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):  June 15, 2001

                                 CathayOne, Inc.
                                 ---------------
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
                                    --------
                 (State or Other Jurisdiction of Incorporation)

                                    000-29865
                                    ---------
                            (Commission File Number)

                                   13-4140336
                                   ----------
                      (I.R.S. Employer Identification No.)

             2100 Pinto Lane - Las Vegas, Nevada               89106
             -----------------------------------               -----
        (Address of Principal Executive Offices)               (Zip Code)

                                 (702) 378-6864
                                 --------------
              (Registrant's Telephone Number, Including Area Code)





This  current  report  on  Form  8-K  is  filed  by  CathayOne, Inc., a Delaware
corporation (the "Registrant"), in connection with the matters described herein.

ITEM  3.  BANKRUPTCY  OR  RECEIVERSHIP

On  June 15, 2001, The registrant filed a voluntarily Chapter 11 petition in the
United  States  Bankruptcy Court for the Southern District of New York, Case No.
01-41726(cb).  The  registrant  is continuing as a debtor in possession with its
prior  management,  except as noted in Item 6, pursuant to Section 1107 of Title
11  of  the  United  States  Code.  The  Company  intends  to  file  a  plan  of
reorganization as provided by Chapter 11 of the United States Bankruptcy Code as
soon  as  practicable.

CathayOne  does not intend to continue its existing business.  The Company views
the  maximization  of value to be as a "corporate shell."  The Company therefore
intends  to  proceed  as  expeditiously  as  possible  to  resolve  outstanding
liabilities  and  obtain a funding source or investor so that it can emerge from
bankruptcy  as  a  clean  corporate  shell, and therefore maximize value for its
constituents.

ITEM  6.  RESIGNATION  OF  REGISTRANT'S  DIRECTORS

Phillip  Lee  Flaherty  announced  his  resignation  as  Chairman, Treasurer and
Director  of Cathayone, Inc., as well as his position as Chief Executive Officer
of  its  subsidiary,  Cathay  Entertainment  Ltd.

The  Board  extends  to  Mr. Flaherty every best wish and good fortune in any of
his  future  efforts  and  endeavors.

Mr.  Flaherty  did not note any disagreements with management at the time of his
resignation.

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

(c)  Exhibits

The  exhibits listed in the Exhibit Index filed as part of this report are filed
as  part  of  or
are  included  in  this  report.




                                   SIGNATURES
                                   ----------


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


                                             CATHAYONE,  INC.
                                              (Registrant)


                                       /S/ David Cooperberg
                                  By:  David  Cooperberg,  President

                                       /S/ Peter Lau
                                  By:  Peter  Lau,  CEO






                                  EXHIBIT INDEX


Exhibit
Number     Description
------     -----------

99.1       Press  Release
99.2       Phillip  Flaherty  Resignation  Letter