Changes in operating assets and liabilities:
Prepaid expenses		(72	)		(372	)		(444	)
Indebtedness to related parties		—			(1,841	)		—
Accrued liabilities		800			500			3,800
Net cash used in
operating activities		(57,176	)		(20,666	)		(77,810	)
Cash flows from financing activities:
Proceeds from the sale of common stock		—			69,300			106,300
Payment of offering costs		—			(7,500	)		(7,500	)
Net cash provided by
financing activities		—			61,800			98,800
Effect of exchange rate changes on cash		1,497			(387	)		1,110
Net change in cash		(55,679	)		40,747			22,100
Cash, beginning of period		77,779			37,032			—
Cash, end of period	$	22,100		$	77,779		$	22,100
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	—		$	—		$	—
Interest	$	—		$	—		$	—

See accompanying notes to financial statements

F-19

The Stallion Group

(An Exploration Stage Company)

Notes to Financial Statements

(1) Summary of Significant Accounting Policies

Organization and Basis of Presentation

The Stallion Group (the “Company”) was incorporated in the state of Nevada on January 9, 2004 to engage in the acquisition, exploration and development of mineral properties. The Company is in the exploration stage in accordance with Industry Guide 7. On May 31, 2004, the Company entered into an option agreement to acquire 100 percent of the right, title and interest in a mineral claim located in Omineca Mining District, British Columbia, Canada. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

The Company’s significant operating losses raise substantial doubt about the ability to continue as a going concern. Inherent in the Company’s business are various risks and uncertainties, including its limited operating history, historical operating losses, dependence upon strategic alliances, and the historical success rate of mineral exploration. Management’s plan is to acquire interests in certain mining claims and explore for minerals.

The Company’s future success is primarily dependent upon the existence of minerals on the property for which the Company owns an option to acquire claims. No minerals have yet been discovered on the property. The Company’s success will also be dependent upon its ability to raise sufficient capital to fund its exploration program and, if minerals are discovered, to mine the discovery on a timely and cost-effective basis.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Functional Currency

The Company’s functional currency is the Canadian dollar; however, the accompanying financial statements and footnotes refer to United States (“U.S.”) dollars unless Canadian dollars are specifically designated with “CDN”.

Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents at May 31, 2006.

Financial Instruments

At May 31, 2006, the fair value of the Company’s financial instruments approximate their carrying value based on their terms and interest rates.

F-20

Mineral Interests

Mineral interest acquisition costs include cash consideration and the estimated fair value of common stock issued for mineral properties, based on recent share issuances. Exploration and development expenditures are expensed in the period incurred until such time as the Company establishes the existence of commercial feasibility, at which time these costs will be deferred. Administrative expenditures are expensed in the period incurred.

Mineral interest acquisition costs and related interest and financing costs may be deferred until the property is placed into production, sold or abandoned. Mineral interest acquisition costs will be deferred only when and if proven and probable reserves have been found to exist. No proven or probable reserves are currently known to exist.

Any deferred costs will be amortized on a unit-of-production basis over the estimated proven and probable reserves of the property following commencement of commercial production or written off if the property is sold, allowed to lapse or abandoned.

Offering Costs

The Company defers offering costs, such as legal, accounting and printing costs, until such time as the offering is completed. At that time, the Company offsets the offering costs against the proceeds from the offering. If an offering is unsuccessful, the costs are charged to operations at that time.

Earnings (loss) per Common Share

The Company reports loss per share using a dual presentation of basic and diluted loss per share. Basic loss per share excludes the impact of common stock equivalents. Diluted loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. At May 31, 2006, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes (SFAS 109). SFAS 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Foreign Currency Translation

The accounts of the Company’s foreign operations have been translated into United States dollars. Assets and liabilities of those operations are translated in U.S. dollars using exchange rates as of the balance sheet date; income and expenses are translated using the average exchange rates for the reporting period. Translation adjustments are deferred in accumulated other comprehensive income (loss), a separate component of shareholders’ equity. There are no translation adjustments during the period.

Fiscal Year-end

The Company operates on a May 31 year-end.

(2) Related Party Transactions

F-21

The Company’s president contributed office space to the Company for the period presented. The office space was valued at $100 per month based on the market rate in the local area and is included in the accompanying financial statements as contributed rent expense with a corresponding credit to additional paid-in capital.

The president contributed administrative services to the Company for the period presented. The time and effort was recorded in the accompanying financial statements based on the prevailing rates for such services, which equaled $50 per hour based on the level of services performed. The services are reported as contributed administrative services with a corresponding credit to additional paid-in capital.

During the years ended May 31, 2006 and 2005, the Company paid Sylco Investments Ltd. (“Sylco”) $6,107 and $637, respectively, for business promotion and office expenses. Sylco is an affiliate of the Company that is 100% owned by the Company’s president.

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

(3) Option Agreements on Mineral Interests

Mayan Minerals Ltd. Option Agreement

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

A. Make option exploration expenditures as follows:

	Exploration
	Expenditures	Due Date
CDN	$ 35,000.00	August 31, 2005
CDN	85,000.00	August 31, 2006
	$ 120,000.00

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

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

A $7,964 (CDN$10,000) deposit was made on Phase I of the work program on the claims in June 2005 and a final payment of $19,789 (CDN$23,280) was made on Phase I in October 2005. The Company’s initial exploration expenditure requirements were deemed to have been met in accordance with the option agreement following the two payments.

During May 2006, the Company received the engineering report on the first phase of the property’s exploration, which included the following recommendations:

If the Company determines that it should continue with the projected three-phase exploration program, the second phase should be comprised of three parts:

Phase ^2A Stake an additional 40 to 50 claims to the east, west, and north of the existing claim (estimated cost of CDN$18,000).

F-22

Phase 2B	Repeat the Phase 1 general exploration program on the newly acquired claims (estimated cost of CDN$100,000).
Phase 2C	Conduct diamond drilling over selected targets determined from Phase 2B (estimated cost of CDN$150,000).

Phase 3 of exploration would continue the diamond drill program if results from Phase 2 are positive (estimated cost of CDN$220,000).

(4) Shareholders’ Equity

Between April 2004 and June 2004, the Company offered for sale 4,000,000 shares of its common stock at a price of $0.01 per share. The Company closed the offering after selling all 4,000,000 shares for gross proceeds of $40,000. The offering was made in reliance on an exemption from registration of a trade in the United States under Rule 903 of Regulation S of the United States Securities Act of 1933, as amended.

Between February and May 2005, the Company offered for sale a minimum of 250,000 shares and a maximum of 500,000 shares of its common stock at a price of $0.20 per share. The Company closed the offering after selling 306,500 shares for gross proceeds of $53,800, net of $7,500 offering costs. The offering was made under an SB-2 offering registered by Regulation S-B under the United States Security Act of 1933, as amended.

(5) Income Taxes

A reconciliation of the U.S. statutory federal income tax rate to the effective tax rate is as follows:

	For the Years Ended
	May 31,
	2006	2005
U.S. statutory federal rate	16.37%	15.00%
Contributed rent and services	-0.39%	-1.03%
Net operating loss for which no tax
benefit is currently available	-15.98%	-13.97%
	0.00%	0.00%

		May 31,
		2006
Deferred tax assets	$	12,965
Deferred tax liabilities		-
Valuation allowance		(12,965	)
	$	-

At May 31, 2006, deferred tax assets consisted of a net tax asset of $12,965, due to operating loss carryforwards of $81,166, which was fully allowed for, in the valuation allowance of $12,965. The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery. The change in the valuation allowance for the years ended May 31, 2006 and 2005 totaled $9,476 and $2,843, respectively. The net operating loss carryforward expires through the year 2026.

F-23

The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax asset will be realized. At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required.

Should the Company undergo an ownership change as defined in Section 382 of the Internal Revenue Code, the Company’s tax net operating loss carryforwards generated prior to the ownership change will be subject to an annual limitation, which could reduce or defer the utilization of these losses.

F-24

Part II. Information Not Required In Prospectus

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses of the offering, whether or not all shares are sold, all of which are to be paid by the registrant, are as follows:

Transfer Agent Fees	$1,500
SEC and EDGAR Filing Fees	568
Legal Fees and Expenses	20,000
Accounting Fees and Expenses	1,000
Contingency & Miscellaneous Expenses	1,500
TOTAL	$24,568

RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, Stallion has sold the following securities which were not registered under the Securities Act of 1933, as amended:

In February and March of 2007 we issued 1,055,294 units at $0.425 per unit for cash proceeds of $448,500. Each unit consists of a share in our common stock and a warrant. Each warrant may be exercised until December 1, 2008 to acquire an additional share of our common stock at an exercise price of $0.50 per share. The units were issued to non-U.S. persons pursuant to Regulation S of the Securities Act of 1933.

In October of 2006 we issued 9,305,160 units (adjusted for a subsequent two for one share split) at a price of $0.05 per unit for cash proceeds of $465,258. Each unit consists of a share in our common stock and a warrant. Each warrant may be exercised until August 1, 2008 to acquire an additional share of our common stock at an exercise price of $0.10 per share. The units were issued to non-U.S. persons pursuant to Regulation S of the Securities Act of 1933.

The Company incorporates by reference the Recent Sales of Unregistered Securities (a) prior sales of common stock section of Amendment No.3 to the Company’s registration statement on Form SB-2 filed with the Securities and Exchange Commission on February 3, 2005 (File No. 333-18360).

EXHIBITS

The following Exhibits are filed as part of this registration statement or are incorporated herein by reference.

Exhibit No.	Document Description
3.1(1)	Articles of Incorporation
3.2(2)	Certificate of Change and Amended and Restated Articles of Incorporation
3.3(3)	Certificate of Change to Articles of Incorporation
3.4 (1)	Bylaws
4.1(1)	Specimen Stock Certificate
5.1	Opinion of Morton & Company*
10.1(4)	Memorandum agreement with Griffin & Griffin Exploration, LLC
10.2	Operating Agreement with Griffin & Griffin Exploration, LLC*
23.1	Consent of Cordovano & Honeck, P.C. Certified Public Accountants*
23.2	Consent of Counsel (see Exhibit 5.1)
24.1	Power of Attorney (Included on Signature Page)

* Filed herewith

(1) Incorporated by reference to the corresponding exhibits forming part of the Form SB-2 Registration Statement filed with the SEC on August 19, 2004 under file number 333-118360.
(2) Incorporated by reference to Exhibit 99.1 to the Form 8-K filed with the SEC on September 27, 2006. (3) Incorporated by reference to Exhibit 99.1 to the Form 8-K filed with the SEC on April 17, 2007.
(4) Incorporated by reference to Exhibit 99.1 to the Form 8-K filed with the SEC on August 11, 2006.

UNDERTAKINGS

The undersigned registrant hereby undertakes as follows:

1. To file, during any period in which offers or sales are being made, post-effective amendment to this registration statement to:

(i)	Include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)	Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of the Registration Fee” table in the effective registration statement; and
(iii)	Include any material information with respect to the plan of distribution not previously disclosed in the registration statement.

2.	For the purpose of determining any liability under the Securities Act, to treat each post-effective amendment that contains a prospectus as a new registration statement of the securities offered, and the offering of the securities at that time as the initial bona fide offering of those securities.
3.	File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
4.	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described above in Item 24, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
	In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction of the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and have authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, Province of British Columbia, on the 4^th day of July, 2007.

The Stallion Group
(Registrant)		/s/ Christopher Paton-Gay
	By:
		Christopher Paton-Gay
		Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher Paton-Gay, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form SB-2 of The Stallion Group, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

SIGNATURE	TITLE	DATE
/s/ Christopher Paton-Gay
	Chief Executive Officer,	July 4, 2007
Christopher Paton-Gay	Chairman, Director
/s/ Kulwant Sandher
	Chief Financial Officer,	July 4, 2007
Kulwant Sandher	Secretary, Director