UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15	OMB APPROVAL
	OMB Number: 3235-167 Expires: November 30, 2007 Estimated average burden hours per response .... 1.50

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934

Commission File Number 001-16283

Cathay Merchant Group, Inc.
(Exact name of registrant as specified in its charter)

Suite 803, Dina House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong SAR, China
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Shares
(Title of each class of securities covered by this Form)

None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)	[ X]	Rule 12h-3(b)(1)(i)	[   ]
Rule 12g-4(a)(1)(ii)	[ X]	Rule 12h-3(b)(1)(ii)	[   ]
Rule 12g-4(a)(2)(i)	[   ]	Rule 12h-3(b)(2)(i)	[   ]
Rule 12g-4(a)(2)(i)	[   ]	Rule 12h-3(b)(2)(ii)	[   ]
		Rule 15d-6	[   ]

Approximate number of holders of record as of the certification date: 166

Pursuant to the requirements of the Securities Exchange Act of 1934 Cathay Merchant Group, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:	December 24, 2007	By:	/s/ Michael Smith
			Name:	Michael Smith
			Title:	Chief Executive Officer, President,
				Chief Financial Officer and Director

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.

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