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.
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
|
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.
|
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.
|
|
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.
|
|
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.
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.
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.
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.
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.
|
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.
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.
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.
AMERICAN METAL TECHNOLOGY, INC. AND
SUBSIDIARIES
(FORMERLY MURRAY UNITED DEVELOPMENT
CORPORATION)
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
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
|
|
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.
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.
The
amounts of $349,776 as of September 30, 2007 which represent the 5% shareholder
interest in BJTY.
AMERICAN METAL TECHNOLOGY, INC. AND
SUBSIDIARIES
(FORMERLY MURRAY UNITED DEVELOPMENT
CORPORATION)
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
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.
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.
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.
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.
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.
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.
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.
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.
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 .
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.
|
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)
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Date:
April 2,
2008
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By:
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/s/
Chen
Gao
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Chen
Gao
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Title:
President and Chief Executive Officer
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22
American Metal and Techn... (CE) (USOTC:AMGY)
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American Metal and Techn... (CE) (USOTC:AMGY)
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