Cathay Merchant Group, Inc. Watch

from S-4 ~5 pages Agreement and Plan of Merger

from SC 13D ~10 pages Credit Facility Agreement

from 8-K ~5 pages Plan of reorganization, merger, acquisition or similar

from 8-K 1 page Plan of reorganization, merger, acquisition or similar

from 8-K 1 page Plan of reorganization, merger, acquisition or similar

from 8-K ~5 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~10 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~10 pages Plan of reorganization, merger, acquisition or similar

from 8-K 1 page Officers Certificate of Esi Acquisition Corporation Pursuant to Section 1103 of the California General Corporation Law in Connection With the Merger (The "Merger") of Esi Acquisition Corporation, a California Corporation (The "Corporation"), With and Into Equidyne Systems, Incorporated, a California Corporation and Surviving Corporation of the Merger ("Esi"), Pursuant to an Agreement and Plan of Merger, Dated as of March 27, 1998, by and Among American Electromedics Corp., a Delaware Corporation ("Aec"), the Corporation and Esi, Thomas A. Slamecka, President of the Corporation, and Michael T. Pieniazek, Secretary of the Corporation, Hereby Certify That: 1. One Thousand (1,000) Shares of Common Stock, $.10 Par Value Per Share, of the Corporation ("Voting Shares") Were Entitled to Vote on the Merger. 2. the Vote of a Majority of the Shares of the Corporation Was Required for the Approval of the Merger. 3. Aec, the Sole Stockholder of the Corporation, Approved the Principal Terms of the Merger by Unanimous Vote of the Voting Shares. 4. No Vote of the Stockholders of Aec Was Required in Connection With the Merger. in Witness Whereof, the Undersigned Has Executed This Certificate in His Capacity as President of the Corporation on This 28th Day of May, 1998. /S/ Thomas A. Slamecka Thomas A. Slamecka, President /S/ Michael T. Pieniazek Michael T. Pieniazek, Secretary the Above-Named Officers Certify, Under Penalty of Perjury, That the Statements Contained in This Certificate Are, to the Best of Their Knowledge True, Complete and Correct. This Certificate Was Executed in Several Counterparts in Mossy Pointe, Georgia and Amherst, New Hampshire. /S/ Thomas A. Slamecka Thomas A. Slamecka /S/ Michael T. Pieniazek Michael T. Pieniazek

from 8-K 1 page Certificate of Equidyne Systems, Incorporated Pursuant to Section 1103 of the California General Corporation Law in Connection With the Merger (The "Merger") of Esi Acquisition Corporation, a California Corporation (The "Corporation"), With and Into Equidyne Systems, Incorporated, a California Corporation and Surviving Corporation of the Merger ("Esi"), Pursuant to an Agreement and Plan of Merger, Dated as of March 27, 1998, by and Among American Electromedics Corp., a Delaware Corporation ("Aec"), the Corporation and Esi, Lawrence A. Petersen, President of Esi, and Paul A. Ghizzone, Secretary of Esi, Hereby Certify That: 1. One Million Six Hundred Twelve Thousand Five Hundred Sixty (1,612,560) Shares of Common Stock, No Par Value Per Share, of Esi ("Voting Shares") Were Entitled to Vote on the Merger. 2. the Esi Shareholders Approved the Principal Terms of the Merger by Majority Vote of the Voting Shares. 3. the Percentage Vote Required for Approval of the Merger by the Voting Shares Is Over Fifty Percent. in Witness Whereof, the Undersigned Have Executed This Certificate in Their Capacities as President and Secretary of Esi on This 12th Day of May, 1998. We Further Declare Under Penalty of Perjury Under the Laws of the State of California That the Matters Set Forth in This Certificate Are True and Correct of Our Own Knowledge. /S/ Lawrence A. Petersen Lawrence A. Petersen, President /S/ Paul A. Ghizzone Paul A. Ghizzone, Secretary

from 8-K 1 page Certificate of Merger Pursuant to Section 251 of the Delaware General Corporation Law the Undersigned Corporation Organized and Existing Under and by Virtue of the Delaware General Corporation Law (The "Gcl"), Does Hereby Certify: 1. the Name and State of Incorporation of Each of the Constituent Corporations (The "Constituent Corporations") to the Merger (The "Merger") Is as Follows: Dynamic Dental Systems, Inc., a Delaware Corporation, and Dds Acquisition Corporation, a Delaware Corporation. 2. an Agreement and Plan of Merger, Dated as of April 30, 1998, Among the Constituent Corporations and Other Parties Thereto Has Been Approved, Adopted, Certified, Executed and Acknowledged by Each of the Constituent Corporations in Accordance With Section 251 of the Gcl. 3. the Name of the Surviving Corporation of the Merger Is Dynamic Dental Systems, Inc. (The "Surviving Corporation"). 4. the Certificate of Incorporation of the Surviving Corporation Shall Be Its Certificate of Incorporation. 5. the Executed Agreement and Plan of Merger Is on File at the Principal Place of Business of the Surviving Corporation. the Address of the Principal Place of Business of the Surviving Corporation Is 427 Green Street, N.W., Gainesville, Georgia 30501. 6. a Copy of the Agreement and Plan of Merger Will Be Furnished by the Surviving Corporation, on Request and Without Cost to Any Stockholder of Either Constituent Corporation. in Witness Whereof, This Certificate of Merger Has Been Executed by Henry J. Rhodes, President of Dynamic Dental Systems, Inc. as of This 30th Day of April, 1998. Dynamic Dental Systems, Inc. By: /S/ Henry J. Rhodes Henry J. Rhodes President

from 8-K ~50 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~10 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~1 page Plan of reorganization, merger, acquisition or similar

from 8-K ~50 pages Plan of reorganization, merger, acquisition or similar