SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB /A
Amendment No. 2

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
 
or

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ___________

Commission File Number 33-19048-NY

  AMERICAN METAL & TECHNOLOGY, INC.
(Exact Name of Small Business Issuer as specified in its charter)
 
 
  Delaware
  22-2856171
  (State or other jurisdiction of incorporation or organization)
  (I.R.S. employer identification no.)
 
 
 
633 W. 5 th Street, 26 th Floor
Los Angeles, CA 90071
 
 
  (Address of principal executive offices) (Zip Code)
 
 
 
 
 
  Registrant's telephone number, including area code: (213) 223-2339
 

 
Indicate by check mark whether the Issuer:

(1) Has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports):
 
Yes x No o
 
(2) Has been subject to such filing requirements for the past 90 days.
 
Yes x No o
 
10,402,496 shares of the registrant's Common Stock, $.0001 per share, were outstanding as of February 8, 2008.

 









1


AMERICAN METAL & TECHNOLOGY, INC.
TABLE OF CONTENTS
FORM 10-QSB /A

 
  PART I FINANCIAL INFORMATION
 
 
 
 
 Item Number
 
 Page
 
 
 
 Item 1.
 Financial Statements 
3
 
 
 
 
 Consolidated  Balance Sheet as of September 30, 2007 (Unaudited)
3
 
 
 
 
  Consolidated Statements of Income and Other Comprehensive Income for the Three Months and Nine Months   Ended September 30, 2007 and 2006 (Unaudited)
4
     
 
 Consolidated Statements of Cash Flows for The Nine Months Ended September 30, 2007 and 2006 (Unaudited)
5
 
 
 
 
 Notes to Financial Statements
6 - 14
 
 
 
 Item 2. 
 Managements Discussion and Analysis Or Plan of Operation
15
 
 
 
 Item 3.
 Controls and Procedures
20
 
 
 
 
 PART II OTHER INFORMATION
21
 
 
 
 Item 1.
 Legal Proceedings
21
 
 
 
 Item 2.
 Unregistered Sales of Equity Securities and Use of Proceeds
21
 
 
 
 Item 3.
 Defaults upon Senior Securities
21
 
 
 
 Item 4.
 Submission of Matters to a Vote of Security Holders
21
 
 
 
 Item 5.
 Other Information
21
 
 
 
 Item 6.
 Exhibits and Reports on Form 8-K
21
 
 
 
 
 Signatures
22

 

2


PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS

 
AMERICAN METAL & TECHNOLOGY, INC. AND SUBSIDIARIES      
(FORMERLY MURRY UNITED DEVELOPMENT CORPORATION)      
CONSOLIDATED BALANCE SHEET      
AS OF SEPTEMBER 30, 2007      
 (UNAUDITED)      
       
       
ASSETS
Current Assets
     
Cash and cash equivalents
  $
6,470,280
 
Accounts receivable - net
   
544,981
 
Other receivable - customers
   
224,664
 
Other receivables
   
2,661
 
Advances to suppliers
   
453,674
 
Inventories
   
525,091
 
         
         
Total Current Assets
   
8,221,351
 
         
Property, Plant and Equipment, net
   
2,996,335
 
         
Intangible Assets, net
   
686,306
 
         
Total Assets
  $
11,903,992
 
         
LIABILITIES AND SHAREHOLDERS' EQUITY
         
Current Liabilities
       
Accounts payable
  $
425,258
 
Accrued liabilities and other payables
   
94,013
 
Amount due to related parties
   
352,491
 
Unearned revenue
   
57,776
 
         
Total Current Liabilities
   
929,538
 
         
Minority Interests
   
349,776
 
         
Commitments
   
-
 
         
Shareholders' Equity
       
Common stocks; $0.0001 par value, 2,000,000,000 shares authorized,
   1,560,374,357 issued and outstanding
   
156,037
 
Additional paid in capital
   
4,884,219
 
Statutory reserve
   
992,869
 
Accumulated other comprehensive income
   
626,766
 
Retained earnings
   
3,964,787
 
         
Total Stockholders' Equity
   
10,624,678
 
         
Total Liabilities and Shareholders' Equity
  $
11,903,992
 
         
         
The accompanying notes are an integral part of these condensed consolidated financial statements.        



3


AMERICAN METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY MURRY UNITED DEVELOPMENT CORPORATION)
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2007 AND 2006
(UNAUDITED)
 
                         
   
Three month periods ended
   
Nine month periods ended
 
   
September 30      
   
September 30      
 
   
2007
   
2006
   
2007
   
2006
 
                         
Net sales
  $
2,738,896
    $
1,938,259
    $
7,210,970
    $
5,770,991
 
Cost of goods sold
    (1,781,008 )     (1,409,359 )     (4,817,465 )     (4,136,764 )
Gross profit
   
957,888
     
528,900
     
2,393,505
     
1,634,227
 
Operating expenses
                               
Selling expenses
    (5,262 )     (3,878 )     (19,520 )     (12,577 )
Operating and administrative expenses
    (391,833 )     (137,509 )     (936,545 )     (412,445 )
Total operating expenses
    (397,095 )     (141,387 )     (956,065 )     (425,022 )
Income from operations
   
560,793
     
387,513
     
1,437,440
     
1,209,205
 
Other income (expense)
                               
Interest income
   
5,408
     
662
     
7,490
     
1,619
 
Other income (expense)
   
-
     
202
      (2,418 )    
266
 
                     
-
     
-
 
Total other income (expense)
   
5,408
     
864
     
5,072
     
1,885
 
Income before minority interest
   
566,201
     
388,377
     
1,442,512
     
1,211,090
 
Minority interests
    (6,777 )    
19,263
      (6,644 )    
61,142
 
Net income
   
572,978
     
369,114
     
1,449,156
     
1,149,948
 
Other comprehensive income
                               
Foreign currency translation adjustment
   
170,380
     
82,415
     
362,752
     
102,525
 
Comprehensive income
  $
743,358
    $
451,529
    $
1,811,908
    $
1,252,473
 
Basic weighted average shares outstanding
   
1,408,049,007
     
1,128,842,167
     
1,201,845,316
     
1,128,842,167
 
Basic net earnings per share
  $
0.0004
    $
0.0003
    $
0.0012
    $
0.0010
 
Diluted weighted average shares outstanding
   
1,410,880,999
     
1,128,842,167
     
1,206,391,976
     
1,128,842,167
 
Diluted net earnings per share
  $
0.0004
    $
0.0003
    $
0.0012
    $
0.0010
 
                                 
   
The accompanying notes are an integral part of these condensed consolidated financial statements.
 



4



AMERICAN METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY MURRY UNITED DEVELOPMENT CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2007 AND 2006
(UNAUDITED)            
             
   
2007
   
2006
 
Cash flows from operating activities:
           
Net income
  $
1,449,156
     
1,149,948
 
Adjustments to reconcile net income to
               
Net cash provided by operating activities:
               
Minority interest
    (6,644 )    
61,142
 
Depreciation and amortization
   
218,104
     
163,877
 
(Increase)/decrease in assets:
               
Accounts receivable
   
392,902
      (747,424 )
Note receivable
    (61,154 )     (95,454 )
Other receivables
   
56,679
     
71,073
 
Inventory
    (26,379 )     (60,948 )
Advance to suppliers
   
218,005
     
706,176
 
Increase/(decrease) in liabilities:
               
Accounts payable
   
193,380
     
77,392
 
Other payable and accrued expenses
   
27,839
     
68,332
 
Unearned revenue
   
54,117
      (743,576 )
                 
Net Cash Provided By Operating Activities
   
2,516,005
     
650,538
 
 
               
Cash flows from investing activities:
               
Purchase of equipment and leasehold improvements
    (2,130 )     (364,401 )
                 
Net Cash Used in Investing Activities
    (2,130 )     (364,401 )
                 
Cash flows from financing activities:
               
Cash received on stock issuance
   
3,275,562
     
119,860
 
Proceeds(Payments) from(to) loans
    (234,339 )    
232,093
 
                 
Net Cash Provided By Financing Activities
   
3,041,223
     
351,953
 
                 
Effects of Exchange Rate Change in Cash
   
127,738
     
16,633
 
                 
Net Increase in Cash and Cash Equivalents
   
5,682,836
     
654,723
 
                 
Cash and Cash Equivalents-Beginning Balance
   
787,444
     
146,623
 
                 
Cash and Cash Equivalents-Ending Balance
   
6,470,280
     
801,346
 
                 
Supplement disclosure of cash flow information:
               
Income taxes paid
  $
4,638
    $
-
 
Interest expenses paid
  $
485
    $
-
 
Non Cash Transaction:
               
Numbers of Share Issued Due To Reorganization
   
1,223,295,573
     
-
 
                 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 

 
 
5

AMERICAN METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY MURRAY UNITED DEVELOPMENT CORPORATION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
1.
Organization and description of business  

On June 1, 2007, American Metal Technology, Inc. ( AMTI, "We, "Us, "Our" or the "Company" ) formally changed its name from Murray United Development Corporation to American Metal Technology, Inc.

The Company was incorporated on October 13, 1987 under the laws of the State of Delaware. It was organized to further develop and exploit commercially certain technology for a rotary internal combustion engine that would utilize alternative fuels. The patent and related rights to the use of the technology have been assigned to the Company. These rights were subsequently assigned pursuant to the terms of the Stock Purchase Agreement dated November 6, 2006 discussed below.
 
The Company entered into a Stock Purchase Agreement on November 6, 2006 (the "Agreement") with American Metal Technology Group, a Nevada corporation (“AMTG"), pursuant to which the Company acquired one hundred (100%) percent of AMTG's outstanding common stock from the AMTG Stockholders and AMTG became a wholly-owned subsidiary of the company in a two step reverse takeover transaction on May 22, 2007.  In connection with this transaction, and in addition to the 173,253,434 shares of common stock outstanding immediately prior to closing, the Company issued 1,213,295,563 shares to the stockholders and consultants of AMTG (1,142,388,273 shares to AMTG's former shareholders, including 20,000,000 shares of common stock issues to AMTG as investment upon completion of the due diligence period to the Agreement, and redistributed proportionally to AMTG's shareholders as of May 22, 2007, and 70,907,300 shares to AMTG's consultants).  These shares represent more than eighty five (85%) of the Company's issued and outstanding shares of voting capital stock on a fully diluted basis, and therefore the former shareholders of AMTG and its consultants effectively have control of the Company.  In addition, as a condition of the closing of the Agreement, the Company issued an additional 10,000,000 shares of common stock to a former officer and director of the Company in connection with the cancellation of all indebtedness to him, and his assumption of all liabilities and the assignment all assets of the Company immediately prior to closing.  AMTG is now a wholly owned subsidiary of the Company.
 
The exchange of shares with AMTG has been accounted for as a reverse acquisition under the purchase method of accounting since the shareholders AMTG obtained control of the consolidated entity. Accordingly, the merger of the two companies has been recorded as a recapitalization of AMTG, with AMTG being treated as the continuing entity.  The historical financial statements presented herein are those of AMTG. The continuing company has retained December 31 as its fiscal year end.

 Reflecting the change of ownership, the Company filed a Certificate of Amendment to its Certificate of Incorporation to change its name to American Metal & Technology, Inc., which became effective June 1, 2007.

The Company now through AMTG via its subsidiaries, Beijing Tong Yuan Heng Feng Technology Co., Ltd. and American Metal Technology (Lang Fang) Co., Ltd., is mainly in the business of manufacturing and sales of high-precision investment casting and metal fabrication products in the People's Republic of China ( "China" ). The Company's production involves high-precision investment casting and machined products, including valves, pipe fittings, etc.

AMTG was incorporated on January 13, 2004 under the laws of the state of Nevada. On June 1, 2004 , AMTG entered into an equity purchase agreement with Beijing Sande Technology (Holding) Co., Ltd. ( "BST" ) to acquire 80% ownership of Beijing Tong Yuan Heng Feng Technology Co., Ltd. ( "BJTY" ). As a result, AMTG issued 7,200 ,000 shares of  post -split common stock to BST in exchange for 80% ownership of BJTY. On August 2, 2004, AMTG incorporated American Metal Technology (Lang Fang) Co., Ltd. ( "AMLF" ) in Hebei, China, for the purpose of expanding the production facility of BJTY. On August   8, 2004, AMTG and AMLF together entered into an equity purchase agreement with Beijing Sande Shang Mao Co., Ltd. ( BSS) for the remaining 20% of BJTY. As a result, AMTG which issued 1,800 ,000 shares of post -split common stock to BSS and AMLF becomes the owner of 20% shareholder of BJTY. AMTG later acquired the 20% ownership of BJTY from AMLF and owns 100% of BJTY. On November 12, 2004, AMTG effectuated a forward split of all the outstanding shares of common stock on a 1,000 for 1 basis. On November 2005, AMTG sold 5% of BJTY to an unrelated party for $240,000.


 



6

AMERICAN METAL TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY MURRAY UNITED DEVELOPMENT CORPORATION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 

2.
Summary of significant accounting policies
 
The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods are not necessarily indicative of the results for any future period. These statements should be read in conjunction with the Company's audited financial statements and notes thereto for the fiscal year ended December 31, 2006. The results of the nine month period ended September 30, 2007 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2007.

Principal of consolidation

The consolidated financial statements of American Metal Technology, Inc. reflect the activities of the following subsidiaries:

American Metal & Technology, Inc.
Subsidiaries
Percentage
Of Ownership
 
American Metal Technology Group
 
U.S.
100
%
American Metal Technology (Lang Fang) Co., Ltd.
 
 
P.R.C.
100
%
Beijing Tong Yuan Heng Feng (Technology) Co., Ltd.
 
 
P.R.C.
 
95
%

 
The consolidated financial statements generally reflect only the activities of BJTY and AMLF at its historical cost. Because Murray United Development Corporations financial statement is immaterial, no pro forma is presented.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All significant inter-company transactions and accounts have been eliminated in the consolidation.

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.
 
Cash and cash equivalents
 
For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. As of September 30, 2007, cash and cash equivalent amounted to $6,470,280.
 
Accounts receivable
 
The Company's policy is to maintain reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of September 30, 2007, the Company had net accounts receivable of $544,981, net of allowance of $111,328.
 
  Advances to suppliers
 
The Company advances to certain vendors for the purchase of material. As of September 30, 2007, the advances to suppliers amounted to $453,674.
 

7

AMERICAN METAL TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY MURRAY UNITED DEVELOPMENT CORPORATION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
2.
Summary of significant accounting policies - continued
 
Inventories
 
Inventories are valued at the lower of cost or market value using weighted average method. Management compares the cost of inventory with the market value and an allowance is made for writing down the inventory to its market value, if lower.
   
Property, plant and equipment
 
Property, plant and equipment are recorded at cost. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extend the life of plant, property, and equipment are capitalized. These capitalized costs may include structural improvements, equipment, and fixtures. All ordinary repair and maintenance costs are expensed as incurred.
 
Depreciation for financial reporting purposes is provided using the straight line method over the estimated useful lives of the assets:
 
 
Estimated
 
 
Useful Life
 
Building and improvements
13-40 years
 
Machinery and equipments
5-15 years
 
Vehicle
12 years
 
 
Financial instruments

Statement of Financial Accounting Standard No. 107, "Disclosures about Fair Value of Financial Instruments", requires that the Company disclose estimated fair values of financial instruments.
 
The Company's financial instruments primarily consist of cash and cash equivalents, accounts receivable, other receivables, advances to suppliers, accounts payable, other payable, tax payable, and related party advances and borrowings.
 
As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.
 
Impairment
 
 The Company applies the provisions of Statement of Financial Accounting Standard No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS No. 144"), issued by the Financial Accounting Standards Board ("FASB"). FAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
 
The Company tests long-lived assets, including property, plant and equipment and intangible assets subject to periodic amortization, for recoverability at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater than its fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows as the rate the Company utilizes to evaluate potential investments. The Company estimates fair value based on the information available in making whatever estimates, judgments and projections are considered necessary. There was no impairment of long-lived assets for the nine months ended September 30, 2007 and September 30, 2006.
 

8

AMERICAN METAL TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY MURRAY UNITED DEVELOPMENT CORPORATION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
2.
Summary of significant accounting policies - continued
 
Revenue recognition
 
The Company's revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectibility is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Unearned revenue as of September 30, 2007 amounted to $57,776.

The Company's revenue consists of invoiced value of goods, net of a value-added tax (VAT). No product return or sales discount allowance is made as products delivered and accepted by customers are normally not returnable and sales discount is normally not granted after products are delivered.
 
Earnings/ (loss) per share
 
Earnings per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), Earnings per share . Basic net income per share is based upon the weighted average number of common shares outstanding. Diluted net income per share is based on the assumption that all shares and stock options and or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
 
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations:
 
For the three months ended September 30, 2007
 
Net Income
   
Shares
   
Per Share
 
Basic earnings per share:
  $ 572,978       1,408,049,007,     $ .0004  
Effect of dilutive securities
    -       -       -  
Diluted earnings per share
  $ 572,978       1,408,049,007     $ .0004  
                         
 
 
For the nine months ended September 30, 2007
 
Net Income
   
Shares
   
Per Share
 
Basic earnings per share:
  $ 1,449,156       1,201,845,316     $ .0012  
Effect of dilutive securities
            4,546,660          
Diluted earnings per share
  $ 1,449,156       1,206,391,976     $ .0010  
 
 
For the three months ended September 30, 2006
 
Net Income
   
Shares
   
Per Share
 
Basic earnings per share:
  $ 369,114       1,128,842,167     $ .0003  
Effect of dilutive securities
    -       -       -  
Diluted earnings per share
  $ 369,114       1,128,842,167     $ .0003  
                         
 
 
For the nine months ended September 30, 2006
 
Net Income
   
Shares
   
Per Share
 
Basic earnings per share:
  $ 1,149,948       1,128,842,167     $ .0010  
Effect of dilutive securities
                       
Diluted earnings per share
  $ 1,449,156       1,128,842,167     $ .0010  

There are no anti dilutive securities reflected in these periods.
 
Foreign currency translation

The reporting currency of the Company is the US dollar. The Company uses their local currency, Renminbi (RMB), as their functional currency. Results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders' equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.
 
Translation adjustments resulting from this process are included in accumulated other comprehensive income in the consolidated statement of shareholders' equity and amounted to $ 626,766 as of September 30, 2007.  

9

AMERICAN METAL TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY MURRAY UNITED DEVELOPMENT CORPORATION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

2.
Summary of significant accounting policies - continued
 
Income taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At September 30, 2007 and 2006, there was no significant book to tax differences.
 
Local PRC Income Tax

The Company is governed by the Income Tax Law of the PRC concerning subsidiaries located in PRC. Under the Income Tax Laws of the PRC, Chinese enterprises are generally subject to an income tax at an effective rate of 33% (30% state income taxes plus 3% local income taxes) on income reported in the statutory financial statements after appropriate tax adjustments. However, according to the Provisional Regulations of the People's Republic of China on Income Tax, the Companys operating subsidiaries in China have been approved to be exempt from income tax for the nine months ended September 30, 2007 and 2006.

The Company does not have any significant deferred tax asset or liabilities in the PRC tax jurisdiction.
 
Beginning January 1, 2008, the new Enterprise Income Tax (EIT) law will replace the existing laws for Domestic Enterprises (DES) and Foreign Invested Enterprises (FIEs). The new standard EIT rate of 25% will replace the 33% rate currently applicable to both DES and FIEs. The two years tax exemption, three years 50% tax reduction tax holiday for production-oriented FIEs will be eliminated. The Company is currently evaluating the effect of the new EIT law will have on its financial position.
 
Segment reporting
 
Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure About Segments of an Enterprise and Related Information" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.
 
SFAS No. 131 has no effect on the Company's consolidated financial statements as the Company operates in one reportable business segment - manufacture and marketing high-precision investment casting and metal fabrication products in China.
 
Statement of cash flows
 
In accordance with Statement of Financial Accounting Standards No. 95, "Statement of Cash Flows," cash flows from the Company's operations is calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.
 
Recent accounting pronouncements  
 
In September 2006, FASB issued SFAS 157 Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on the consolidated financial statements.
 
In September 2006, FASB issued SFAS 158 Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R) This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:

1.
A brief description of the provisions of this Statement
2.
The date that adoption is required
3.
The date the employer plans to adopt the recognition provisions of this Statement, if earlier.
 
10

AMERICAN METAL TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY MURRAY UNITED DEVELOPMENT CORPORATION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

2.
Summary of significant accounting policies - continued
 
The requirement to measure plan assets and benefit obligations as of the date of the employers fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on the consolidated financial statements.

In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements.
 
The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. The management is currently evaluating the effect of this pronouncement on the consolidated financial statements.

3.
Other receivable - Customers

Other receivable customers amounted to $224,664 as of September 30, 2007. The other receivable customers are payments received from unrelated parties, unsecured, redeemable within 90 days, and interest free.

4.
Other receivable

Other receivable amounted to $2,661 as of September 30, 2007. The other receivables are all from unrelated parties, due on demand, and interest free.

5.
Inventories

Inventories consisted of the followings at September 30, 2007:
 
 
2007
(Unaudited)
 
Supplies and raw materials
 
$
314,695
 
Work in process
 
 
129,430
 
Finished goods
 
 
80,966
 
Totals
 
$
525,091
 

 
6.
Property, Plant and Equipment

Property, Plant and Equipment consist of the following at September 30, 2007:
             
 
 
2007
(Unaudited)
 
Building and improvements
 
$
893,858
 
Vehicle
 
 
21,709
 
Machinery and equipments
 
 
2,661,157
 
Totals
 
 
3,576,724
 
Less: accumulated depreciation
 
 
580,389
 
 
 
$
2,996,335
 
         

Depreciation expenses for the nine months ended September 30, 2007 and 2006 were $182,327, and $158,204, respectively.

 


11

AMERICAN METAL TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY MURRAY UNITED DEVELOPMENT CORPORATION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
7.
Intangible assets
 
The intangible assets comprised of following at September 30, 2007:
     
   
Unaudited
 
  Land use right, net
 
$
570,237
 
  Permits, net
 
 
116,069
 
 
 
 
 
 
  Total
 
$
686,306
 
         

Land use right:
 
Per the People's Republic of China's governmental regulations, the Government owns all land. However, the government grants the user a land use right (the Right) to use the land. The Company has recognized the amounts paid for the acquisition of rights to use land as intangible asset and amortizing over a period of fifty years.
 
American Metal Technology (Lang Fang) Co., Ltd. acquired land use rights during the year ended 2004 for a total amount of $606,635. The land use right is for fifty years. The intangible assets consist of the followings as of September 30, 2007:

 
 
Unaudited
 
Intangible assets
  $
606,635
 
Less: accumulated amortization
   
36,398
 
 
  $
570,237
 
         

Permits:
American Metal Technology (Lang Fang) Co., Ltd. acquired various permits related to constructing the factory during the year ended 2004 for a total amount of $181,130. The permits are for ten years. The permits consist of the followings as of September 30, 2007:


 
 
2007
Unaudited
 
Permits
  $
181,130
 
Less: accumulated amortization
   
65,061
 
 
  $
116,069
 
         

Intangible assets of the Company are reviewed annually as to whether their carrying value has become impaired. The Company considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations. The Company also re-evaluates the periods of amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. As of September 30, 2007 the Company expects these assets to be fully recoverable.

Total amortization expenses for the nine months ended September 30, 2007 and 2006 amounted to $35,777 and $5,673 respectively. Amortization expenses for next five years after September 30, 2007 are as follows:
 
  1 year after September 30, 2007
 
$
47,703
 
  2 year after September 30, 2007
 
 
47,703
 
  3 year after September 30, 2007
 
 
47,703
 
  4 year after September 30, 2007
   
47,703
 
  5 year after September 30, 2007
   
47,703
 
  Total  
  $
238,515
 
 
 
12

AMERICAN METAL TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY MURRAY UNITED DEVELOPMENT CORPORATION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
 
8.
Other payable and accrued expenses

Other payable and accrued expenses amounted to $94,013 as of September 30, 2007. Other payable and accrued expenses include taxes payables of $62,949, accrued welfare $3,136 and other accrued expenses $27,928.

9.
Due to related parties

Due to related parties amounted to $352,491 as of September 30, 2007. Due to related parties includes $351,891 due to an affiliate owned by the CEO of BJTY and AMLF and $600 due to a shareholder. Due to related parties payable are due on demand, interest free, and unsecured.
 
10.
Statutory reserve
 
As stipulated by the Company Law of the People's Republic of China (PRC), net income after taxation can only be distributed as dividends after appropriation has been made for the following:
 
i)
Making up cumulative prior years' losses, if any;
 
ii)
Allocations to the "Statutory surplus reserve" of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company's registered capital;
 
iii)
Allocations of 5-10% of income after tax, as determined under PRC accounting rules and regulations, to the Company's "Statutory common welfare fund", which is established for the purpose of providing employee facilities and other collective benefits to the Company's employees; and
 
iv)
Allocations to the discretionary surplus reserve, if approved in the shareholders' general meeting.  
 
In accordance with the Chinese Company Law, the company has allocated 10% of its net income to surplus. The total statutory reserve, as of September 30, 2007, amounted to $661,913.
 
The Company established a reserve for the annual contribution of 5% of net income to the common welfare fund. The total common welfare fund, as of September 30, 2007, amounted to $330,956.
   
11.
Current vulnerability due to certain concentrations  
 
BJTY and AMLFs operations are all carried out in the PRC. Accordingly, the Companys business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC's economy.
 
The Companys operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.  
 
Major customers and major vendors
 
One major customer accounted for 66% of the net revenue for the nine months ended September 30, 2007. The Company had no accounts receivable from the customers as of September 30, 2007.

One vendor provided 64% of the Companys purchase of raw materials for the nine months ended September 30, 2007. The Company had $222,367 accounts payable to these vendors as of September 30, 2007.

The Company extends credit to its customers based upon its assessment of their credit worthiness and generally does not require collateral. Credit losses have not been significant.

12.
Minority interest
 
The amounts of $349,776 as of September 30, 2007 which represent the 5% shareholder interest in BJTY.

13

AMERICAN METAL TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY MURRAY UNITED DEVELOPMENT CORPORATION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
13.
Options and warrants
 
Stock Options

In April 2002 the Company issued options to purchase six million shares of common stock at $0.02 per share. The options were issued to an employee under non qualified option plan. Based on the Option Agreement stated, the options were expired on August 2007 due to termination of employment of the employee on May 2007. No options were issued during nine months ended September 30, 2007 and September 30, 2006. As of September 30, 2007, no options were outstanding. The following table summarizes the options outstanding as of September 30, 2007:

  Unaudited
 
Options
Outstanding
   
Weighted Average Exercise Price
   
Aggregate
Intrinsic Value
 
Outstanding, January 1, 2007
   
6,000,000
    $
0.02
    $
0
 
Reclassified from warrants
   
-
     
-
     
-
 
Granted
   
-
     
-
     
-
 
Forfeited/Canceled
   
6,000,000
     
0.02
     
-
 
Exercised
   
-
     
-
     
-
 
Outstanding, September 30, 2007
   
-
    $
-
    $
0
 
 
Following is a summary of the status of options outstanding at September 30, 2007: The weighted average remaining contractual life of options outstanding is 0 years as of September 30, 2007. The exercise prices for the options outstanding as of September 30, 2007 are as follows:

(Unaudited)

Outstanding Options
 
 
   
Exercisable Options
 
 
 
 
   
 
 
Exercise
Price
 
Number
 
Average Remaining
Contractual Life
   
Average
 Exercise Price
 
Number
   
Average
Exercise Price
 
 
 
 
 
 
   
 
 
 
   
 
 
$
0
 
 
   
0
     
0
    $
0
     
0
    $
0
 
 
 
Warrants

As a result of the exercises and expiration of warrants, the Company has no Class A and Class B warrants as of September 30, 2007.  14,898,000 Class B warrants, and 500,000 underwriter's B warrants expired on March 12, 2007.  The Class B warrants are redeemable at any time at the option of the Company at a price of $0.0001 per warrant. Holders of the Class B warrants have certain rights with respect to the registration of those warrants under the Securities Act of 1933.

The following table summarizes the warrants outstanding as of September 30, 2007:
 
 (Unaudited)
 
Warrants
outstanding
   
Weighted Average Exercise Price
 
Aggregate
Intrinsic Value  
Outstanding, January 1, 2007
   
15,398,000
    $
0.15
    $
0
Transferred to options
   
-
     
-
     
-
Granted
   
-
     
-
     
-
Forfeited/Canceled (March 12, 2007)
   
15,398,000
    $
0.15
     
-
Exercised
   
-
     
-
     
-
Outstanding, September 30, 2007
   
-
    $
-
    $
0

The weighted average remaining contractual life of warrants outstanding is zero year as of  September 30, 2007.
 
14.
Private Placement
 
On August 3, 2007, the Company closed upon a private placement of its shares of common stock (the "Shares") pursuant to Regulation S of the Securities Act of 1933, as amended. The Shares were sold to non-U.S. investors at a price of two ($.02) cents per share. The net cash of the sale totaled an aggregate of three million two hundred seventy six thousand five hundred seven ($3,275,562) dollars, and one hundred sixty three million eight hundred twenty five thousand three hundred fifty (163,825,350) shares of common stock were issued.
 

14


ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION .

The following discussion and analysis provides information which we believe is relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere herein.

Statements in this Form 10-QSB /A that are not statements of historical or current fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause our actual results to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "intends," "anticipates" or "plans" to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in our reports filed with the Securities and Exchange Commission.
 
Critical Accounting Policies and Estimates
 
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company's discussion and analysis of its financial condition and operating results require the Company's management to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Note 2 "Summary of Significant Accounting Policies" of Notes to Consolidated Financial Statements in this Form10QSB describes the significant accounting policies and methods used in the preparation of the Company's consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and such differences may be material.
 
Management believes the Company's critical accounting policies and estimates are those related to revenue recognition, allowance for doubtful accounts, inventory valuation, impairment of long-lived assets, foreign currency translation and income taxes. Management considers these critical policies because they are both important to the portrayal of the Company's financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters. The Company's senior management has reviewed these critical accounting policies and related disclosures with the Company's Board of Directors.
 
Revenue recognition
 
The Company's revenue recognition policies are in compliance with Staff acc ounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company  exist and collectibility is reasonably assured. Payments received before all of the relevant cr iteria for revenue recognition are satisfied are recorded as unearned revenue. Unearned revenue as of September 30, 2007  amounted to $57,776.
 
The Company's revenue consists of invoiced value of goods, net of a value-added tax (VAT). No product return or sales discount allowance is made as products delivered and accepted by customers are normally not returnable and sales discount is normally not granted after products are delivered.
 
Allowance for doubtful accounts
 
The Company's policy is to maintain reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of September 30, 2007 , the Company had net accounts receivable of $544,981, net of an allowance of $111,328.
 
Inventory valuation
 
Inventories are valued at the lower of cost or market value using weighted average method. Management compares the cost of inventory with the market value and an allowance is made for writing down the inventory to its market value, if lower.
 
Impairment of long-lived assets
 
The Company applies the provisions of Statement of Financial Accounting Standard No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ( "FAS No. 144" ), issued by the Financial Accounting Standards Board ( "FASB" ). FAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
 
 
15

 
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION. - continued
 
The Company tests long-lived assets, including property, plant and equi pment and intangible assets subject to periodic amortization, for recoverability at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater than its fair value. Assets are gr o uped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exc e eds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of f air value is generally measured by discounting expected future cash flows as the rate the Company   utilizes to evaluate potential investments. The Company estimates fair value based on the information available in making whatever estimates, judgments and projections are considered necessary. There was no impairment of long-lived assets for the nine months ended September 30, 2007 and September 30, 2006 .
 
Foreign currency translation
 
The reporting currency of the Company is the US dollar. The Company uses their local currency, Renminbi (RMB), as their functional currency. Results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate at the end of the period. Translation adjustments resulting from th i s process are included in accumulated other comprehensive income in the statement of shareholders' equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency   are included in the results of operations as incurred.
 
Translation adjustments resulting from this process are included in accumulated other comprehensive income in the consolidated statement of shareholders' equity and amounted to $ 626,766 as of September 30, 2007 .  
 
Income taxes
 
The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases o f assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are establish e d, when necessary, to reduce deferred tax assets to the amount expected to be realized. At September 30, 2007 and 200 6 , there was no significant book to tax differences.
 
 
RESULTS OF OPERATIONS
 
Three months ended September 30, 2007 compared with three months ended September 30, 2006

Revenue
 
Revenue for the three months ended September 30, 2007 was $2,738,896 an increase of 41.3% as compared to $1,938,259 for the three months ended September 30, 2006. The increase in revenue during the three month period was a result of income generated from  new customers in Europe and the United States.   Gross profit margin for the three months ended September 30, 2007 was 34.9% compared to 27.3% for the same period in 2006.  The increase was mainly due to effective management to lower product defects. With continued efforts in implementing our business plan to expand market share through continuous marketing and advertisement, we were able to fully utilize the new production capacity with new orders and customers.
 
Expenses from Operations
 
Total expenses, comprised mostly of general and administrative expenses was approximately $397,095 for the three month period ended September 30, 2007, a net increase of $255,708 compared to $ 141,387 for the three month period ended September 30, 2006.
 
The increase in operating expenses for the three month period ended September 30, 2007 was mainly due to increased depreciation and amortization cost from the new MAZAK lathes we purchased in 2007 and an increase in our workforce to operate on the new machines.
 
Interest Income and Expense
 
Net interest income for the three months ended September 30, 2007 was $5,408 as compared to net interest income of $662 for the three months ended September 30, 2006. The increase was mainly due to an increase in cash provided by financing activities.
 

16


ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION . - continued

Other Income (Expense)
 
Other income (expense) for the three months ended September 30, 2007 was $0 as compared to other income of $202 for the three months ended September 30, 2006 .
 
Net Income
 
We had net income of $572,978 for the three months ended September 30, 2007 a 55.2% increase as compared to net income of $369,114 for the three months ended September 30, 2006. The increase was mainly due to an increase in revenue by 41.3% as compared to the same period in 2006, and an increase in gross profit margin which increased 7.6% as compared to the same period in 2006.
 
Nine months ended September 30, 2007 compared with nine months ended September 30, 2006
 
Revenue
 
Revenue for the nine months ended September 30, 2007 was $7,210,970, an increase of 24.95% as compared to $5,770,991 for the nine months ended September 30, 2006. Revenue increased for the nine months ended September 30, 2007 as compared with the nine months ended September 30, 2006 as a result of an increase from 30 CNC MAZAK lathes in 2006 to 40 CNC MAZAK lathes in 2007. Gross profit margin for the three months ended September 30, 2007 was 33.1% compared to 28.3% for the same period in 2006.  The increase was mainly due to effective management to lower product defects.
 
Expenses from Operations
 
Total expenses, comprised mostly of general and administrative expenses and one-time expenses with respect to the first phase upgrade of the equipment at the manufacturing facility owned by our subsidiary AMLF was approximately $956,065 for the nine month period ended September 30, 2007, a net increase of $531,043 compared to $425,022 for the nine month period ended September 30, 2006.  
 
The increase in operating expenses for the nine months period ended September 30, 2007 was mainly due to increased depreciation and amortization cost from the new MAZAK lathes we purchased in 2007.
 
Interest Income and Expense
 
Net interest income for the nine months ended September 30, 2007 was $7,490 as compared to net interest expense of $1,619 for the nine months ended September 30, 2006.
 
Other Income (Expense)
 
Other income (expense) for the nine months ended September 30, 2007 was $(2,418) as compared to other income of $266 for the nine months ended September  30, 2006.
 
Net Income
 
We had net income of $1,449,156 for the nine months ended September 30, 2007 an increase of 26% as compared to net income of $1,149,948 for the nine months ended September 30, 2006. The increase was mainly due to an increase in revenue which increased 24.95% compared with the same period in 2006, and an increase in gross profit margin which increased 4.8% compared with the same period in 2006.

 
17

 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION. - continued
 
LIQUIDITY AND CAPITAL RESOURCES
 
Liquidity and capital resources
 
Due to the  market demand for our products, we plan to maintain a higher-than-average debt to equity ratio to better position ourselves in this fast growing market. We met our liquidity needs through the revenue derived pursuant to the sale of our precision metal castings  and electronic circuit boards manufactured at facilities controlled by our subsidiary corporations in the People’s Republic of China, and the issuance of shares of our common stock for cash. Cash balance amounted to $6.47 million and $0.79 million as of September 30, 2007 and December 31, 2006, respectively.
 
Operating activities
 
Net cash provided by operating activities for the nine months ended September 30, 2007 was $2.5 million compared to $0.65 million provided in the same period of 2006. This change was mainly due to the combination of the following factors:
 
Our net income for the nine months ended September 30, 2007 was $1.45 million, an increase of $299,208 compared to $1.15 million in the same period of 2006. Accounts receivable for the nine months ended September 30, 2007 decreased by $392,902 compared to an increase of $747,424 in the same period of 2006.  We invested $2,130 for purchase of equipment during the nine months ended September 30, 2007 as contrasted with $364,401 purchased in the nine month period ended September 30, 2006. This change is accounted for by the fact that during the nine month period ended September 30, 2006, we required upgrades and additions to our machinery in order to continue our growth.  That is, as our production capacity became limited by the maximum performance of our existing machinery, we purchased new machinery to fulfill additional orders. 
 
Investing activities
 
Net cash used by investing activities was $(2,130) for the nine months ended September 30, 2007 compared to $(364,401) used in the same period of 2006.
 
Financing activities
 
Net cash provided by financing activities was $3.04 million for the nine months ended September 30, 2007 compared to $ 351,953 in the same period of 2006. The increase  was primarily a result of the sale of  149,935,050 shares of common stock pursuant to a private offering conducted in accordance with Regulation S of the Securities Act of 1934, $.02 per share.  The proceeds of the offering during the three months ended September 30, 2007 was $2,998,701.  During the nine months ended September 30, 2007, the Company sold 163,825,350 shares of common stock (including the aforementioned 149,935,050 shares of common stock sold during the three months ended September 30, 2007) pursuant to the same Regulation S private offering at $.02 cents per share for net cash of   $3,275,562.  The proceeds of the offering were distributed as follows:  (i) $2,500,000 was distributed to the Company's subsidiary company AMLF to engage in second phase construction to upgrade manufacturing equipment; (ii) $600,000 was distributed to our creditors in partial repayment of indebtedness; and (iii) the balance of $175,562 for general working capital.
 
Ultimately, our success is dependent upon our ability to generate revenues from the sale of precision metal casting and electronic circuit boards manufactured in facilities located in the People’s Republic of China.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.
 
Material Commitments
 
We have no material commitments during the next twelve (12) months.
 
Purchase of Significant Equipmen t
 
We do not intend to purchase any significant equipment during the next twelve (12) months.



18


ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION . - continued

PLAN OF OPERATION

ACQUISITION OF AMERICAN METAL TECHNOLOGY GROUP

As reported in the Companys Current Report on Form 8-K filed with the SEC on May 29, 2007, and amended by Form 8-K/A on June 12, 2007, on May 22, 2007, the Company closed upon the purchase of 100% of the issued and outstanding shares of American Metal Technology Group, a Nevada corporation (AMTG), pursuant to a Stock Purchase Agreement dated as of November 6, 2006 (the Agreement), as first disclosed in an 8-K filing on January 10, 2007. AMTG is now a wholly owned subsidiary of the Company.

Simultaneously with the closing of the Agreement, the Company transferred all of its assets owned immediately prior to the closing, including, but not limited to, the Klenz-Safe Cleaning Solution, the Hydrogen Production Technology and the Rotorcam Engine, and all liabilities associated with such assets, together with 10,000,000 shares of common stock, to Anthony Campo in consideration for the cancellation of indebtedness to him. Accordingly, immediately following the close of the Agreement, the Companys sole asset is 100% of the issued and outstanding shares of AMTG.

Our Business
 
American Metal & Technology, Inc., through its wholly owned subsidiary American Metal Technology Group, a Nevada corporation (AMTG), and through AMTGs subsidiaries, Beijing Tong Yuan Heng Feng Technology Co., Ltd. ("BJTY") and American Metal Technology (Lang Fang) Co., Ltd., ("AMLF"), primarily specializes in precision casting, machining, mold design and manufacturing in the People's Republic of China ("China"). We manufacture investment casting and machined products, including valves, pipe fittings, regulators, dispensers, machinery spare parts, marine hardware, water treatment parts, automotive and airplane accessories, and other equipment parts based upon blueprints supplied to us by our customers. We use a wide range of ferrous and non-ferrous materials such as stainless steel, carbon steel, low alloy steel and aluminum. Our factory is certified with ISO9001 and ISO14001 standards.  In 2006, the Company through its subsidiary BJTY expanded its business to the design and manufacturing of electronic circuit boards and motion controllers for home appliances such as washing machines.
 
Management believes there is significant room for expansion for AMTG and our subsidiaries in the metal casting, metal fabrication, and circuit board industry worldwide. We are in a multi-billion dollar metal casting industry. At least ninety percent of all manufactured goods contain one or more cast metal components. Metal castings components are integral in the U.S. transportation, energy, aerospace, manufacturing, and national defense.  Management believes that the Company can satisfy its current cash requirements based upon sales of its investment castings, machined products, and circuit boards, and does not believe that the Company will have to raise additional funds in the next twelve months, although there can be no assurance that our current income from sale of such goods will continue.
 
Our Strategies
 
We are committed to the development of new manufacturing techniques, and to bring new and technological advanced metal fabricated products to the global market. Management believes that our future growth and profitability depend on our ability to maintain product quality, control production costs, increase production capacity, improve our marketing and distribution channels, increase product offerings, and to effectively react to market changes.

Capitalize on our cost structure and logistical advantages:

Our business objectives are to maintain current growth rate while expanding customer base both domestically and to the international market. When introducing our products and services to the international market, we hope to take advantage of the low overhead costs and inexpensive labor available in China based upon the location of our principal manufacturing facility in Beijing, and our future facilities in Hebei, China. In the event we are successful in attracting foreign customers, the close proximity of the factory complex to the Tianjin sea port, one of the main seaports in China, should provide us convenient transportation of our products to those foreign customers. There are, however, limitations in having all our manufacturing facility in China. There would be additional shipping, handling, and possible tariff costs associated with potential overseas customers. This may make finding international clients difficult as it would increase their overall costs.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION . - continued

Change our product line in response to market demand:

Our strategy is to respond to changes in market conditions by changing product lines respectively. Management believes the demand market is changing rapidly. In order for us to capture the most profitable products in the future, we plan to setup a professional market intelligence team to monitor and respond to market changes and reported to the management on a timely basis.

Maintain high product quality:

Management believes that identifying each customer's needs and efficiently addressing its needs are vital to maintaining a competitive advantage to the success of the business. Management believes that our commitment to services levels and attention to detail and quality has the effect of providing customers with a sense of confidence and security that their product requirements will be met and their products will be delivered on time. The factory complex in Beijing, China, at which we conducted all of our manufacturing operations, was designed paying particular attention to factory layout, cleanliness, incoming material control, in-process quality control, finished goods quality control and final quality examination.
 
ITEM 3. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Our principal executive and financial officers, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the most recently completed quarter , have concluded that as of the end of the most recently completed quarter , our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure, and (ii) is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

There have been no changes in our internal controls or in other factors that could affect these controls during or subsequent to the end of the most recently completed quarter .

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PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Pursuant to a private placement conducted in accordance with Regulation S of the Securities Act of 1933, as amended, the net cash received by the Company was $3,275,562 through the issuance of 163,825,350 shares of common stock at $.02 per share.  The offering closed on August 3, 2007.  The net cash of the offering were distributed as follows:  (i) $2,500,000 million was distributed to the Companys subsidiary company AMLF to engage in second phase construction to upgrade manufacturing equipment; (ii) $600,000 was distributed to our creditors in partial repayment of indebtedness; and (iii) the balance of $175,562 for general working capital.
 
Item 3. Defaults upon Senior Securities - None.
 
Item 4. Submission of Matters to a Vote of Security Holders  - None.
 
Item 5. Other Information:

The Company announced in a Current Report on Form 8-K on August 10, 2007, that it had closed upon the private placement of shares of common stock, raising net cash of $3,275,562 through the issuance of 163,825,350 shares of common stock at $.02 per share.

The Company filed a registration statement on Form SB-2 , which became effective on November 2, 2007, registering 426,104,020 s hares of common stock.  The shares of common stock registered were shares previously issued, including a portion of the shares issued pursuant to the Regulation S private placement which closed on August 10, 2007.  The Company will not receive any proceeds from the Selling Shareholders.

Item 6. Exhibits and Reports on Form 8-K
 
(A) Exhibits
 
Exhibit Number
Description
 
 
 

(B) Reports on Form 8-K

(1)
Filed August 10, 2007, the Company announced the closing of a private placement of its shares of common stock
 
(2)
Filed August 21, 2007, the Company attached an Investor Fact Sheet, dated August 2007, which the Company intends to utilize to provide general information with respect to the Company and the industry in which it operates; together with certain financial information as previously reported in the Companys filings with the United States Securities and Exchange Commission.



 
 

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


AMERICAN METAL & TECHNOLOGY, INC.
(Registrant)
 
 
 
 
 
Date: April 2, 2008
By:
 /s/ Chen Gao
 
 
 
Chen Gao
 
 
 
Title: President and Chief Executive Officer
 
 
 
 
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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