UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 27, 2007

CATHAY MERCHANT GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State of Incorporation)

0-9922

(Commission File Number)

04-2608713

(I.R.S. Employer Identification Number)

Unit 803, Dina House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong SAR, China

(Address of principal executive offices, including zip code)

(852) 2537-3613

(Registrant's telephone Number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On February 27, 2007, we received notice from the American Stock Exchange (“Amex”) indicating that we were not in compliance with Section 704 of the Amex Company Guide (the “Guide”), which requires a listed company to hold meetings of its shareholders annually to elect directors and take action on other corporate matters. We were afforded the opportunity to submit a plan of compliance to Amex by March 13, 2007, that demonstrates our ability to regain compliance with Section 704 of the Guide by May 29, 2007. If we do not submit a plan or if the plan is not accepted by Amex, we may be subject to delisting procedures as set forth in Section 1010 and Part 12 of the Guide.

On February 28, 2007, we issued a press release announcing the matters discussed above. The full text of the press release is attached as Exhibit 99.1 to this report.

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Item 9.01 Financial Statements and Exhibits

Exhibits
99.1	Press release issued by Cathay Merchant Group, Inc. dated February 28, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CATHAY MERCHANT GROUP, INC.

By:	/s/ Michael Smith
	Michael Smith
	Chief Executive Officer, President and Chief Financial Officer
	Date: February 28, 2007

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