---

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

FORM 10-QSB

x QUARTERLY REPORT
  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the quarterly period ended October 31, 2005

 ̈ TRANSITION REPORT
  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the Transition Period From _________ to _________

COMMISSION FILE NUMBER 000-16283

CATHAY MERCHANT GROUP, INC.(Name of Small
Business Issuer in Its Charter)

|DELAWARE                                                             | 04-2608713                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation
      or organization) | (I.R.S. Employer Identification No.)

|3604 Tower 1,                            |           
|---------------------------------------- | ----------
|Kerry Everbright City,                   |           
|218 Tian Mu Road West,                   |           
|Shanghai, P.R. China                     | 200070    
|(Address of principal executive offices) | (Zip Code)

Issuer's telephone number, including area code:(86) 21-6353-0012

Check whether the issuer: (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Securities Exchange Act during the past
  12 months (or for such shorter period that the Registrant was required to file
  such reports), and (2) has been subject to such filing requirements for the
  past 90 days. x YES  ̈
  NO

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

The number of shares outstanding of the issuer's common stock as
at December 9, 2005 was 18,796,829.

Transitional Small Business Disclosure Format (check one):  ̈
  YES x NO

---

|CATHAY MERCHANT GROUP, INC. AND SUBSIDIARIES
|--------------------------------------------
|QUARTERLY REPORT - FORM 10-QSB              
|THREE MONTHS ENDED OCTOBER 31, 2005         
|                                            
|TABLE OF CONTENTS                           

**PART I**
      
    PageItem 1. Financial
        Statements
      
      3-8Item 2. Management's Discussion
        and Analysis or Plan of Operation
      
      9-11Item 3. Controls
        and Procedures
      
      11PART IIItem 1. Legal
        Proceedings
      
      11Item 2. Unregistered Sales of
        Equity Securities and Use of Proceeds
      
      11Item 3. Defaults
        Upon Senior Securities
      
      11Item 4. Submission of Matters
        to a Vote of Security Holders
      
      11Item 5. Other
        Information
      
      11Item 6. Exhibits and Reports on
        Form 8-K
      
      12-14


Forward Looking Statements

Certain
statements contained in this quarterly report and other written material and
oral statements made from time to time by us do not relate strictly to
historical or current facts. As such, they are considered "forward-looking
statements" that provide current expectations or forecasts of future events.
Such statements are typically characterized by terminology such as "believe,"
"anticipate," "should," "intend," "plan," "will," "expect," "estimate,"
"project," "strategy" and similar expressions. Our forward-looking statements
generally relate to the prospects for our ability to identify new business
opportunities, develop new business strategies and execute such business
strategies. These statements are based upon assumptions and assessments made by
our management in light of its experience and its perception of historical
trends, current conditions, expected future developments and other factors our
management believes to be appropriate. These forward-looking statements are
subject to a number of risks and uncertainties, including the following: our
ability to identify and evaluate business opportunities that will achieve
profitable operations while maintaining sufficient cash to operate our business
and meet our liquidity requirements: our ability to obtain financing, if
required, on terms acceptable to us, if at all; our ability to successfully
attract strategic partners and to market both new and existing products and
services domestically and internationally; exposure to lawsuits and regulatory
proceedings; governmental laws and regulations affecting domestic and foreign
operations; our ability to identify and complete diversification opportunities;
and the impact of acquisitions, divestitures, restructurings, product
withdrawals and other unusual items. Except as required by applicable law, our
company undertakes no obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise.

2

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

|CATHAY MERCHANT GROUP, INC. AND SUBSIDIARIES
|--------------------------------------------
|CONSOLIDATED BALANCE SHEETS                 
|(DOLLARS IN THOUSANDS)                      

|                                                 |   | OCTOBER 31, |   |   | JULY 31, |  
|------------------------------------------------ | - | ----------- | - | - | -------- | -
|                                                 |   | 2005        |   |   | 2005     |  
|                                                 |   | (UNAUDITED) |   |   |          |  
|ASSETS                                           |   |             |   |   |          |  
|Current Assets:                                  |   |             |   |   |          |  
|Cash and cash equivalents                        | $ | 4,501       |   | $ | 3,865    |  
|Restricted cash                                  |   | 65          |   |   | 66       |  
|Receivables                                      |   | 1,334       |   |   | 1,181    |  
|Due from affiliates                              |   | 1,061       |   |   | 1,464    |  
|Inventories                                      |   | 8,546       |   |   | 8,621    |  
|Prepaid expenses and other                       |   | 176         |   |   | 184      |  
|Deferred tax benefits                            |   | 565         |   |   | 571      |  
|Total current assets                             |   | 16,248      |   |   | 15,952   |  
|Non-current Assets:                              |   |             |   |   |          |  
|Deferred credit facility costs                   |   | 278         |   |   | 298      |  
|Property, plant and equipment                    |   | 1,094       |   |   | 991      |  
|Purchase option agreements                       |   | 14,728      |   |   | 14,894   |  
|Goodwill                                         |   | 5,259       |   |   | 5,274    |  
|Deferred tax benefits                            |   | 59          |   |   | 59       |  
|Total non-current
      assets                   |   | 21,418      |   |   | 21,516   |  
|Total assets                                     | $ | 37,666      |   | $ | 37,468   |  
|                                                 |   |             |   |   |          |  
|LIABILITIES & STOCKHOLDERS' EQUITY               |   |             |   |   |          |  
|Current Liabilities:                             |   |             |   |   |          |  
|Accounts payable and accrued expenses            | $ | 14,126      |   | $ | 14,161   |  
|Due to affiliates                                |   | 2,163       |   |   | 1,302    |  
|Total current liabilities                        |   | 16,289      |   |   | 15,463   |  
|Long-term Liabilities:                           |   |             |   |   |          |  
|Debt                                             |   | 10,387      |   |   | 10,503   |  
|Other liabilities                                |   | 40          |   |   | 22       |  
|Total long-term liabilities                      |   | 10,427      |   |   | 10,525   |  
|Total liabilities                                |   | 26,716      |   |   | 25,988   |  
|Stockholders' Equity:                            |   |             |   |   |          |  
|Common stock                                     |   | 2,029       |   |   | 2,029    |  
|Additional paid-in capital                       |   | 28,008      |   |   | 28,008   |  
|Accumulated deficit                              |   | (13,656     | ) |   | (13,280  | )
|Treasury stock, at cost                          |   | (5,313      | ) |   | (5,313   | )
|Cumulative translation adjustment                |   | (118        | ) |   | 36       |  
|Total stockholders' equity                       |   | 10,950      |   |   | 11,480   |  
|Total liabilities
      and stockholders' equity | $ | 37,666      |   | $ | 37,468   |  

See accompanying notes.

3

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|CATHAY MERCHANT GROUP, INC. AND SUBSIDIARIES    
|------------------------------------------------
|UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS 
|(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

|                                                   |   | THREE MONTHS ENDED |  
|-------------------------------------------------- | - | ------------------ | -
|                                                   |   | OCTOBER 31,        |  
|                                                   |   | 2005               |  
|Product sales, net                                 | $ | 19,127             |  
|Cost of goods sold                                 |   | 18,302             |  
|                                                   |   | 825                |  
|General and administrative expenses                |   | 748                |  
|Operating profit (loss)                            |   | 77                 |  
|Other income (expense):                            |   |                    |  
|Interest and financing
      charges, net          |   | (489               | )
|Miscellaneous                                      |   | 40                 |  
|                                                   |   | (449               | )
|Loss before income tax                             |   | (372               | )
|Income tax                                         |   | 4                  |  
|Net loss                                           | $ | (376               | )
|Net loss per common share, basic and
      diluted | $ | (0.02              | )

See accompanying notes.

4

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|CATHAY MERCHANT GROUP, INC. AND SUBSIDIARIES           
|-------------------------------------------------------
|UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|(DOLLARS IN THOUSANDS)                                 

|                                                                        |   | THREE MONTHS ENDED |  
|----------------------------------------------------------------------- | - | ------------------ | -
|                                                                        |   | OCTOBER 31,        |  
|                                                                        |   | 2005               |  
|Net loss                                                                | $ | (376               | )
|Other comprehensive loss, foreign currency translation
      adjustment |   | (154               | )
|Comprehensive loss                                                      | $ | (530               | )

See accompanying notes

5

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|CATHAY MERCHANT GROUP, INC. AND SUBSIDIARIES   
|-----------------------------------------------
|UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
|(DOLLARS IN THOUSANDS)                         

|                                                         |   | THREE MONTHS ENDED |  
|-------------------------------------------------------- | - | ------------------ | -
|                                                         |   | OCTOBER 31,        |  
|                                                         |   | 2005               |  
|OPERATING ACTIVITIES:                                    |   |                    |  
|                                                         |   |                    |  
|Net loss                                                 | $ | (376               | )
|Adjustments to reconcile net loss to net cash            |   |                    |  
|provided by operating
      activities:                  |   |                    |  
|Depreciation and amortization                            |   | 73                 |  
|Accrued interest on promissory
      note                |   | 94                 |  
|Foreign exchange                                         |   | (98                | )
|Changes in operating assets
      and liabilities:       |   |                    |  
|Receivables                                              |   | (169               | )
|Due from affiliates                                      |   | 393                |  
|Refundable income taxes                                  |   | -                  |  
|Inventories                                              |   | (21                | )
|Prepaid expenses and other current
      assets          |   | 10                 |  
|Accounts payable and
      other current liabilities     |   | 87                 |  
|Due to affiliates                                        |   | 827                |  
|Net cash
      provided by operating activities          |   | 820                |  
|                                                         |   |                    |  
|INVESTING ACTIVITIES:                                    |   |                    |  
|Purchase of fixed assets                                 |   | (167               | )
|Net
      cash used in investing activities              |   | (167               | )
|                                                         |   |                    |  
|FINANCING ACTIVITIES:                                    |   |                    |  
|Proceeds from exercise of stock options                  |   | -                  |  
|Borrowing from a credit
      facility                   |   | -                  |  
|Net cash provided by financing
      activities          |   | -                  |  
|                                                         |   |                    |  
|Effects of foreign exchange on cash and cash equivalents |   | (17                | )
|Increase in cash and cash equivalents                    |   | 636                |  
|Cash and cash equivalents, beginning of period           |   | 3,865              |  
|Cash and cash equivalents, end of period                 | $ | 4,501              |  
|                                                         |   |                    |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                      |   |                    |  
|Income taxes paid                                        | $ | 4                  |  
|Interest expenses paid                                   | $ | --                 |  

See accompanying notes.

6

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|CATHAY MERCHANT GROUP, INC. AND SUBSIDIARIES
|--------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
|(UNAUDITED)                                 

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

The
notes to these consolidated financial statements are presented in United States
dollars, unless otherwise indicated. With the exception of per share amounts,
amounts are presented in thousands.

Description of Business

Cathay
Merchant Group, Inc. is primarily an aluminium manufacturing and trading
company.

On
June 30, 2005, the Company, acting through its wholly-owned subsidiary, Cathay
Merchant Group Limited ("CMG") (a Samoan Corporation), acquired all of the
shares of AWP Aluminium Walzprodukte GmbH ("AWP") and AFM Aluminiumfolie
Merseburg GmbH ("AFM") for an aggregate purchase price of $18,500 (Euro 15,300).
AWP and AFM are incorporated under the laws of Germany. The Company expects that
AWP and AFM will serve as a trading platform for Chinese companies involved in
the export of aluminium products.

In
addition, the Company, through its wholly-owned subsidiaries, CMG and Cathay
Merchant Group (Shanghai) Wind Energy Co. Ltd., has investments in the
development of two wind energy projects in the Hebei Province in China, the Twin
Dragons Wind Farm and the Kanglong Wind Farm, neither of which has generated any
revenues.

Basis of Presentation

The
unaudited interim period consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC"). Certain information and footnote disclosure
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such SEC rules and regulations. The interim period
consolidated financial statements should be read together with the audited
consolidated financial statements and accompanying notes included in the
Company's latest annual report on Form 10-KSB for the fiscal year ended July 31,
2005. In the opinion of the Company, the unaudited consolidated financial
statements contained herein contain all adjustments (all adjustments are those
of a normal, recurring nature) to present a fair statement of the results of the
interim periods presented. The results for the periods presented herein may not
be indicative of the results for any subsequent period or the entire year.

2. LOSS PER SHARE

Basic
loss per share is based upon the weighted average number of common shares
outstanding during the period. Diluted loss per share reflects the effect of
dilutive securities, if any, principally stock options and warrants. Dilutive
securities were not included in the calculation of diluted weighted average
shares for the three months ended October 31, 2005 and 2004, due to their
anti-dilutive effect.

The
following table sets forth the computation of basic and diluted loss per
share:

|                                      |   | THREE MONTHS ENDED |  
|------------------------------------- | - | ------------------ | -
|                                      |   | OCTOBER 31,        |  
|                                      |   | (Unaudited)        |  
|                                      |   | 2005               |  
|Net loss                              | $ | (376               | )
|Weighted-average shares               |   | 18,797             |  
|Net loss per share, basic and diluted | $ | (0.02              | )

7

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3. BUSINESS SEGMENT INFORMATION

During
the three months ended October 31, 2005, the Company operated in one reportable
business segment: manufacturing and trading of aluminium products, and all
revenues were derived from Europe.

The
following tables disclose the Company's sales by product types for the three
months ended October 31, 2005:

By product types
      
    AmountSheets
      $
    1,900Strips
      
    4,105Blanks
      
    3,123Foils
      
    9,911Other
      
    88$
    19,127


As
of October 31, 2005, there was no material change in total assets from July 31,
2005.

4. RELATED PARTIES TRANSACTIONS

During
the three months ended October 31, 2005, the Company had the following
transactions with KHD Humboldt Wedag International Ltd. (collectively with its
subsidiaries, "KHD"), which currently owns a 27.8% equity interest in the
Company:

a) Deposited its cash and cash
equivalents with a banking subsidiary of KHD. Interest income on the deposit was
$2. Such deposit amounted to $3,000 as at October 31, 2005.

b) Paid an unused Credit Facility fee
of $35.

c) Paid a management fee of $225.

d) Sold $14,814 of product and paid a
net financing charge of $303.

5. SUBSEQUENT EVENT

The
Companys board of directors approved a change in the Companys fiscal year end
from July 31 to December 31.

8

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.

Overview

Our
primary business involves the manufacturing and trading of aluminium
products.

On
June 30, 2005, we acquired all of the shares of AWP Aluminium Walzprodukte GmbH
and AFM Aluminiumfolie Merseburg GmbH, for consideration of $18.5 million (Euro
15.3 million).

We
acquired all of the outstanding shares of AWP Aluminium Walzprodukte from a
wholly-owned subsidiary of KHD Humboldt Wedag International Ltd. pursuant to a
share purchase agreement dated June 30, 2005, for consideration of $10.0 million
(Euro 8.3 million). AWP Aluminium Walzprodukte is based in Hettstedt, Germany,
and operates an aluminium rolling mill through its wholly-owned subsidiary MAW
Mansfelder Aluminiumwerke. Its products include aluminium sheets, foils, strips
and blanks for use by industrial and commercial fabricators of aluminium
products, principally for the European market.

We
acquired all of the outstanding shares of AFM Aluminiumfolie Merseburg, pursuant
to a share purchase agreement dated June 30, 2005, for consideration of $8.5
million (Euro 7.0 million). AFM Aluminiumfolie Merseburg is based in Merseburg,
Germany, and also operates an aluminium rolling mill. It produces aluminium foil
for flexible (food and beverage) packaging, pharmaceutical packaging and
technical applications. AFM Aluminiumfolie Merseburg's principal market is also
Europe.

Our
other two investments involve the development of wind farms in the Hebei
Province of the People's Republic of China.

All
of our revenues to date have been generated by our two aluminium rolling mills,
which were acquired on June 30, 2005.

The
following discussion and analysis of the results of operations and financial
condition of our company for the three months ended October 31, 2005 should be
read in conjunction with the consolidated financial statements and related notes
included in this quarterly report, as well as our company's most recent annual
report on Form 10-KSB for the fiscal year ended July 31, 2005 filed with the
United States Securities and Exchange Commission.

Results of Operations - Three Months Ended October 31,
2005

Net
product sales were $19.1 million for the three months ended October 31, 2005,
compared to $nil in the same period in 2004. The product sales were from our two
new subsidiaries which operate the aluminium mills.

Cost
of sales was $18.3 million for the three months ended October 31, 2005, compared
to $nil in the same period in 2004. The increase was in line with the increase
in sales.

General
and administrative expenses for the three months ended October 31, 2005 were
$0.7 million, compared to $0.4 million for the same period in 2004. We paid $0.2
million for reimbursement of expenses and administrative and management fees to
KHD Humboldt Wedag International and its subsidiaries for the three months ended
October 31, 2005.

We
reported a net loss of $0.4 million, or $0.02 per common share for the three
months ended October 31, 2005, compared to $0.2 million, or $0.01 per common
share, in the same period in 2004.

Liquidity and Capital Resources

At
October 31, 2005, we had a working capital deficency of $41,000, compared to
working capital of $0.5 million at July 31, 2005.

We
entered into a five-year $20 million revolving credit facility dated April 26,
2004 with MFC Merchant Bank S.A., a wholly-owned subsidiary of KHD Humboldt
Wedag International, which is to mature in March 2009. In August 2004, MFC
Merchant Bank converted $1,575,000 of the principal that we have drawn under the
credit

9

---

facility into 3,150,000 shares of our common stock at the
exercise price of $0.50 per share. As of October 31, 2005, we have an unused
portion of a credit facility of $18,425,000. We are required to pay interest on
any outstanding principal amount that we have drawn down under the credit
facility on the first banking day of each calendar month, at an annual rate of
Libor (being the one month London Inter-Bank Offered Rate fixed daily by the
British Bankers Association) plus 3.5%, based on a 360 day year. The credit
facility is secured by a first fixed and specific charge and security interest
on all of our property, assets and undertakings imposed under our promissory
note in the aggregate principal amount of $20,000,000, and a floating charge on
all of our company's other property, assets and undertakings not specifically
mortgaged and charged under the promissory note, including after-acquired assets
or the proceeds of any and all assets. Our obligations under the credit facility
are also secured by a pledge agreement in the aggregate principal amount of
$20,000,000, pursuant to which we have pledged to MFC Merchant Bank all or our
existing and future pecuniary claims against third parties.

As
a result of our revenues from our aluminium rolling mills combined with the
funds available for use under the MFC Merchant Bank credit facility, we believe
that we have sufficient working capital to meet operating expenses during the
next twelve months. Currently, we are also seeking investments in or
acquisitions of companies, technologies or products. We may need additional
capital if we pursue other opportunities that we may identify through such
activities. Should the need arise, we will consider financing alternatives in
addition to the possibility of further draws under our credit facility with MFC
Merchant Bank, including the possibility of effecting private placements of our
securities.

There
is no assurance that management will find suitable opportunities or effect the
necessary financial arrangements for such investments or provide the working
capital needed for the acquired activities.

Operating Activities

Operating
activities provided cash of $0.8 million for the three months ended October 31,
2005, compared to $3.4 million in the same period in 2004, primarily as a result
of collection of refundable income taxes in 2004.

Investing Activities

Investing
activities used cash of $0.2 million for the the three months ended October 31,
2005, compared to $46,000 in the same period in 2004, primarily due to the
purchase of fixed assets in 2005.

Financing Activities

Financing
activities provided cash of $nil for the three months ended October 31, 2005,
compared to $1.6 million in the same period in 2004, primarily due to borrowing
from a credit facility in 2004.

Off-Balance Sheet Arrangements

The
following table sets forth our best estimates for material long-term obligations
as at July 31, 2005. Operating leases include commitments for office space,
computers and office equipment. As of July 31, 2005, our principal business
office is located in Shanghai, People's Republic of China. We occupy
approximately 113-square-meters of leased office space, under an informal,
month-to-month lease arrangement and payment under this arrangement is not
included in the following table. We paid $19,000 during the fiscal year ended
July 31, 2005, under this arrangement. The table excludes commitments such as
open purchase orders under long-term agreements with customers and suppliers. We
have no minimum purchase or supply arrangements in place. Our contractual
obligations as of July 31, 2005 were:

|                              |   | Payments Due by Period | 
|----------------------------- | - | ---------------------- | 
|                              |   | (in $000's )           | 
|Contractual                   |   |                        | 
|Obligations(1)                |   | Total                  | 
|Capital Lease Obligations     | $ | 91                     | 
|Operating Leases              |   | 3,266                  | 
|Purchase Obligations          |   | 67                     | 
|Total Contractual Obligations | $ | 3,424                  | 

10

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|(1) | There have been no material changes to the contractual obligations (summarized
      in the above table of contractual obligations at July 31, 2005) during the
      three months ended October 31, 2005 that are outside the ordinary course
      of our business.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 3. CONTROLS AND PROCEDURES.

We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities
and Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commissions' rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer (who is
also our Chief Financial Officer) to allow for timely decisions regarding
required disclosure. In designing and evaluating our disclosure controls and
procedures, our management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and our management is required to
apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.

As
of October 31, 2005, the end of the quarter covered by this report, we carried
out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer (who is also our Chief
Financial Officer) of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our Chief Executive
Officer (who is also our Chief Financial Officer) concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.

There
have been no significant changes in our internal controls over financial
reporting that occurred during our most recent quarter ended October 31, 2005
that have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

As
of December 5, 2005, we were not party to any pending legal proceedings and none
of our directors, officers, affiliates or significant shareholders were party to
any material legal proceedings which were adverse to us. In the ordinary course
of conducting our business, we may become subject to litigation and claims
regarding various matters.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

11

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ITEM 6. EXHIBITS.

The
following documents are either incorporated by reference or filed herewith in
accordance with Item 601 of Regulation SB.

|Exhibit |                                                                                                                                           | Filed    |        |                 
|------- | ----------------------------------------------------------------------------------------------------------------------------------------- | -------- | ------ | ----------------
|Number  | Exhibit Title                                                                                                                             | Herewith | Form   | Filing Date     
|        |                                                                                                                                           |          |        |                 
|(3)(i)  | Articles of Incorporation                                                                                                                 |          |        |                 
|        |                                                                                                                                           |          |        |                 
|3.1.1   | Certificate of Incorporation of Cathay
      Merchant Group, Inc., a Delaware corporation                                                 |          | S-1    | April 13, 1981  
|
|
|        |                                                                                                                                           |          |        |                 
|3.1.2   | Certificate of Amendment to Certificate
      of Incorporation of Cathay Merchant Group, Inc., a Delaware corporation                     |          | 10-Q   | January 31, 1987
|
|
|
|        |                                                                                                                                           |          |        |                 
|3.1.3   | Certificate of Amendment to Certificate
      of Incorporation of Cathay Merchant Group, Inc., a Delaware corporation                     |          | 10-K   | July 28, 1990   
|
|
|
|        |                                                                                                                                           |          |        |                 
|3.1.4   | Certificate of Amendment to Certificate
      of Incorporation of Cathay Merchant Group, Inc., a Delaware corporation                     |          | 10-KSB | July 31, 1997   
|
|
|
|        |                                                                                                                                           |          |        |                 
|3.1.5   | Certificate of Amendment to Certificate
      of Incorporation of Cathay Merchant Group, Inc., a Delaware corporation                     |          | 8-K    | June 5, 1998    
|
|
|
|        |                                                                                                                                           |          |        |                 
|3.1.6   | Certificate of Designations of Series
      A Convertible Preferred Stock of Cathay Merchant Group, Inc., a Delaware
      Corporation    |          | 8-K    | June 5, 1998    
|
|
|
|
|        |                                                                                                                                           |          |        |                 
|3.1.7   | Certificate of Designations of Series
      B 5% Convertible Preferred Stock of Cathay Merchant Group, Inc., a Delaware
      Corporation |          | 8-K    | February 9, 1999
|
|
|
|
|        |                                                                                                                                           |          |        |                 
|3.1.8   | Certificate of Amendment to Certificate
      of Incorporation of Cathay Merchant Group, Inc., a Delaware corporation                     |          | 8-K    | January 10, 2000
|
|
|
|        |                                                                                                                                           |          |        |                 
|3.1.9   | Certificate of Amendment to Certificate
      of Incorporation of Cathay Merchant Group, Inc., a Delaware corporation                     |          | 8-K    | October 7, 2004 
|
|
|

12

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|Exhibit |                                                                                                                                                                                                                                    | Filed    |        |                  
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | ------ | -----------------
|Number  | Exhibit Title                                                                                                                                                                                                                      | Herewith | Form   | Filing Date      
|        |                                                                                                                                                                                                                                    |          |        |                  
|3(ii)   | By-laws                                                                                                                                                                                                                            |          |        |                  
|        |                                                                                                                                                                                                                                    |          |        |                  
|3.2.1   | Amended Bylaws of Cathay Merchant Group,
      Inc., a Delaware corporation                                                                                                                                                        |          | 8-K    | May 17, 2000     
|
|
|        |                                                                                                                                                                                                                                    |          |        |                  
|(10)    | Material contracts                                                                                                                                                                                                                 |          |        |                  
|        |                                                                                                                                                                                                                                    |          |        |                  
|10.1    | Asset Purchase Agreement dated December
      8, 2003, between Equidyne Systems, Inc. and HNS International Inc.                                                                                                                   |          | 8-K    | December 19, 2003
|
|
|
|        |                                                                                                                                                                                                                                    |          |        |                  
|10.2    | Amendment Agreement dated December 12,
      2003, between Equidyne Systems, Inc. and HNS International Inc.                                                                                                                       |          | 8-K    | December 19, 2003
|
|
|
|        |                                                                                                                                                                                                                                    |          |        |                  
|10.3    | Patent Purchase Agreement dated December
      8, 2003, between Equidyne Systems, Inc. and HNS International Inc.                                                                                                                  |          | 8-K    | December 19, 2003
|
|
|
|        |                                                                                                                                                                                                                                    |          |        |                  
|10.4    | Stock Purchase Agreement dated April
      26, 2004, between Cathay Merchant Group, Inc. and Raj Kumar.                                                                                                                            |          | 8-K    | April 30, 2004   
|
|
|
|        |                                                                                                                                                                                                                                    |          |        |                  
|10.5    | Credit Facility Agreement dated as of
      April 26, 2004, between Cathay Merchant Group, Inc. and MFC Merchant Bank
      S.A.                                                                                                   |          | 8-K    | April 30, 2004   
|
|
|
|
|        |                                                                                                                                                                                                                                    |          |        |                  
|10.6    | Financial Advisory Agreement dated January
      1, 2004, between Cathay Merchant Group, Inc. and MFC Merchant Bank S.A.                                                                                                           |          | 10-KSB | October 29, 2004 
|
|
|
|        |                                                                                                                                                                                                                                    |          |        |                  
|10.7    | Memorandum of Understanding dated September
      16, 2004, among MFC Bancorp Ltd., Weichang Manchu Mongolia Autonomous County
      Government of Hebei Province, Yudaokou County Government and Laowopu County
      Government. |          | 10-QSB | December 15, 2004
|
|
|
|
|
|
|
|

13

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|Exhibit |                                                                                                                                                                                                                                                | Filed    |        |                  
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | ------ | -----------------
|Number  | Exhibit Title                                                                                                                                                                                                                                  | Herewith | Form   | Filing Date      
|        |                                                                                                                                                                                                                                                |          |        |                  
|10.8    | Addendum of Memorandum of Understanding
      dated September 26, 2004, among MFC Bancorp Ltd., Weichang Manchu Mongolia
      Autonomous County Government of Hebei Province, Yudaokou County Government
      and Laowopu County Government. |          | 10-QSB | December 15, 2004
|
|
|
|
|
|
|
|
|        |                                                                                                                                                                                                                                                |          |        |                  
|10.11   | Memorandum of Understanding dated January
      28, 2005, between Cathay Merchant Group (Shanghai) Wind Energy Co., Ltd.
      and Kangbao County Government of Hebei Province and Chuzhangdi Town Government.                                 |          | 10-KSB | October 31, 2005 
|
|
|
|
|
|
|
|
|        |                                                                                                                                                                                                                                                |          |        |                  
|10.12   | Wind Park Project Land Use Rights Agreement
      dated February 23, 2005, between Cathay Merchant Group (Shanghai) Wind Energy
      Co., Ltd. and Kangbao County Government.                                                                 |          | 10-KSB | October 31, 2005 
|
|
|
|
|
|
|        |                                                                                                                                                                                                                                                |          |        |                  
|10.13   | Share Purchase Agreement dated June 30,
      2005, between Cathay Merchant Group Limited and Blake International Limited.                                                                                                                     |          | 8-K    | June 30, 2005    
|
|
|
|
|        |                                                                                                                                                                                                                                                |          |        |                  
|10.14   | Promissory Note dated June 30, 2005,
      between Cathay Merchant Group Limited and Cathay Merchant Group, Inc.                                                                                                                               |          | 8-K    | June 30, 2005    
|
|
|
|        |                                                                                                                                                                                                                                                |          |        |                  
|10.15   | Share Purchase Agreement dated June 30,
      2005, between Cathay Merchant Group Limited and Universal Metals Limited.                                                                                                                        |          | 8-K    | June 30, 2005    
|
|
|
|
|        |                                                                                                                                                                                                                                                |          |        |                  
|10.16   | Promissory Note dated June 30, 2005,
      between Cathay Merchant Group Limited and Cathay Merchant Group, Inc.                                                                                                                               |          | 8-K    | June 30, 2005    
|
|
|
|        |                                                                                                                                                                                                                                                |          |        |                  
|(31)    | Section 302 Certification                                                                                                                                                                                                                      |          |        |                  
|        |                                                                                                                                                                                                                                                |          |        |                  
|31.1    | Chief Executive
      Officer and Chief Financial Officer                                                                                                                                                                                      | X        |        |                  
|
|        |                                                                                                                                                                                                                                                |          |        |                  
|(32)    | Section 906 Certifications                                                                                                                                                                                                                     |          |        |                  

14

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|Exhibit |                                                           | Filed    |      |            
|------- | --------------------------------------------------------- | -------- | ---- | -----------
|Number  | Exhibit Title                                             | Herewith | Form | Filing Date
|        |                                                           |          |      |            
|32.1    | Chief Executive
      Officer and Chief Financial Officer | X        |      |            
|

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|Dated: December 15, 2005 | CATHAY MERCHANT GROUP, INC.                
|------------------------ | -------------------------------------------
|                         |                                            
|                         |                                            
|                         | By: /s/ *Michael J. Smith*                 
|                         | Michael J. Smith                           
|                         | Chairman of the
      Board of Directors,  
|                         | President, Chief
      Executive Officer,  
|                         | Chief Financial
      Officer and Secretary

15

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