Exhibit 3.1.9

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              EQUIDYNE CORPORATION


         EQUIDYNE CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

                  FIRST: The Board of Directors of the Corporation duly adopted
         resolutions at a special meeting of the Board of Directors held in
         accordance with Section 141 of the General Corporation Law of the State
         of Delaware (the "DGCL"), setting forth proposed amendments (the
         "Amendments") to the Certificate of Incorporation of the Corporation,
         declaring the Amendments to be advisable and calling for submission of
         the Amendment to the stockholders of the Corporation pursuant to
         Section 242 of the DGCL, and stating that the Amendments would be
         effective only after approval thereof by the holders of a majority of
         the outstanding shares of stock of the Corporation entitled to vote
         thereon.

                  SECOND: The Certificate of Incorporation of the Corporation is
         hereby amended by amending Article FIRST of the Certificate of
         Incorporation to read as follows:

                           "FIRST: The name of the corporation is Cathay
                  Merchant Group, Inc. (the "Corporation")."

                  THIRD: The Certificate of Incorporation of the Corporation is
         hereby amended by amending the first sentence of Article FOURTH of the
         Certificate of Incorporation to read as follows:

                           "A. AUTHORIZED SHARES. The total number of shares of
                  stock which the Corporation shall have authority to issue is
                  One Hundred One Million (101,000,000), of which One Hundred
                  Million (100,000,000) shall be common stock, $0.10 par value
                  (the "Common Stock"), and One Million (1,000,000) shall be
                  preferred stock, $.01 par value (the "Preferred Stock")".

                  FOURTH: The Amendments have been duly adopted by the
         stockholders of the Corporation, at a special meeting of the
         stockholders of the Corporation held on September 16, 2004 in
         accordance with Section 211 of the DGCL.

                  FIFTH: The Amendments were duly adopted in accordance with the
         applicable provisions of Sections 242 and 141 of the DGCL.



         IN WITNESS WHEREOF, Equidyne Corporation has caused this Certificate to
be signed by its President as of the 6th day of October, 2004.



                                            By: /s/ Michael Smith
                                                -------------------------------
                                            Name: Michael Smith
                                            Title: President