SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q








x QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the
quarterly period ended March 31, 2008




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. 5th
      Street, 28th
      Floor
              Los
      Angeles, CA 90071(Address of principal executive offices) (Zip Code)Registrant's telephone number, including area code: (213)
      223-2321







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 xNo o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.






Large Accelerated
      Filer
            o
            Accelerated
      Filer
            oNon-Accelerated
      Filer
            o
            Smaller Reporting
      Company
            x




(2) Has
been subject to such filing requirements for the past 90 days.




Yes xNo o




10,402,687
shares of the registrant's Common Stock, $.0001 per share, were outstanding as
of May 8, 2008.


1


AMERICAN
METAL & TECHNOLOGY, INC.


TABLE OF
CONTENTS


FORM
10-Q





PART
      I FINANCIAL INFORMATIONItem
      Number
            
            PageItem
      1.
            Financial
      Statements
            3Consolidated  Balance
      Sheet as of March 31, 2008 (Unaudited)
            3Consolidated
      Statements of Income and Other Comprehensive Income for the Three Months
      Ended March 31, 2008 and 2007  (Unaudited)
            4Consolidated
      Statements of Cash Flows for The Three Months Ended March 31, 2008 and
      2007 (Unaudited)
            5Notes
      to Financial Statements
            6
      - 12Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition or Plan of
      Operation
            13Item
      3.
            Qualitative
      and Quantitative Disclosures About Market Risk
            16Item
      4.
            Controls
      and Procedures
            17PART
      II OTHER INFORMATION
            17Item
      1.
            Legal
      Proceedings
            17Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            17Item
      3.
            Defaults
      upon Senior Securities
            17Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            17Item
      5.
            Other
      Information
            17Item
      6.
            Exhibits
      and Reports on Form 8-K
            17Signatures
            18















2


PART
I. FINANCIAL INFORMATION




ITEM
1. FINANCIAL STATEMENTS





AMERICAN
      METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
              CONSOLIDATED
      BALANCE SHEET
              AS
      OF MARCH 31, 2008
              (UNAUDITED)ASSETSCurrent
      AssetsCash
      and cash equivalents
            
            $
            6,781,705Accounts
      receivable - net
            
            
            1,628,323Investment
      in marketable securities
            
            
            107,581Other
      receivables
            
            
            156,641Advances
      to suppliers
            
            
            1,753,998Inventories
            
            
            606,371Total
      Current Assets
            
            
            11,034,619Property,
      Plant and Equipment, net
            
            
            3,071,313Construction
      in Progress
            
            
            462,305Intangible
      Assets, net
            
            
            707,035Total
      Assets
            
            $
            15,275,272LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable
            
            $
            1,067,565Accrued
      liabilities and other payables
            
            
            166,450Amount
      due to related parties
            
            
            413,375Unearned
      revenue
            
            
            93,036Total
      Current Liabilities
            
            
            1,740,425Minority
      Interests
            
            
            324,706Commitments
            
            
            -Shareholders'
      EquityCommon
      stocks; $0.0001 par value, 30,000,000 shares authorized,
              10,402,687
      shares issued and outstanding
            
            
            1,040Additional
      paid in capital
            
            
            5,140,013Deferred
      expense-warrants
            
            
            (96,378
            )Statutory
      reserve
            
            
            1,040,205Accumulated
      other comprehensive income
            
            
            1,475,268Retained
      earnings
            
            
            5,649,992Total
      Stockholders' Equity
            
            
            13,210,140Total
      Liabilities and Shareholders' Equity
            
            $
            15,275,272The
      accompanying notes are an integral part of the consolidated financial
      statements.







3




AMERICAN
      METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
              CONSOLIDATED
      STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
              FOR
      THE THREE MONTH PERIODS ENDED MARCH 31, 2008 AND 2007
              (UNAUDITED)2008
            
            
            2007Net
      sales
            
            $
            4,896,515
            
            
            $
            2,108,963Cost
      of goods sold
            
            
            3,437,120
            
            
            
            1,450,261Gross
      profit
            
            
            1,459,395
            
            
            
            658,702Operating
      expensesSelling
      expenses
            
            
            16,258
            
            
            
            6,835Operating
      and administrative expenses
            
            
            480,946
            
            
            
            261,571Total
      operating expenses
            
            
            497,204
            
            
            
            268,406Income
      from operations
            
            
            962,191
            
            
            
            390,296Other
      income (expense)Interest
      income
            
            
            5,728
            
            
            
            2,054Gain
      on disposal of marketable securities
            
            
            35,651
            
            
            
            -Other
      income (expense)
            
            
            1,041
            
            
            
            (2,698
            )Total
      other income (expense)
            
            
            42,420
            
            
            
            (644
            )Income
      before minority interests
            
            
            1,004,611
            
            
            
            389,652Minority
      interests
            
            
            12,585
            
            
            
            (155
            )Net
      income
            
            
            1,017,196
            
            
            
            389,498Unrealized
      loss from available securities
            
            
            (66,190
            )
            
            
            -Foreign
      currency translation adjustment
            
            
            547,366
            
            
            
            79,716Comprehensive
      income
            
            $
            1,498,372
            
            
            $
            469,213Basic
      and diluted weighted average shares outstanding
            
            
            8,998,568
            
            
            
            7,649,959Basic
      and diluted net earnings per share
            
            $
            0.11
            
            
            $
            0.05The
      basic and diluted shares are the same because they are no diluted
      sharesThe
      accompanying notes are an integral part of the consolidated financial
      statements.











4





AMERICAN
      METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
              CONSOLIDATED
      STATEMENTS OF CASH FLOWS
              FOR
      THE THREE MONTH PEROIDS ENDED MARCH 31, 2008 AND 2007
              (UNAUDITED)2008
            
            
            2007Cash
      flows from operating activities:Net
      income
            
            $
            1,017,196
            
            
            $
            389,498Adjustments
      to reconcile net income toNet
      cash provided by operating activities:Minority
      interest
            
            
            (12,585
            )
            
            
            155Issuance
      of warrants for services
            
            
            4,418
            
            
            
            -Depreciation
      and amortization
            
            
            87,088
            
            
            
            63,490Gain
      on disposal of marketable securities
            
            
            (35,651
            )
            
            
            -Bad
      debt expenses
            
            
            33,317
            
            
            
            -(Increase)/decrease
      in assets:Accounts
      receivable, net
            
            
            (270,300
            )
            
            
            (735,048
            )Note
      receivable
            
            
            29,334
            
            
            
            606Other
      receivables
            
            
            81,202
            
            
            
            (92,151
            )Inventory
            
            
            (35,971
            )
            
            
            (127,851
            )Advance
      to suppliers
            
            
            (724,723
            )
            
            
            271,121Prepaid
      expenses-LT
            
            
            -
            
            
            
            138,596Increase/(decrease)
      in liabilities:Accounts
      payable
            
            
            288,502
            
            
            
            251,089Other
      payable and accrued expenses
            
            
            65,421
            
            
            
            (43,389
            )Unearned
      revenue
            
            
            77,943
            
            
            
            21,807Net
      Cash Provided By Operating Activities
            
            
            605,192
            
            
            
            137,922Cash
      flows from investing activities:Additions
      to construction in progress
            
            
            (68,427
            )
            
            
            -Increase
      in long-term investment
            
            
            -
            
            
            
            (129,750
            )


Disposal
      (Purchase) of equipment and leasehold improvements
            
            
            (4,383
            )
            
            
            114,889Net
      Cash Used in Investing Activities
            
            
            (72,810
            )
            
            
            (14,861
            )Cash
      flows from financing activities:Purchase
      of marketable securities
            
            
            (40,620
            )
            
            
            -Proceed
      from loans
            
            
            -
            
            
            
            116,070Net
      Cash Provided By (Used in) Financing Activities
            
            
            (40,620
            )
            
            
            116,070Effects
      of Exchange Rate Change in Cash
            
            
            252,750
            
            
            
            8,934Net
      Increase in Cash and Cash Equivalents
            
            
            744,512
            
            
            
            248,065Cash
      and Cash Equivalents-Beginning Balance
            
            
            6,037,193
            
            
            
            787,444Cash
      and Cash Equivalents-Ending Balance
            
            
            6,781,705
            
            
            
            1,035,509Supplement
      disclosure of cash flow information:Income
      taxes paid
            
            $
            -
            
            
            $
            -Interest
      expenses paid
            
            $
            -
            
            
            $
            627The
      accompanying notes are an integral part of the consolidated financial
      statements.





5
 
 AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (UNAUDITED)


1.
Organization and description of business





On June
1, 2007, American Metal & Technology, Inc. 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 of 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 shares of his pre-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 shares of pre-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.




On
December 3, 2007, the Company implemented a reverse stock split at the ratio of
one (1) for one hundred fifty (150), such that stockholders received one (1)
share of common stock of the Company for every one hundred fifty (150) shares of
common stock then held, with no change in the par value of shares of common
stock.




The
reverse stock split reduced the number of shares of Common Stock outstanding
from approximately 1,560,374,357 shares to approximately 10,402,496 shares. In
connection with the implementation of the reverse stock split, the board of
directors and shareholders each approved by written consent as of November 15,
2007 to amend the Certificate of Incorporation (the "Amendment") of the Company
to decrease the number of authorized shares from two billion (2,000,000,000)
shares of common stock and one hundred million (100,000,000) shares of preferred
stock to thirty million (30,000,000) shares of common stock and ten million
(10,000,000) shares of preferred stock. The par value of the Company's stock
remained at $.0001 per share for both the common and preferred
shares.





On April
7, 2008, American Metal & Technology, Inc. announced it purchased an
additional four CNC lathe machines during the first quarter ended March 31,
2008, bringing
the total number of lathes to 60. All of the high-precision lathe machines are
equal in size and capacity to the Company's existing 56 machines. Three of the
machines were put into production during the first quarter, and the fourth was
delivered and installed in April.




6
 AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
 NOTES TO 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, 2007. The results of the three month period ended March 31,
2008 are not necessarily indicative of the results to be expected for the full
fiscal year ending December 31, 2008.





Principlesof
consolidation





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





Subsidiaries
            Percentage
              Of
      OwnershipAmerican
      Metal Technology Group (“AMTG")
            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
accompanying 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.




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 March 31, 2008, the Company had
accounts receivable of $1,628,323, net of allowance of $110,280.




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 March 31, 2008 amounted to $93,036.




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.




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.   Accumulated other comprehensive income included
unrealized loss from available for sale securities of $53,789 and translation
adjustment of $1,421,478 as of March 31, 2008.






7
 AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
 NOTES TO 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 March 31, 2008 and 2007, 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.





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 replaced the existing
laws for Domestic Enterprises (DES) and Foreign Invested Enterprises (FIEs). The
new standard EIT rate of 25% replaced the 33% rate previously applicable to both
DES and FIEs.  The Company evaluated the effect of the new EIT law on
its financial position, and the two years tax exemption, three years 50% tax
reduction tax holiday for production-oriented FIEs will be
continued





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.




Recent accounting
pronouncements




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, which is an amendment of Accounting Research
Bulletin (“ARB”) No. 51.  This statement clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements.  This statement changes the way the consolidated
income statement is presented, thus requiring consolidated net income to be
reported at amounts that include the amounts attributable to both parent and the
noncontrolling interest.  This statement is effective for the fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008.  Based on current conditions, the Company does not
expect the adoption of SFAS 160 to have a significant impact on its results of
operations or financial position.




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations.”  This statement replaces FASB Statement No. 141,
“Business Combinations.” This statement retains the fundamental requirements in
SFAS 141 that the acquisition method of accounting (which SFAS 141 called
the purchase method) be used for all business combinations and for an acquirer
to be identified for each business combination. This statement defines the
acquirer as the entity that obtains control of one or more businesses in the
business combination and establishes the acquisition date as the date that the
acquirer achieves control. This statement requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions specified in the statement. This statement applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The Company does not expect the adoption of SFAS 160 to have
a significant impact on its results of operations or financial
position.





In March,
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”. The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows.




FASB
Statement No. 161 achieves these improvements by requiring disclosure of the
fair values of derivative instruments and their gains and losses in a tabular
format. It also provides more information about an entity’s liquidity by
requiring disclosure of derivative features that are credit risk–related.
Finally, it requires cross-referencing within footnotes to enable financial
statement users to locate important. Based on current conditions,
the Company does not expect the adoption of SFAS 161 to have a significant
impact on its results of operations or financial position.





8
 AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (UNAUDITED)




3.
Marketable Securities





The
Company’s securities are classified as available-for-sale and, as such, are
carried at fair value. The securities comprised of shares of common stock of
third party customers and securities purchased. Securities classified as
available-for-sale may be sold in response to changes in interest rates,
liquidity needs, and for other purposes. The Company does not currently have any
held-to-maturity or trading securities.





Unrealized
holding gains and losses for available-for-sale securities are excluded from
earnings and reported as a separate component of stockholder’s equity. Realized
gains and losses for securities classified as available-for-sale are reported in
earnings based upon the adjusted cost of the specific security
sold.





Marketable
securities classified as available for sale consisted of the following as of
March 31, 2008:





Marketable
      Securities
            
            Cost
            
            
            Market
      Value at March 31, 2008
            
            
            Unrealized
      loss for the three month period ended March 31, 2008
            
            Accumulated
      Unrealized LossVarious
            
            $
            161,370
            
            
            $
            107,581
            
            
            $
            66,190
            
            $53,789





As of
March 31, 2008, the Company evaluated its marketable securities holdings by
valuing the securities according to the quoted price of the securities on the
stock exchange.







4.
Other receivables





Other
receivables included notes receivable of $107,603 and other receivable of
$49,038 as of March 31, 2008.  Both are due from an unrelated party,
current, unsecured, and interest free.







5.
Inventories





Inventories
consisted of the following at March 31, 2008:


2008Supplies
      and raw materials
            
            
            373,542Work
      in process
            
            
            39,420Finished
      goods
            
            
            193,410Totals
            
            
            606,372







6.
Property, Plant and Equipment




Property,
Plant and Equipment consist of the following at March 31, 2008:





Building
      and improvements
            
            
            954,791Vehicle
            
            
            38,174Machinery
      and equipments
            
            
            2,861,302Totals
            
            
            3,854,267Less:
      accumulated depreciation
            
            
            782,9543,071,313





Depreciation
expenses for the three month period ended March 31, 2008 and 2007 were $74,328
and $60,561, respectively.







7.
Intangible assets





The
intangible assets comprised of following at March 31, 2008:





Land
      use right, net
            
            $
            602,630Permits,
      net
            
            
            104,405Total
            
            $
            707,035






9
 AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (UNAUDITED)




7. Intangible assets-
continued




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 assets and is amortizing them 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 $622,885. The land use right is for fifty
years. The intangible assets consist of the following as of March 31,
2008:





2008Intangible
      assets
            
            
            622,885


Less:
      accumulated amortization
            
            
            20,255602,630





Permits:




Permits
amounted to $104,405 as of March 31, 2008 and are amortized over 5
years:





2008Prepaid
      expenses
            
            $
            185,982Less:
      accumulated amortization
            
            
            81,577$
            104,405





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 March 31, 2008 the Company expects these assets to be fully
recoverable.





Total
amortization expenses for the three month period ended March 31, 2008 and 2007
amounted to $12,760 and $2,929 respectively. Amortization expenses for next five
years after March 31, 2008 are as follows:




1 year after March 31,
      2008
            
            $
            51,0002 year after March 31, 2008
            
            
            51,0003 year after March 31, 2008
            
            
            34,0004 year after March 31, 2008
            
            
            12,0005 year after March 31, 2008
            
            
            12,000Total
            
            $
            160,000






8.
Accrued liabilities and Other payables




Accrued
liabilities and other payablesamounted to $166,450 as of March 31, 2008. Other
payable and accrued expenses include taxes payables $119,017 and other accrued
expenses $47,433.







9.
Amounts Due to related parties




Amounts
due to related parties amounted to $413,375 as of March 31, 2008. Amounts due to
related parties include $412,775 due to an affiliate owned by the CEO of BJTY
and AMLF and a $600 due to a shareholder. Amounts due to related parties payable
are due on demand, interest free, and unsecured.





10
 AMERICAN METAL &
TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (UNAUDITED)




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 Statutory common
      welfare fund is no longer required per the new cooperation law executed in
      2006.




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 amount allocated to the surplus reserve amounted to
$114,251 and $45,172 in the three month period ended March 31, 2008 and 2007,
respectively.





11.
Options and warrants





Stock
Options





In April
2002 the Company issued options to purchase 40,000 shares of common stock
at $3.00 per share. The options were issued to an employee under a non qualified
option plan. As of April, 2007, all options have expired. No options were issued
during the three month period ended March 31, 2008. The following table
summarizes the options outstanding as of March 31, 2008:





Options
              Outstanding
            
            
            Weighted
      Average Exercise Price
            
            
            Aggregate
              Intrinsic
      ValueOutstanding,
      January 1, 2007
            
            
            40,000
            
            
            $
            3.00
            
            
            $
            -Reclassified
      from warrants
            
            
            -
            
            
            
            -
            
            
            
            -Granted
            
            
            -
            
            
            
            -
            
            
            
            -Forfeited/Canceled
            
            
            40,000
            
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -


Outstanding,
      December 31, 2007
            
            
            -
            
            
            $
            -
            
            
            $
            -Reclassified
      from warrants
            
            
            -
            
            
            
            -
            
            
            
            -Granted
            
            
            -
            
            
            
            -
            
            
            
            -Forfeited/Canceled
            
            
            -
            
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Outstanding,
      March 31, 2008
            
            
            -
            
            
            $
            -
            
            
            $
            -




Warrants





As a
result of the exercises and expiration of warrants, the Company has no Class A
and Class B warrants as of December 31, 2007.  99,320 Class B
warrants, and 3,333 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 $0.015 per warrant. Holders of the Class B warrants
had certain rights with respect to the registration of those warrants under the
Securities Act of 1933.





On March
15, 2008, the Company issued to CCG Investor Relations Partners LLC warrants to
purchase 50,000 shares to assist the Company in the execution of its investor
relations strategy.





The
following table summarizes the warrants outstanding as of March 31,
2008:




Warrants
              outstanding
            
            
            Weighted
      Average Exercise Price
            
            
            Aggregate
              Intrinsic
      ValueOutstanding,
      January 1, 2007
            
            
            102,653
            
            
            $
            0.15
            
            
            $
            -Transferred
      to options
            
            
            -
            
            
            
            -
            
            
            
            -Granted
            
            
            -
            
            
            
            -
            
            
            
            -Forfeited/Canceled
      (March 12, 2007)
            
            
            102,653
            
            
            $
            0.15
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Outstanding,
      December 31, 2007
            
            
            -
            
            
            $
            -
            
            
            $
            -Transferred
      to options
            
            
            -
            
            
            
            -
            
            
            
            -Granted
      (3/15/2008)
            
            
            50,000
            
            
            $
            5
            
            
            $
            -Forfeited/Canceled
            
            
            -
            
            
            $
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Outstanding,
      March 31, 2008
            
            
            50,000
            
            
            $
            5
            
            
            $
            -





The
weighted average remaining contractual life of warrants outstanding is 4 years
as of March 31, 2008.


11
 AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (UNAUDITED)





12.
Current vulnerability due to certain concentrations




BJTY and
AMLF’s operations are all carried out in the PRC. Accordingly, the Company’s
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
Company’s operations in the PRC are subject to specific considerations and
significant risks not typically associated with companies in North America and
Western Europe. These include risks associated with, among other things, 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




Two major
customers accounted for 76% of the net revenue for the three months ended March
31, 2008. The Company had $1,620,009 of accounts receivable from those customers
as of March 31, 2008.





Two
vendors provided 76% of the Company’s purchase of raw materials for the three
months ended March 31, 2008. The Company had $690,301 of accounts payable to
those vendors as of March 31, 2008.





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.







13.
Commitments





Consulting
agreements:





On March
15, 2008, the Company signed a letter of engagement with CCG Investor Relations
Partners LLC.  According to the terms of the agreement, CCG agreed to
assist the company in the execution of its investor relations strategy. The
agreement was for a twelve-month period and the Company agreed to pay $7,000 per
month to CCG and issue warrants to purchase 50,000 shares of the Company's
common stock at an exercise price of $5 per share. These warrants were recorded
at the fair value of $100,796 based on 70% volatility, 4.12% discount rate and
0% annual rate of quarterly dividends.  The Company has been expensing the
fair value of these warrants over the term of the agreement.




During
the quarter ended March 31, 2008, the Company expensed $4,418 and deferred
$96,378 in the consolidated financial statements.







14.
Minority interest




The
amounts of $324,706, as of March 31, 2008, represent the 5% shareholder interest
in BJTY.











12


ITEM 2. MANAGEMENT’S 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 in this Form
10-Q.





Statements
in this Form 10-Q which 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 Form 10-Q 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 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 for the three months ended March
31, 2008 amounted to $93,036.




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 March 31, 2008, the Company had
net accounts receivable of $1,628,323, net of an allowance of
$110,280.




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.




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 three months
ended March 31, 2008 and March 31, 2007.






13




ITEM 2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION.-
continued




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 $1,421,478 as of March 31, 2008.




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 March 31, 2008 and
2007, there was no significant book to tax differences.





RESULTS OF
OPERATIONS





Our
products are almost exclusively components parts for use in final products,
which are either assembled or manufactured outside China or are manufactured and
assembled in China exported to foreign markets.   Our primary focus
during 2008 has been to increase demand for our castings and machined parts
outside China, and we experienced significant growth in existing and new markets
with existing and new customers.  We believe there is substantial
additional demand for our products and services.





To
capitalize on the increased demand for our products, we have undertaken
significant capital expansion and capital improvement efforts, utilizing most of
the net proceeds received from our equity financing in 2007 to expand and
enhance our manufacturing capabilities. Specifically, we have a phased plan to
expand our capacity.  During the fourth quarter ended December 31,
2007, we began the first phase of the expansion plan. Phase one entails the
acquisition of 20 new high-precision lathe machines, 19 of which were delivered
and became operational in the three months ended December 31, 2007 and the three
months ended of March 31, 2008 and a further machine which became operational
after April 1, 2008.




In
February 2008, we announced we are planning to invest $3 million to build
additional facilities at our Langfang manufacturing center. The new facilities
mark the second phase of a four-phase plan to transform the Company’s capacity
and capabilities for the foreseeable future. This second phase of our four-phase
expansion plan will add two buildings totaling 10,900 square meters, increasing
annual capacity for casting products by 50% to 3,600 tons from 2,400 tons. Phase
two will also enable us to enhance our capabilities for the development and
manufacturing of circuit board solutions. Construction is due to be completed in
December 2008, with full production beginning in January 2009.




Revenue




Revenue
for the three months ended March 31, 2008 was $4,896,515 an increase of 132.2%
as compared to $2,108,963for the three months ended
March 31, 2007. Gross profit for the three months ended March 31, 2008, was
$1,459,395, or 29.8% of revenues, compared to $658,702, or 31.2% of revenues,
for the same period in 2007.





The
increase in revenue was due to several factors, including, but not limited to
greater production output as a result of increased capacity, effective
management to maximize the production capacity of our machinery, and an overall
rise in commodity prices.  In particular, since March 31, 2007, we
have purchased and installed an additional 19 CNC MAZAK lathes, (bringing our
total to 59 lathes), during the three months ended March 31, 2008,
including 6 machines purchased in January 2008, and 3 machines installed in
March 2008.  The additional machines increase our production capacity
and accordingly, increases revenues based upon orders which we were previously
unable to fill.  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. We estimate that approximately 50% of our increase in revenues is
related to our increase in machines.  In addition, our management,
after a careful and thorough study of our production methods, made several
changes to improve
our production and efficiency.  For example, we increased the turning
speed of the blade in our lathe machines in order to produce more products
within same time frame, and, whereas previously we employed one employee for
every two machines, where required we now allocate one employee per
machine.  Both of these changes provide us with greater utilization of
our machinery.  We estimate that approximately 20% of our increase in
revenue is related to such effective management to maximize our production
capacity.  Finally, our revenues increased as a result of pricing
changes related to the overall cost of commodities which we
utilize.  We estimate that the remainder of our increase in revenue
and gross profit, or approximately 30%, is related to these fluctuations in
commodity prices.





The
slight decrease in gross profit margin resulted from our products changing from
CNC machine orders to castings, which have a lower gross profit
margin.







14




ITEM 2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION.-
continued




Expenses
from Operations





Total
expenses, comprised mostly of general and administrative expenses was
approximately $497,204 for the three month period ended March 31, 2008, a net
increase of $228,798 compared to $268,406 for the three month period ended March
31, 2008.




The
increase in operating expenses for the three month period ended March 31, 2008
was mainly due to increased depreciation and amortization cost from the new
MAZAK lathes we purchased in 2007 and during the three months ended March 31,
2008 and an increase in our workforce to operate on the new
machines.





Interest
Income and Expense




Net
interest income for the three months ended March 31, 2008 was $5,728 as compared
to net interest income of $2,054 for the three months ended March 31,
2007.  This increase is primarily due to the increase in our cash and
cash equivalents.





Other
Income (Expense)




Other
income for the three months ended March 31, 2008 was $1,041 as compared to other
expense of $2,698 for the three months ended March 31, 2007.





Net
Income




We had
net income of $1,017,196 for the three months ended March 31, 2008 as compared
to net income of $389,498 for the three months ended March 31, 2008. The
increase was mainly due to an increase in revenue which increased 132.2%
compared with the three months ended March 31, 2007, and an increase in gross
profit which increased 121.56% compared with the three months ended March 31,
2007.





LIQUIDITY AND CAPITAL
RESOURCES





Our cash
and cash equivalents were $6,781,705 on March 31, 2008.  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 during the full year ended 2007 of our common
stock for cash.





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.




During
the three month period ended March 31, 2008, net cash provided by operating
activities was $605,192, and net cash provided from financing activities was
$(40,620).





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements.




Material
Commitments





On March
15, 2008, the we signed a letter of engagement with CCG Investor Relations
Partners LLC.  According to the terms of the agreement, CCG agreed to
assist us in the execution of its investor relations strategy. The agreement was
for a twelve-month period and we agreed to pay $7,000 per month to CCG and issue
warrants purchasing 50,000 shares of our common stock at an exercise price of $5
per share.




Purchase of Significant
Equipment





The
Company is currently executing a phased plan for growth.  The first phase
of the plan is now complete and the second phase is in process.  We
anticipate that the second phase will be complete  sometime during the
last quarter of 2008 or the first quarter 2009.  We contemplate during this
second phase the purchase of both machinery and equipment over the next 12
months and may include specialized casting equipment, CNC turning centers and
additional CNC lathe machines.  Ultimately however, any additional
machinery we purchase shall be based upon the current and projected needs at the
time of purchase.   At this stage the Company contemplates
spending approximately $3 million for the phased growth, which will include
machinery and equipment.









15




ITEM 2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION.-
continued




PLAN OF
OPERATION





Our
Business




American
Metal & Technology, Inc., through its wholly owned subsidiary American Metal
Technology Group, a Nevada corporation (“AMTG”), and through
AMTG’s 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.




In
February 2008, we announcedplans to invest $3
million to build additional facilities at our Langfang manufacturing center. The
new facilities mark the second phase of a four-phase plan to transform the
Company’s capacity and capabilities for the foreseeable future. This second
phase of American Metal’s four-phase expansion plan will add two buildings
totaling 10,900 square meters, increasing annual capacity for casting products
by 50%. Construction is due to be completed in December 2008, with full
production beginning in January 2009.





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.





Change
our product line in response to market demand:





Our
strategy is to respond to changes in market conditions by changing product lines
appropriately. Management believes the nature of market demand 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 report 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 and to the success of the
business. Management believes that our commitment to service 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 conduct 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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





As of
March 31, 2008 we have investments of $107,581 in marketable
securities.  During the three months ended March 31, 2008, we recorded
a gain of $35,651 on such securities.  Although these investments
represent less than one (1%) percent of our total assets, and, accordingly, do
no represent a significant component of our assets, there can be no assurance
that there will not be significant fluctuations in the equity
markets that reduce the value of these investments including, but not limited
to, a total loss of the value of these investments.





We
require substantial amounts of raw materials in our operations, including metals
and energy. We purchase all of our raw materials from outside sources, and our
metals purchases are from a select group of suppliers.  As a result,
our purchases of metals are concentrated with a few suppliers and any
interruptions in their ability to supply these materials could have a material
adverse effect on our financial position, results of operations and/or cash
flows. The availability and price of raw materials may also be subject to
shortages in supply, suppliers’ allocations to other purchasers, interruptions
in production by suppliers (including by reason of labor strikes or work
stoppages at our suppliers’ plants), and changes in exchange rates and worldwide
price levels.





Our
subsidiary corporations in the People’s Republic of China conduct business in
the local currency and therefore, we are exposed to foreign currency exchange
risk resulting from fluctuations in foreign currencies. This risk could
adversely impact our results and financial condition. We believe our current
exposure to fluctuations in foreign currency exchange rates is immaterial. We
have not entered into any foreign currency exchange and option contracts to
reduce our exposure to foreign currency exchange risk and the corresponding
variability in operating results as a result of fluctuations in foreign currency
exchange rates.






16




ITEM
4. 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.





On March
15, 2008, the Company signed a letter of engagement with CCG Investor Relations
Partners LLC.  According to the terms of the agreement, CCG agreed to
assist the company in the execution of its investor relations strategy, and as
partial consideration, we agreed to issue to CCG warrants to purchase 50,000
shares of the Company's common stock at an exercise price of $5 per
share.





There are
currently no proceeds from these warrants as CCG has yet to exercise the
warrants.







ITEM
3. DEFAULTS UPON SENIOR SECURITIES - None.




ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.






ITEM
5. OTHER INFORMATION.





We
announced in a press release issued on January 3, 2008, and pursuant to a Form
8-K filed with the SEC on the same date, that we have increased
our  production capacity by purchasing and installing 17 additional
CNC MAZAK lathe machines. We expanded from 40 CNC MAZAK lathes in 2007 to 59 CNC
MAZAK lathes as of March 31, 2008, which significantly increased our production
capacity.  Our management anticipates that the addition of 17 new
machines will increase our production capabilities by 20% in 2008.





Thereafter,
we announced in a press release issued on April 7, 2008, and pursuant to a Form
8-K filed with the SEC on the same date, that we purchased an additional 4 CNC
lathes machines during the first quarter ended March 31, 2008.  Three
of the lathes were put into production during the three months ended March 31,
2008, while the fourth machine was put into production in April
2008.  We now have a total of sixty (60) lathes.







ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K.




(A)
Exhibits




Exhibit Number
            Description




31
            Certification pursuant to Section
      302 of the Sarbanes-Oxley Act of
2002




32
            Certification pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002







(B)
Reports on Form 8-K





(1)
            Filed
      January 3, 2008, the Company announced the purchase of 17 CNC lathe
      machines(2)
            Filed
      April 7, 2008, the Company announced the purchase of an additional 4 CNC
      lathe machines





17




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:
      May 14, 2008
            By:
            /s/
      Chen GaoChen
      GaoTitle:
      President and Chief Executive Officer























18