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, 2009




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





10,720,268
shares of the registrant's Common Stock, $.0001 per share, were outstanding as
of March 31, 2009.





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, 2009 and December 31, 2008
      (Unaudited)
                  3Consolidated
      Statements of Income and Other Comprehensive Income for the Three Months
      Ended March 31, 2009 and 2008 (Unaudited)
                  4Consolidated
      Statements of Cash Flows for the Three Months Ended March 31, 2009 and
      2008 (Unaudited)
                  5Notes
      to Financial Statements
                  6 -
      15Item
      2.
                  Management’s
      Discussion and Analysis of Financial Condition or Plan of
      Operation
                  16Item
      3.
                  Qualitative
      and Quantitative Disclosures About Market Risk
                  19Item
      4T.
                  Controls
      and Procedures
                  20PART
      II OTHER INFORMATION
                  20Item
      1.
                  Legal
      Proceedings
                  20Item
      2.
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  20Item
      3.
                  Defaults
      upon Senior Securities
                  20Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  20Item
      5.
                  Other
      Information
                  20Item
      6.
                  Exhibits
      and Reports on Form 8-K
                  21Signatures
                  21

























2


PART I.
FINANCIAL INFORMATION




ITEM
1. FINANCIAL STATEMENTS




AMERICAN
      METAL & TECHNOLOGY, INC. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETSAS
      OF MARCH 31, 2009 AND DECEMBER 31, 2008(UNAUDITED)March
      31, 2009
                                                              
                                                              
                                                              December
      31, 2008ASSETSCurrent
      AssetsCash
      and cash equivalents
                                                              
                                                              $
                                                              8,477,595
                                                              
                                                              
                                                              $
                                                              7,569,046Accounts
      receivable - net
                                                              
                                                              
                                                              882,600
                                                              
                                                              
                                                              
                                                              2,424,157Investment
      in marketable securities
                                                              
                                                              
                                                              775
                                                              
                                                              
                                                              
                                                              93,906Other
      receivables
                                                              
                                                              
                                                              115,796
                                                              
                                                              
                                                              
                                                              352,250Advances
      to suppliers
                                                              
                                                              
                                                              475,830
                                                              
                                                              
                                                              
                                                              390,368Inventories
                                                              
                                                              
                                                              1,492,543
                                                              
                                                              
                                                              
                                                              1,079,741Current
      assets of the entity held for disposal
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              69,476Total
      Current Assets
                                                              
                                                              
                                                              11,445,139
                                                              
                                                              
                                                              
                                                              11,978,944Property,
      Plant And Equipment, net
                                                              
                                                              
                                                              4,388,559
                                                              
                                                              
                                                              
                                                              4,160,737Construction
      in Progress
                                                              
                                                              
                                                              2,565,085
                                                              
                                                              
                                                              
                                                              2,884,437Intangible
      Assets, net
                                                              
                                                              
                                                              669,227
                                                              
                                                              
                                                              
                                                              684,639Total
      Assets
                                                              
                                                              $
                                                              19,068,010
                                                              
                                                              
                                                              $
                                                              19,708,757LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable
                                                              
                                                              $
                                                              998,862
                                                              
                                                              
                                                              $
                                                              1,544,995Accrued
      liabilities and other payables
                                                              
                                                              
                                                              59,513
                                                              
                                                              
                                                              
                                                              95,039Accrued
      bonuses
                                                              
                                                              
                                                              351,913
                                                              
                                                              
                                                              
                                                              351,913Amount
      due to related parties
                                                              
                                                              
                                                              817,086
                                                              
                                                              
                                                              
                                                              813,082Unearned
      revenue
                                                              
                                                              
                                                              54,174
                                                              
                                                              
                                                              
                                                              8,645Liability
      of the entity held for disposal
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              645Total
      Current Liabilities
                                                              
                                                              
                                                              2,281,548
                                                              
                                                              
                                                              
                                                              2,814,319CommitmentsShareholders'
      EquityCommon
      stocks; $0.0001 par value, 30,000,000 shares authorized,10,720,268
      shares issued and outstanding
                                                              
                                                              
                                                              1,072
                                                              
                                                              
                                                              
                                                              1,072Additional
      paid in capital
                                                              
                                                              
                                                              7,786,114
                                                              
                                                              
                                                              
                                                              7,786,114Deferred
      expense-warrants
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (20,435
                                                              )Statutory
      reserve
                                                              
                                                              
                                                              1,418,851
                                                              
                                                              
                                                              
                                                              1,412,586Accumulated
      other comprehensive income
                                                              
                                                              
                                                              1,861,901
                                                              
                                                              
                                                              
                                                              1,865,844Retained
      earnings
                                                              
                                                              
                                                              5,718,524
                                                              
                                                              
                                                              
                                                              5,849,257Total
      Stockholders' Equity
                                                              
                                                              
                                                              16,786,462
                                                              
                                                              
                                                              
                                                              16,894,438Total
      Liabilities and Shareholders' Equity
                                                              
                                                              $
                                                              19,068,010
                                                              
                                                              
                                                              $
                                                              19,708,757The
      accompanying notes are an integral part of the consolidated financial
      statements.





3


AMERICAN
      METAL & TECHNOLOGY, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOMEFOR
      THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008(UNAUDITED)2009
                    
                    
                    2008Net
      sales
                    
                    $
                    1,282,299
                    
                    
                    $
                    4,896,515Cost
      of goods sold
                    
                    
                    (887,586
                    )
                    
                    
                    (3,437,120
                    )Gross
      profit
                    
                    
                    394,713
                    
                    
                    
                    1,459,395Operating
      expensesSelling
      expenses
                    
                    
                    (3,800
                    )
                    
                    
                    (16,258
                    )Operating
      and administrative expenses
                    
                    
                    (526,441
                    )
                    
                    
                    (480,946
                    )Total
      operating expenses
                    
                    
                    (530,241
                    )
                    
                    
                    (497,204
                    )Income
      (loss) from operations
                    
                    
                    (135,528
                    )
                    
                    
                    962,191Other
      income (expense)Interest
      income
                    
                    
                    110,474
                    
                    
                    
                    5,728Loss
      on disposal of marketable securities
                    
                    
                    (29,512
                    )
                    
                    
                    35,651Other
      Income (expense)
                    
                    
                    (1,071
                    )
                    
                    
                    1,041Total
      other income
                    
                    
                    79,891
                    
                    
                    
                    42,420Income(loss)
      before minority interests
                    
                    
                    (55,637
                    )
                    
                    
                    1,004,611Minority
      interests
                    
                    
                    -
                    
                    
                    
                    (12,585
                    )Net
      income (loss) from continuing operations
                    
                    
                    (55,637
                    )
                    
                    
                    1,017,196Loss
      from entity held for disposal
                    
                    
                    (68,831
                    )
                    
                    
                    -Net
      Income (Loss)
                    
                    
                    (124,468
                    )
                    
                    
                    1,017,196Other
      comprehensive items:Reclassification
      on disposal of marketable securities
                    
                    
                    58,382
                    
                    
                    
                    -Unrealized
      gain (loss) from marketable securities
                    
                    
                    234
                    
                    
                    
                    (66,190
                    )Foreign
      currency translation adjustment
                    
                    
                    (62,559
                    )
                    
                    
                    547,366Comprehensive
      income (loss)
                    
                    $
                    (128,411
                    )
                    
                    $
                    1,498,372Basic
      and diluted weighted average shares outstanding *
                    
                    
                    10,720,268
                    
                    
                    
                    8,998,568Net
      earnings (loss) per share from continuing operations
                    
                    $
                    0.00
                    
                    
                    $
                    0.11Net
      earnings (loss) per share from entity held for disposal
                    
                    $
                    (0.01
                    )
                    
                    $
                    -Basic
      and diluted net earnings (loss) per share *
                    
                    $
                    (0.01
                    )
                    
                    $
                    0.11*Basic
      and diluted shares are the same because there are no anti dilutive
      effectThe
      accompanying notes are an integral part of the consolidated financial
      statements.
































4




AMERICAN
      METAL & TECHNOLOGY, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWSFOR
      THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008(UNAUDITED)2009
                      
                      
                      2008Cash
      flows from operating activities:Net
      income (loss)
                      
                      $
                      (124,468
                      )
                      
                      $
                      1,017,196Adjustments
      to reconcile net income (loss) tonet
      cash provided by operating activities:Minority
      interest
                      
                      
                      -
                      
                      
                      
                      (12,585
                      )Amortization
      of deferred expense-warrants
                      
                      
                      20,435
                      
                      
                      
                      4,418Loss
      on disposal of marketable securities
                      
                      
                      29,512
                      
                      
                      
                      (35,651
                      )Bad
      debt expenses
                      
                      
                      -
                      
                      
                      
                      33,317Depreciation
      and amortization
                      
                      
                      123,307
                      
                      
                      
                      87,088(Increase)/decrease
      in assets:Accounts
      receivable
                      
                      
                      1,533,155
                      
                      
                      
                      (270,300
                      )Note
      receivable
                      
                      
                      -
                      
                      
                      
                      29,334Other
      receivables
                      
                      
                      233,723
                      
                      
                      
                      81,202Inventory
                      
                      
                      (416,386
                      )
                      
                      
                      (35,971
                      )Advance
      to suppliers
                      
                      
                      (86,767
                      )
                      
                      
                      (724,723
                      )Increase/(decrease)
      in liabilities:Accounts
      payable
                      
                      
                      (575,841
                      )
                      
                      
                      288,502Other
      payable and accrued expenses
                      
                      
                      (349
                      )
                      
                      
                      65,421Unearned
      revenue
                      
                      
                      45,551
                      
                      
                      
                      77,943Net
      cash provided by operating activities from continuing
      operations
                      
                      
                      781,870
                      
                      
                      
                      605,192Net
      cash provided by operating activities of entity held for
      disposal
                      
                      
                      45,931
                      
                      
                      
                      -Net
      cash provided by operating activities
                      
                      
                      827,801
                      
                      
                      
                      605,192Cash
      flows from investing activities:Additions
      to construction in progress
                      
                      
                      -
                      
                      
                      
                      (68,427
                      )Cash
      received for short-term investment
                      
                      
                      121,700
                      
                      
                      
                      -Purchase
      of equipment and leasehold improvements
                      
                      
                      (42,460
                      )
                      
                      
                      (4,383
                      )Net
      cash provided by (used in) investing activities from continuing
      operations
                      
                      
                      79,241
                      
                      
                      
                      (72,810
                      )Net
      cash provided by investing activities of entity held for
      disposal
                      
                      
                      22,901
                      
                      
                      
                      -Net
      cash provided by (used in) investing activities
                      
                      
                      102,142
                      
                      
                      
                      (72,810
                      )Cash
      flows from financing activities:Purchase
      of marketable securities
                      
                      
                      -
                      
                      
                      
                      (40,620
                      )Proceeds
      (Payments) from (to) related party loan
                      
                      
                      4,004
                      
                      
                      
                      -Net
      cash provided by (used in) financing activities
                      
                      
                      4,004
                      
                      
                      
                      (40,620
                      )Net
      increase in cash and cash equivalents
                      
                      
                      933,947
                      
                      
                      
                      491,762Effects
      of exchange rate change in cash
                      
                      
                      (25,398
                      )
                      
                      
                      252,750Cash
      and cash equivalents-beginning balance
                      
                      
                      7,569,046
                      
                      
                      
                      6,037,193Cash
      and cash equivalents-ending balance
                      
                      $
                      8,477,595
                      
                      
                      $
                      6,781,705Supplement
      disclosure of cash flow information:Income
      taxes paid
                      
                      $
                      -
                      
                      
                      $
                      -Interest
      expenses paid
                      
                      $
                      -
                      
                      
                      $
                      -The
      accompanying notes are an integral part of the consolidated financial
      statements.




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


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 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. As set forth below, the Company repurchased such shares
pursuant to an Equity Purchase Agreement Executed on September 22,
2008.





On
September 22, 2008, the Company entered in an Equity Purchase Agreement ("the
Agreement") with Wen Ge Ren (the "Seller"), a shareholder owning a 5% stock
interest in Beijing Tong Yuan Heng Feng Technology Co., Ltd ("BJTY"), which is
95% owned through the Company's wholly owned subsidiary American Metal
Technology Group. Pursuant to the Agreement, the Company shall pay to the Seller
US $390,299. The Seller has agreed to accept from the Company the equivalent of
US $92,566.46 or RMB 629,451.91 and balance of US $297,732.57 pursuant to the
issuance of such number of shares of restricted Common Stock based upon the
amount equal to 75% of the average of the closing bid price of the Company's
Common Stock for the five-day trading period commencing on September 18, 2008.
The Company shall deliver to the Seller the cash consideration and duly executed
share certificates representing the underlying shares registered in the name of
the Seller within 60 days from the date of signature. The Company delivered the
cash consideration and issued 317,581 shares to the Seller prior to September
30, 2008.





On
October 31, 2008, the Board of Directors adopted resolutions, authorizing
incentive compensation to key members of its management if the Company has four
million ($4,000,000) dollars or more in net income for the fiscal year of 2008
excluding expenses relating to the incentive compensation, as reflected in the
audited Financial Statements of the Company as filed with the Securities and
Exchange Commission. The incentive compensation shall be paid by the issuance of
shares of common stock by the Company as follows: (A) 533,333 shares of common
stock determined by multiplying the initial four million ($4,000,000) dollars of net
income by ten (10%) percent and dividing the product by an agreed value of $0.75
per share and (B) such number of additional shares of common stock determined by
multiplying the amount of net profit in excess of four million ($4,000,000)
dollars by twenty (20%) percent and dividing such product by an agreed value of
$0.75 per share.  As of March 31, 2009, such shares have not been
issued.




6
 
 AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS




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, 2008. The results of the three month
period ended March 31, 2009 are not necessarily indicative of the results to be
expected for the full fiscal year ending December 31, 2009.





Principal of
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")  Co., Ltd.
                            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.
                            100
                            %Lighting
      Power Global Limited
                            B.V.I.
                            100
                            %





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.




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 March 31, 2009 and
December 31, 2008, cash and cash equivalent amounted to $8,477,594 and
$7,569,046, respectively. The cash is deposited with four banks in China and is
not insured.




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, 2009 and December 31,
2008, the Company had accounts receivable of $882,600 and $2,424,157, net of
allowance of $197,119 and $62,716 respectively.




Advances to
suppliers





The
company advances to certain vendors for the purchase of material. As of March
31, 2009 and December 31, 2008, the advances to suppliers amounted to $475,830
and $390,368 respectively.


7
 
 AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  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 collectability 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, 2009 and December 31, 2008 amounted to
$54,174 and $8,645 respectively.




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.




Accumulated
other comprehensive income amounted to $1,861,901 and $1,865,844 as of March 31,
2009 and December 31, 2008, respectively. Accumulated other comprehensive income
is comprised of unrealized gain from available for sale securities of $234 and
foreign currency translation gain of $1,861,667 as of March 31,
2009.





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, 2009 and December 31, 2008, 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.  The Company is exempted from income tax in Peoples
Republic of China, for the three months ended March 31, 2009 and
2008.





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.






8
 
 AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  2. Summary of significant
accounting policies -
continued




Recent accounting
pronouncements





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. Management does not believe the effect of this pronouncement on
financial statements will have a material effect.




In May of
2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting
Principles”. The pronouncement mandates the GAAP hierarchy reside in the
accounting literature as opposed to the audit literature. This has the practical
impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP
hierarchy. This pronouncement will become effective 60 days following SEC
approval. The Company does not believe this pronouncement will impact its
financial statements.





In May
2008, FASB issued SFASB No. 163, Accounting for Financial Guarantee Insurance
Contracts-an interpretation of FASB Statement No. 60.  The scope of
the statement is limited to financial guarantee insurance (and reinsurance)
contracts.  The pronouncement is effective for fiscal years beginning
after December 31, 2008.  The company does not believe this
pronouncement will impact its financial statements.





In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
Statement replaces SFAS No. 141, Business Combinations. This Statement retains
the fundamental requirements in Statement 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Company’s fiscal year beginning January 1, 2009.
While the Company has not yet evaluated this statement for the impact, if any,
that SFAS No. 141(R) will have on its consolidated financial statements, the
Company will be required to expense costs related to any acquisitions after
January 1, 2009.





On
December 30, 2008 FASB issued FIN 48-3, “Effective Date of FASB Interpretation
No. 48 for Certain Nonpublic Enterprises”. This FSP defers the effective date of
FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, for
certain non-public enterprises as defined in paragraph 289, as amended, of FASB
Statement No. 109, Accounting for Income Taxes, including non-public
not-for-profit organizations. However, non-public consolidated entities of
public enterprises that apply U. S. GAAP are not eligible for the deferral.
Nonpublic enterprises that have applied the recognition, measurement, and
disclosure provisions of Interpretation 48 in a full set of annual financial
statements issued prior to the issuance of this FSP also are not eligible for
the deferral. This FSP shall be effective upon issuance. The Company does not
believe this pronouncement will impact its financial statements.





On
January 12, 2009 FASB issued FSP EITF 99-20-01, “Amendment to the Impairment
Guidance of EITF Issue No. 99-20”. This FSP amends the impairment guidance in
EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on
Purchased Beneficial Interests and Beneficial Interests That Continue to be Held
by a Transferor in Securitized Financial Assets,” to achieve more consistent
determination of whether an other-than-temporary impairment has occurred. The
FSP also retains and emphasizes the objective of an other-than-temporary
impairment assessment and the related disclosure requirements in FASB Statement
No. 115, Accounting for Certain Investments in Debt and Equity Securities, and
other related guidance. The FSP is shall be effective for interim and annual
reporting periods ending after December 15, 2008, and shall be applied
prospectively. Retrospective application to a prior interim
or  annual reporting period is not permitted. The Company does not
believe this pronouncement will impact its financial statements.





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, 2009 and December 31, 2008:





March
      31, 2009
                              
                              
                              December
      31, 2008Marketable
      Securities
                              
                              Various
                              
                              
                              VariousCost
                              
                              $
                              541
                              
                              
                              $
                              164,689Market
      Value
                              
                              
                              775
                              
                              
                              
                              93,906Unrealized
      Gain (Loss) for the year ended
                              
                              $
                              234
                              
                              
                              $
                              (70,783
                              )Accumulated
      Unrealized Gain (Loss)
                              
                              
                              234
                              
                              
                              
                              (58,382
                              )





As of
March 31, 2009, the Company evaluated its marketable securities holdings by
valuing the securities according to the quoted price of the securities on the
stock exchange.




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


4.
Other receivables





Other
receivables consisted of the following at March 31, 2009 and December 31,
2008.  The receivables are due from unrelated parties, interest free,
unsecured, and due on demand.





March
      31, 2009
                                
                                
                                December
      31, 2008Note
      receivable
                                
                                $
                                106,246
                                
                                
                                $
                                117,259Tax
      receivable
                                
                                
                                7,081
                                
                                
                                
                                194,638Others
                                
                                
                                2,469
                                
                                
                                
                                40,353Totals
                                
                                $
                                115,796
                                
                                
                                $
                                352,250





5.
Inventories





Inventories
consisted of the following at March 31, 2009 and December 31, 2008:





March
      31, 2009
                              
                              
                              December
      31, 2008Supplies
      and raw materials
                              
                              $
                              870,244
                              
                              
                              $
                              522,008Work
      in process
                              
                              
                              595,159
                              
                              
                              
                              539,386Finished
      goods
                              
                              
                              27,140
                              
                              
                              
                              18,347Totals
                              
                              $
                              1,492,543
                              
                              
                              $
                              1,079,741





6.
Property, Plant and Equipment




Property,
Plant and Equipment consist of the following at March 31, 2009 and December 31,
2008:





March
      31, 2009
                                    
                                    
                                    December
      31, 2008Building
      and improvements
                                    
                                    $
                                    977,999
                                    
                                    
                                    $
                                    981,311Vehicle
                                    
                                    
                                    112,549
                                    
                                    
                                    
                                    112,930Machinery
      and equipments
                                    
                                    
                                    4,512,910
                                    
                                    
                                    
                                    4,174,913Totals
                                    
                                    
                                    5,603,458
                                    
                                    
                                    
                                    5,269,154Less:
      accumulated depreciation
                                    
                                    
                                    (1,214,899
                                    )
                                    
                                    
                                    (1,108,417
                                    )$
                                    4,388,559
                                    
                                    
                                    $
                                    4,160,737





Depreciation
expenses for the year ended March 31, 2009 and 2008 were $108,349 and $74,328,
respectively.





7.
Construction in Progress:





As of
March 31, 2009 and December 31, 2008, construction in progress, representing
construction for additional facilities at its Langfang manufacturing center,
amounted to $2,565,085 and $2,884,437, respectively.





8.
Intangible assets





The
intangible assets comprised of the following at March 31, 2009 and December 31,
2008:





March
      31, 2009
                              
                              
                              December
      31, 2008Land
      use right, net
                              
                              $
                              604,004
                              
                              
                              $
                              609,378Permits,
      net
                              
                              
                              65,223
                              
                              
                              
                              75,261Total
                              
                              $
                              669,227
                              
                              
                              $
                              684,639




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.




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




8. Intangible assets -
continued




American
Metal Technology (Lang Fang) Co., Ltd. acquired land use rights during the year
ended 2004 for a total amount of $663,740. The land use right is for fifty
years. The intangible assets consist of the following as of March 31, 2009 and
December 31, 2008:





March
      31, 2009
                            
                            
                            December
      31, 2008Intangible
      assets
                            
                            $
                            663,740
                            
                            
                            $
                            665,987Less:
      accumulated amortization
                            
                            
                            (59,736
                            )
                            
                            
                            (56,609
                            )$
                            604,004
                            
                            
                            $
                            609,378





Permits:




Permits
amounted to $65,223 and $75,261 as of March 31, 2009 and December 31, 2008
respectively and are amortized over 5 years:




2009
                            
                            
                            2008Prepaid
      expenses
                            
                            $
                            76,865
                            
                            
                            $
                            196,333Less:
      accumulated amortization
                            
                            
                            (11,642
                            )
                            
                            
                            (121,072
                            )$
                            65,223
                            
                            
                            $
                            75,261





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 year ended March 31, 2009 and 2008 amounted to
$14,958 and $12,760 respectively. Amortization expenses for next five years
after March 31, 2009 are as follows:




1
      year after March 31, 2009
                    
                    $
                    53,0002
      year after March 31, 2009
                    
                    
                    49,0003
      year after March 31, 2009
                    
                    
                    13,0004
      year after March 31, 2009
                    
                    
                    13,0005
      year after March 31, 2009
                    
                    
                    13,000Total
                    
                    $
                    141,000





9.
Other payable and accrued expenses





Other
payable and accrued expenses consisted of the following at March 31, 2009 and
December 31, 2008:





2009
                              
                              
                              2008Payable
      to other companies
                              
                              $
                              -
                              
                              
                              $
                              12,731Taxes
      payable
                              
                              
                              453
                              
                              
                              
                              -Accrued
      expenses
                              
                              
                              59,060
                              
                              
                              
                              82,953Totals
                              
                              $
                              59,513
                              
                              
                              $
                              95,684





10.
Due to related parties




Due to
related parties amounted to $817,086 and $813,082 as of March 31, 2009 and
December 31, 2008. Due to related parties include $766,486 due to an entity, 33%
of which is owned by the President and CEO of the Company and $50,600 due to the
President and CEO of the Company as of March 31, 2009. Due to related parties
include $762,482 due to an affiliate owned by the CEO of BJTY and AMLF and
$50,600 due to shareholder as of December 31, 2008. Due to related parties
payable are due on demand, interest free, and unsecured.




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


11.
Stockholders’ equity





Additional
paid in capital





The local
government in Lang Fang required the Company’s subsidiary American Metal
Technology (Lang Fang) Co., Ltd, to increase its investments in Lang Fang with
respect to its 2nd phase
construction. On May 8, 2008, the Board of Directors authorized the transfer of
$2,245,981 from the Company’s Retained Earnings to Paid in Capital.





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 statutory reserve amounted to
$6,265 and $114,251 for the three months ended March 31, 2009 and 2008,
respectively.





The total
statutory reserve, as of March 31, 2009 and December 31, 2008, amounted to
$1,418,851 and $1,412,586 respectively.





Deemed
dividend





On July
11, 2008, the Company acquired from the Chairman and the President of Company,
fifty thousand (50,000) shares of common stock, representing 100% of the issued
and outstanding shares, of Lighting Power Global Limited, a British Virgin
Island company, incorporated on May 29, 2008, pursuant to the BVI Business
Company Act, 2004, resulting in the Company becoming the sole shareholder of
Lighting Power Global Limited.  The Company agreed to reimburse the
Chairman and the President for any loans made and/or expenses incurred with
respect to the acquisition and ownership of the shares of common stock of
Lighting Power Global Limited, which amounted to $50,000.  The company
recorded deemed dividend and related party payable in the amount of $50,000 at
December 31, 2008.





On March
18, 2009, the Board of Directors authorized the Company to transfer and resell
the Company’s ownership of fifty thousand (50,000) shares of common stock,
representing 100% of the issued and outstanding shares of Lighting Power Global
Limited, a British Virgin Island company, to the Chairman and the President of
Company, resulting in the President becoming the sole shareholder of Lighting
Power Global Limited.  The Board of Directors also authorized the
Company to cancel any funds due to the President for any loans made and /or
expenses incurred with respect to the original acquisition and ownership of the
shares of common stock of Lighting Power Global Limited.





12.
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 months ended March 31, 2009.





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.




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.




12
 
 AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  12. Options and
warrants-
continued




The
assumptions used in calculating the fair value of warrants granted using the
Black-Scholes option pricing model are as follows:





Risk-free
      interest rate
                      
                      
                      4.12
                      %Expected
      life of the warrants
                      
                      4
      yearExpected
      volatility
                      
                      
                      70
                      %Expected
      dividend yield
                      
                      
                      0
                      %




These
warrants were recorded at the fair value of $100,796.  The Company has been
expensing the fair value of these warrants over the term of the
agreement.




During
the three months ended March 31, 2009, the Company expensed $20,435 and deferred
$0 in the consolidated financial statements.





The
following table summarizes the warrants outstanding as of March 31,
2009:





Warrants
                        outstanding
                      
                      
                      Weighted
      Average Exercise Price
                      
                      
                      Aggregate
                        Intrinsic
      ValueOutstanding,
      December 31, 2008
                      
                      
                      50,000
                      
                      
                      $
                      5
                      
                      
                      $
                      -Granted
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Forfeited/Canceled
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      
                      -Exercised
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Outstanding,
      March 31, 2009
                      
                      
                      50,000
                      
                      
                      $
                      5
                      
                      
                      $
                      -





The
weighted average remaining contractual life of warrants outstanding is 3 years
as of March 31, 2009.





13.
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 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 76% of the net revenue for the three months ended March
31, 2009. The Company had $791,680, accounts receivable from this customer as of
March 31, 2009. One major customer accounted 76% of the net revenue for the
three months ended March 31, 2008. The company had $1,620,009 accounts
receivable from the customer as of March 31, 2008.





A
majority of our customers ultimately sell our products to users in Europe which
subjects us to a substantial risk of an economic downturn to
Europe.




Our
President and Chief Executive Officer and a Director, and the Secretary of the
Company and a Director own 35% and 21.6%, respectively of a company now known as
Beijing Sande Technology (Holding) Co., Ltd. (“Beijing Sande”) which is a
Chinese Corporation which, in turn, owns approximately 20% of Beijing Micro
Matic Machinery, Ltd, which is the 76% customer referred to
above.  The controlling interest of approximately 80% of Beijing Micro
Matic Machinery, Ltd. is owned by Denmark Micro Matic International SA,
(“Denmark Micro”) an entity registered in Denmark.





Three
vendors provided 74% of the Company’s purchase of raw materials for the three
months ended March 31, 2009. The Company had $550,405 accounts payable to those
vendors as of March 31, 2009. 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 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
 
 AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS




14.
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.  As of September 1,
2008, we terminated our agreement with CCG Investor Relations Partners
LLC.





During
the three months ended March 31, 2009, the Company expensed $20,435 and deferred
$0 in the consolidated financial statements.





15.
Minority interest




On
September 22, 2008, the Company entered in an Equity Purchase Agreement ("the
Agreement") with Wen Ge Ren (the "Seller"), a shareholder owning a 5% stock
interest in Beijing Tong Yuan Heng Feng Technology Co., Ltd ("BJTY"), which is
95% owned through the Company's wholly owned subsidiary American Metal
Technology Group. Pursuant to the Agreement, the Company shall pay to the Seller
US $390,299. The Seller has agreed to accept from the Company the equivalent of
US $92,566.46 or RMB 629,451.91 and balance of US $297,732.57 pursuant to the
issuance of such number of shares of restricted Common Stock based upon the
amount equal to 75% of the average of the closing bid price of the Company's
Common Stock for the five-day trading period commencing on September 18, 2008.
The Company shall deliver to the Seller the cash consideration and duly executed
share certificates representing the underlying shares registered in the name of
the Seller within 60 days from the date of signature. The Company delivered the
cash consideration and issued 317,581 shares to the Seller prior to September
30, 2008.




16. Entity
Held for Disposal





On March
18, 2009, the Board of Directors authorized the Company to transfer and resell
the Company’s ownership of fifty thousand (50,000) shares of common stock,
representing 100% of the issued and outstanding shares of Lighting Power Global
Limited, a British Virgin Island company, to the Chairman and the President of
Company, resulting in the President becoming the sole shareholder of Lighting
Power Global Limited.  The Board of Directors also authorized the
Company to cancel any funds due to the President for any loans made and /or
expenses incurred with respect to the original acquisition and ownership of the
shares of common stock of Lighting Power Global Limited.





As a
result, Lighting Power Global Limited is reported as an entity held for disposal
in the accompanying financials.





The
components of loss from operations related to the entity held for disposal for
the three months ended March 31, 2009 is shown below:





2009Net
      sales
                                  
                                  $
                                  -Cost
      of sales
                                  
                                  
                                  -Gross
      profit
                                  
                                  
                                  -Operating
      expensesOperating
      and administrative expenses
                                  
                                  
                                  68,682Total
      operating expenses
                                  
                                  
                                  68,682Loss
      from operations
                                  
                                  
                                  (68,682
                                  )Non-operating
      expensesOther
      expense
                                  
                                  
                                  149Net
      Loss before income tax
                                  
                                  
                                  (68,831
                                  )Provision
      for Income tax
                                  
                                  
                                  -Net
      loss from entity held for disposal
                                  
                                  $
                                  (68,831
                                  )






14
 
 AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS




16. Entity Held for
Disposal-
continued




Assets
and liabilities for the entity held for disposal as of March 31, 2009 and
December 31, 2008 are as follows:




March
      31, 2009
                                
                                
                                December
      31, 2008AssetsCash
      and cash equivalents
                                
                                $
                                -
                                
                                
                                $
                                22,901Account
      receivable, net
                                
                                
                                -
                                
                                
                                
                                46,575Total
      Current assets
                                
                                
                                -
                                
                                
                                
                                69,476LiabilitiesOther
      payable
                                
                                
                                -
                                
                                
                                
                                645Total
      Liabilities
                                
                                
                                -
                                
                                
                                
                                645Net
      Asset Held for Disposal
                                
                                $
                                -
                                
                                
                                $
                                68,831


























15
  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 collectability 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,
2009 amounted to $54,174.




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, 2009, the Company had
net accounts receivable of $882,600, net of allowance of $197,119.




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, 2009 and March 31, 2008.




16




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.




Accumulated
other comprehensive income amounted to $1,861,901 and $1,865,844 as of March 31,
2009 and December 31, 2008, respectively. Accumulated other comprehensive income
is comprised of unrealized gain from available for sale securities of $234 and
foreign currency translation gain of $1,861,667 as of March 31,
2009.





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, 2009 and
2008, there was no significant book to tax differences.







RESULTS OF
OPERATIONS





We design
and manufacture high-precision casting and machined parts based on blueprints
supplied by our customers. To set us apart from competition, we streamlined
production cycle by providing a one stop solution to include all three integral
processes in making high precision parts, which are molding design and
fabrication, high precision investment casting and CNC machining process. Our
products are almost exclusively component parts for use in final products, which
are either assembled or manufactured outside China or are manufactured and
assembled in China and 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.  During
the three months ended March 31, 2009, as further set forth below, due to the
worldwide economic slowdown, we recognized that we would experience a reduction
in revenue and have been working towards reducing our operating
expenses.





To
capitalize on the increased demand for our products, we commenced 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. By the end of first quarter ended March 31, 2008, we
completed the first phase of the expansion plan. Phase one entails a 53,819
square foot manufacturing space, 5 turning centers and 60 CNC Mazak Lathe, 19 of
which were delivered and became operational in the three months ended December
31, 2007 and the three months ended March 31, 2008 and the last of which became
operational on or about April 7, 2008.  All of the new high-precision lathe
machines are equal in size and capacity to the Company's existing
machines.




In
February 2008, we announced that we were planning to invest $3 million to build
additional facilities at our Langfang manufacturing center. The new facilities
marked the second phase of a multiphase plan to transform the Company’s capacity
and capabilities for the foreseeable future. This second phase of our multiphase
expansion plan will add two buildings totaling approximately 10,916 square
meters, increasing annual capacity for casting products by 50% to 3,600 tons
from 2,400 tons.


During
the first quarter of fiscal year 2009, we completed construction of the first
building, which is a factory with a workspace of 6,654.84 square
meters.  The factory entails  a 4,500 square meter metal
casting shop, a 1,000 square meter electronic shop, a 500 square meter mould
shop, and a 600 square meter inventory and assorted sets shop. The second
building will be a 4,260.84 square meter four level staff dormitory which will
accommodate 600 staff members. We have not completed the construction of the
second building.





As of
December 31, 2008, we had 323 employees working at our factories compared
to 256 at the same time in the prior year. Prior to December 2008, the
Company operated with three shifts per day for seven days each
week.  Due to the global economic downturn, in December 2008, the
Company reduced shifts to one shift per day.  From January 2009
through the date of this Quarterly Report, the Company has been operating one
shift per day.  As of March 31, 2009, we had 225 full time
employees.





As of
March 2009, the Company’s sales dropped approximately 80% as compared to
December 2008.  We experienced an approximate 70% decline in our
orders from our European customers.  We anticipate that during 2009 we
will achieve 40% of the sales which we received during the fiscal year ended
December 31, 2008.  Depending upon the condition of the economy, we
may experience a net loss for 2009.






17




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




RESULTS
OF OPERATIONS -
continued




On
September 22, 2008, the Company entered in an Equity Purchase Agreement ("the
Agreement") with Wen Ge Ren (the "Seller"), a shareholder owning a 5% stock
interest in Beijing Tong Yuan Heng Feng Technology Co., Ltd ("BJTY"), which is
95% owned through the Company's wholly owned subsidiary American Metal
Technology Group. Pursuant to the Agreement, the Company shall pay to the Seller
US $390,299. The Seller has agreed to accept from the Company the equivalent of
US $92,566.46 or RMB 629,451.91 and balance of US $297,732.57 pursuant to the
issuance of such number of shares of restricted Common Stock based upon the
amount equal to 75% of the average of the closing bid price of the Company's
Common Stock for the five-day trading period commencing on September 18, 2008.
The Company shall deliver to the Seller the cash consideration and duly executed
share certificates representing the underlying shares registered in the name of
the Seller within 60 days from the date of signature. The Company delivered the
cash consideration and issued 317,581 shares to the Seller prior to September
30, 2008.




On
October 31, 2008, the Board of Directors adopted resolutions, authorizing
incentive compensation to key members of its management if the Company has four
million ($4,000,000) dollars or more in net income for the fiscal year of 2008
excluding expenses relating to the incentive compensation, as reflected in the
audited Financial Statements of the Company as filed with the Securities and
Exchange Commission. The incentive compensation shall be paid by the issuance of
shares of common stock by the Company as follows: (A) 533,333 shares of common
stock determined by multiplying the initial four million ($4,000,000) dollars of
net income by ten (10%) percent and dividing the product by an agreed value of
$0.75 per share and (B) such number of additional shares of common stock
determined by multiplying the amount of net profit in excess of four million
($4,000,000) dollars by twenty (20%) percent and dividing such product by an
agreed value of $0.75 per share.  As of March 31, 2009, such shares
have not been issued.





Revenue




Revenue
for the three months ended March 31, 2009 was $1,282,299 a decrease
of 73.81% as compared to $4,896,515 for the three months ended March
31, 2008. Gross profit for the three months ended March 31 2009, was
$394,713, or approximately 30.78% of revenues, compared to $1,459,395, or 29.80%
of revenues, for the same period in 2008.





The
decrease is primarily due to the approximate 70% decline in orders from our
European customers.




Expenses
from Operations


Total
expenses, comprised mostly of general and administrative expenses were
approximately $530,241 for the three month period ended March 31, 2009, a net
increase of $33,037 compared to $497,204 for the three month period ended March
31, 2008.





The
increase in operating expenses for the three months ended March 31, 2009 was
mainly due to a prior
increase in expenses as a result of increased revenues which the Company
experienced in fiscal year 2008.  Although revenues have
decreased during the first quarter of 2009, the Company did not decrease its
operating expenses at the same rate.





Interest
Income and Expense




Net
interest income for the three months ended March 31, 2009 was $110,474 as
compared to net interest income of $5,728 for the three months ended March 31,
2008.





This
increase is primarily due to the increase in our cash and cash
equivalents.





Other
Income (Expense)




Other
expense for the three months ended March 31, 2009 was (1,071) as compared to
other expense of $1041 for the three months ended March 31, 2008.





Net
Income




We had
net loss of ($124,468) for the three months ended March 31, 2009 as
compared to net income of $1,017,196 for the three months ended March 31,
2008.






18




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




LIQUIDITY AND CAPITAL
RESOURCES





Our cash
and cash equivalents were $8,477,595 on March 31, 2009.  Through the
fiscal year ended December 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.





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, 2009, net cash provided by operating
activities was $827,801, and net cash provided from financing activities was
$4,004.





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements.




Material
Commitments





None.





Purchase of Significant
Equipment





None.






ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





As of
March 31, 2009 we have investments of $775 in marketable
securities.  During the three months ended March 31, 2009, we recorded
a loss of ($29,512) on the disposal of such securities.  Although
these investments represent less than one (1%) percent of our total assets, and,
accordingly, do not 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, and
interruptions in production by suppliers (including by reason of labor strikes
or work stoppages at our suppliers’ plants).  In addition, although we
are subject to changes in exchange rates and worldwide price levels of raw
materials, our contracts with our suppliers provide that we are not responsible
for any 3-5% increase in commodity prices, including price increases resulting
from currency fluctuations.  Our management has in the past and
intends in the future to pass any additional increases in price to our
customers.




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, based
upon the aforementioned provisions with respect to price increases found in our
contracts with our suppliers. 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.








19




ITEM
4T. CONTROLS AND PROCEDURES




Our
principal executive and financial officer, 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)), has concluded that as of the fiscal
quarter ended March 31, 2009 our disclosure controls and procedures were
ineffective 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 and Principal Financial 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 control over financial reporting identified
during the period covered by this report which have materially affected, or were
reasonably likely to materially affect, our internal control over financial
reporting.






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.





None.






ITEM
3. DEFAULTS UPON SENIOR SECURITIES




None.






ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




None.






ITEM
5. OTHER INFORMATION




None.




20


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




None.








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, 2009
              By:
              /s/  Chen GaoChen
      GaoTitle:
      President and Chief Executive Officer

















































21