FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

MFC BANCORP LTD	2. Issuer Name and Ticker or Trading Symbol

CATHAY MERCHANT GROUP, INC. [ IJX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

FLOOR 21, MILLENIUM TOWER, HANDELSKAI 94-96	3. Date of Earliest Transaction (MM/DD/YYYY)

11/5/2004		
(Street)

A-1200 VIENNA, C4 
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)	
			Code	V	Amount	(A) or (D)	Price				
common stock, par value $0.10 per share  	8/24/2004  	8/24/2004  	C (1)	  	3738044  	A	$0.50  	3738044  	I  	By Sutton Park International Limited  	
common stock, par value $0.10 per share  	11/5/2004  	11/5/2004  	P	  	680000  	A	  (2)	680000  	D  	 	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code
(Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)	8. Price of Derivative Security
(Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
Convertible Debt (Note 2)   (3)	$0   (4)	8/24/2004  	8/24/2004  	P 	  	0   	  	4/1/2004  	3/31/2009  	common stock  	0   (3)	  (3)	0   (3)	I  	By MFC Merchant Bank SA  	

Explanation of Responses:	
(  1) 	(C) On August 24, 2004, upon MFC Merchant Bank SA ("MFC Merchant Bank") exercising its conversion rights under the Credit Facility Agreement (defined in Note 2) and converted $1,575,000 of the Commitment at a rate of exchange of $0.50 per share, the Issuer issued to MFC Merchant Bank 3,150,000 shares in the common stock, representing approximately 18.4% of the Issuer's common stock, and immediately, on the same day, MFC Merchant Bank transferred its 3,150,000 shares to Sutton Park International Limited at the same price of $0.50 per share for a total price of $1,575,000. Both MFC Merchant Bank and Sutton Park International Limited are direct, wholly-owned subsidiaries of the Reporting Person, MFC Bancorp Ltd.	
(  2) 	(1) On November 5, 2004, MFC Bancorp Ltd. acquired 200,000 shares at a price of $0.661 per share, 200,000 shares at a price of $0.671 per share, and 280,000 shares at a price of $0.6525 per share.	
(  3) 	(2) Pursuant to a credit facility agreement (the "Credit Facility Agreement") dated for reference April 1, 2004 between MFC Merchant Bank and the Issuer, MFC Merchant Bank will make available to the Issuer, subject to the terms and conditions of the Credit Facility Agreement, until March 31, 2009, a revolving credit facility (the "Credit Facility") in the principal amount of up to $20,000,000 (the "Commitment"). As part of MFC Merchant Bank's compensation for the services to be performed by it under the Credit Facility Agreement, MFC Merchant Bank may at any time and from time to time during the term of the Agreement convert the Commitment or any portion of the Credit Facility to shares of common stock of the Issuer. MFC Merchant Bank is not entitled to exercise rights that will cause it to own or control greater than 19.99% of the voting control of the Issuer until such time as the Issuer has received shareholder approval to do so. On August 24, 2004, upon MFC Mer	
(  4) 	(3) The rate of exchange for purposes of calculating the number of shares in the common stock of the Issuer to be exchanged for the Commitment or a portion should be as follows: (amount of Commitment to be converted) divided by (the ten day average of the closing price of the stock of the Issuer).	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
MFC BANCORP LTD
FLOOR 21, MILLENIUM TOWER
HANDELSKAI 94-96
A-1200 VIENNA, C4 		X			

Signatures		
/s/ Michael J. Smith		11/9/2004	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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