SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON, D.C.
20549


FORM 10-QSB /A







(Mark
One)





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


For the
quarterly period ended September 30, 2007




or





o TRANSITION REPORT UNDER
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the
transition period from _____________ to ___________





Commission
File Number 33-19048-NY





AMERICAN METAL &
TECHNOLOGY, INC.


(Exact
Name of Small Business Issuer as specified in its charter)






Delaware
            22-2856171(State or other jurisdiction of incorporation or
    organization)
            (I.R.S. employer identification
no.)






633
      W. 5th Street,
      26th
      Floor
              Los
      Angeles, CA 90071(Address of principal executive offices) (Zip Code)Registrant's telephone number, including area code: (213)
      223-2339







Indicate
by check mark whether the Issuer:





(1) Has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 12 months (or for such shorter period that the registrant
was required to file such reports):




Yes x No o




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




Yes x No o






































1





AMERICAN
METAL & TECHNOLOGY, INC.


TABLE OF
CONTENTS


FORM
10-QSB





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










2





PART I. FINANCIAL
INFORMATION




ITEM 1. FINANCIAL
STATEMENTS





AMERICAN METAL &
      TECHNOLOGY, INC. AND SUBSIDIARIES(FORMERLY MURRY UNITED
      DEVELOPMENT CORPORATION)CONSOLIDATED BALANCE
      SHEETAS OF SEPTEMBER 30,
      2007(UNAUDITED)ASSETSCurrent
      AssetsCash
      and cash equivalents
              
              $
              6,470,280Accounts
      receivable - net
              
              
              544,981Other
      receivable - customers
              
              
              224,664Other
      receivables
              
              
              2,661Advances
      to suppliers
              
              
              453,674Inventories
              
              
              525,091Total Current
      Assets
              
              
              8,221,351Property, Plant and Equipment,
      net
              
              
              2,996,335Intangible Assets,
      net
              
              
              686,306Total
    Assets
              
              $
              11,903,992LIABILITIES AND
      SHAREHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable
              
              $
              425,258Accrued
      liabilities and other payables
              
              
              94,013Amount
      due to related parties
              
              
              352,491Unearned
      revenue
              
              
              57,776Total Current
      Liabilities
              
              
              929,538Minority
      Interests
              
              
              349,776Commitments
              
              
              -Shareholders'
      EquityCommon
      stocks; $0.0001 par value, 2,000,000,000 shares authorized,
                1,560,374,357
      issued and outstanding
              
              
              156,037Additional
      paid in capital
              
              
              4,884,219Statutory
      reserve
              
              
              992,869Accumulated
      other comprehensive income
              
              
              626,766Retained
      earnings
              
              
              3,964,787Total Stockholders'
      Equity
              
              
              10,624,678Total Liabilities and
      Shareholders' Equity
              
              $
              11,903,992The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.
    3
  AMERICAN METAL &
      TECHNOLOGY, INC. AND SUBSIDIARIES(FORMERLY MURRY UNITED
      DEVELOPMENT CORPORATION)CONSOLIDATED STATEMENTS OF
      INCOME AND OTHER COMPREHENSIVE INCOMEFOR THE THREE MONTH AND NINE
      MONTH PERIODS ENDED SEPTEMBER 30, 2007 AND 2006(UNAUDITED)Three month periods
      ended
              
              
              Nine month periods
      endedSeptember 30
              
              
              September 302007
              
              
              2006
              
              
              2007
              
              
              2006Net
sales
              
              $
              2,738,896
              
              
              $
              1,938,259
              
              
              $
              7,210,970
              
              
              $
              5,770,991Cost of goods
      sold
              
              
              (1,781,008
              )
              
              
              (1,409,359
              )
              
              
              (4,817,465
              )
              
              
              (4,136,764
              )Gross
    profit
              
              
              957,888
              
              
              
              528,900
              
              
              
              2,393,505
              
              
              
              1,634,227Operating
      expensesSelling
      expenses
              
              
              (5,262
              )
              
              
              (3,878
              )
              
              
              (19,520
              )
              
              
              (12,577
              )Operating
      and administrative expenses
              
              
              (391,833
              )
              
              
              (137,509
              )
              
              
              (936,545
              )
              
              
              (412,445
              )Total operating
      expenses
              
              
              (397,095
              )
              
              
              (141,387
              )
              
              
              (956,065
              )
              
              
              (425,022
              )Income from
      operations
              
              
              560,793
              
              
              
              387,513
              
              
              
              1,437,440
              
              
              
              1,209,205Other income
      (expense)Interest
      income
              
              
              5,408
              
              
              
              662
              
              
              
              7,490
              
              
              
              1,619Other
      income (expense)
              
              
              -
              
              
              
              202
              
              
              
              (2,418
              )
              
              
              266-
              
              
              
              -Total other income
      (expense)
              
              
              5,408
              
              
              
              864
              
              
              
              5,072
              
              
              
              1,885Income before minority
      interest
              
              
              566,201
              
              
              
              388,377
              
              
              
              1,442,512
              
              
              
              1,211,090Minority
      interests
              
              
              (6,777
              )
              
              
              19,263
              
              
              
              (6,644
              )
              
              
              61,142Net
    income
              
              
              572,978
              
              
              
              369,114
              
              
              
              1,449,156
              
              
              
              1,149,948Other comprehensive
      incomeForeign
      currency translation adjustment
              
              
              170,380
              
              
              
              82,415
              
              
              
              362,752
              
              
              
              102,525Comprehensive
      income
              
              $
              743,358
              
              
              $
              451,529
              
              
              $
              1,811,908
              
              
              $
              1,252,473Basic weighted average shares
      outstanding
              
              
              1,408,049,007
              
              
              
              1,128,842,167
              
              
              
              1,201,845,316
              
              
              
              1,128,842,167Basic net earnings per
      share
              
              $
              0.0004
              
              
              $
              0.0003
              
              
              $
              0.0012
              
              
              $
              0.0010Diluted weighted average shares
      outstanding
              
              
              1,410,880,999
              
              
              
              1,128,842,167
              
              
              
              1,206,391,976
              
              
              
              1,128,842,167Diluted net earnings per
      share
              
              $
              0.0004
              
              
              $
              0.0003
              
              
              $
              0.0012
              
              
              $
              0.0010The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.


4
  AMERICAN METAL &
      TECHNOLOGY, INC. AND SUBSIDIARIES(FORMERLY MURRY UNITED
      DEVELOPMENT CORPORATION)CONSOLIDATED STATEMENTS OF CASH
      FLOWSFOR THE NINE MONTH PERIODS
      ENDED SEPTEMBER 30, 2007 AND 2006(UNAUDITED)2007
                
                
                2006Cash
      flows from operating activities:Net
      income
                
                $
                1,449,156
                
                
                
                1,149,948Adjustments
      to reconcile net income toNet
      cash provided by operating activities:Minority
      interest
                
                
                (6,644
                )
                
                
                61,142Depreciation
      and amortization
                
                
                218,104
                
                
                
                163,877(Increase)/decrease
      in assets:Accounts
      receivable
                
                
                392,902
                
                
                
                (747,424
                )Note
      receivable
                
                
                (61,154
                )
                
                
                (95,454
                )Other
      receivables
                
                
                56,679
                
                
                
                71,073Inventory
                
                
                (26,379
                )
                
                
                (60,948
                )Advance
      to suppliers
                
                
                218,005
                
                
                
                706,176Increase/(decrease)
      in liabilities:Accounts
      payable
                
                
                193,380
                
                
                
                77,392Other
      payable and accrued expenses
                
                
                27,839
                
                
                
                68,332Unearned
      revenue
                
                
                54,117
                
                
                
                (743,576
                )Net
      Cash Provided By Operating Activities
                
                
                2,516,005
                
                
                
                650,538Cash
      flows from investing activities:Purchase
      of equipment and leasehold improvements
                
                
                (2,130
                )
                
                
                (364,401
                )Net
      Cash Used in Investing Activities
                
                
                (2,130
                )
                
                
                (364,401
                )Cash
      flows from financing activities:Cash
      received on stock issuance
                
                
                3,275,562
                
                
                
                119,860Proceeds(Payments)
      from(to) loans
                
                
                (234,339
                )
                
                
                232,093Net
      Cash Provided By Financing Activities
                
                
                3,041,223
                
                
                
                351,953Effects
      of Exchange Rate Change in Cash
                
                
                127,738
                
                
                
                16,633Net
      Increase in Cash and Cash Equivalents
                
                
                5,682,836
                
                
                
                654,723Cash
      and Cash Equivalents-Beginning Balance
                
                
                787,444
                
                
                
                146,623Cash
      and Cash Equivalents-Ending Balance
                
                
                6,470,280
                
                
                
                801,346Supplement
      disclosure of cash flow information:Income
      taxes paid
                
                $
                4,638
                
                
                $
                -Interest
      expenses paid
                
                $
                485
                
                
                $
                -Non
      Cash Transaction:Numbers
      of Share Issued Due To Reorganization
                
                
                274,160,734
                
                
                
                -The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.




5
 
 AMERICAN METAL & TECHNOLOGY, INC.
AND SUBSIDIARIES
 (FORMERLY MURRAY UNITED DEVELOPMENT CORPORATION)
 NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
 (UNAUDITED)






1.
            Organization and description of
      business





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





The
Company was incorporated on October 13, 1987 under the laws of the State of
Delaware. It was organized to further develop and exploit commercially certain
technology for a rotary internal combustion engine that would utilize
alternative fuels. The patent and related rights to the use of the technology
have been assigned to the Company. These rights were subsequently assigned
pursuant to the terms of the Stock Purchase Agreement dated November 6, 2006
discussed below.




The
Company entered into a Stock Purchase Agreement on November 6, 2006 (the
"Agreement") with American Metal Technology Group, a Nevada corporation
(“AMTG"), pursuant to which the Company acquired one hundred (100%) percent of
AMTG's outstanding common stock from the AMTG Stockholders and AMTG became
a wholly-owned subsidiary of the company in a two step reverse
takeover transaction on May 22, 2007.  In connection with this
transaction,




The
exchange of shares with AMTG has been accounted for as a reverse acquisition
under the purchase method of accounting since the shareholders AMTG obtained
control of the consolidated entity. Accordingly, the merger of the two companies
has been recorded as a recapitalization of AMTG, with AMTG being treated as the
continuing entity.  The historical financial statements presented herein
are those of AMTG. The continuing company has retained December 31 as its fiscal
year end.





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





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





AMTG was
incorporated on January 13, 2004 under the laws of the state of Nevada. On June
1, 2004 , AMTG entered into an equity purchase agreement with Beijing Sande
Technology (Holding) Co., Ltd. ( "BST") to acquire 80%
ownership of Beijing Tong Yuan Heng Feng Technology Co., Ltd. ( "BJTY"). As a result, AMTG
issued 7,200 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.

















6
 
 AMERICAN METAL TECHNOLOGY, INC. AND
SUBSIDIARIES
 (FORMERLY MURRAY UNITED DEVELOPMENT
CORPORATION)
 NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
 (UNAUDITED)







2.
            Summary of significant
      accounting policies




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





Principal of
consolidation





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





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












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





Use of
estimates





The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the amount of revenues and
expenses during the reporting periods. Management makes these estimates using
the best information available at the time the estimates are made. However,
actual results could differ materially from those results.




Cash and cash
equivalents




For
Statement of Cash Flows purposes, the Company considers all cash on hand and in
banks, including accounts in book overdraft positions, certificates of deposit
and other highly-liquid investments with maturities of three months or less,
when purchased, to be cash and cash equivalents. As of September 30, 2007, cash
and cash equivalent amounted to $6,470,280.




Accounts
receivable




The
Company's policy is to maintain reserves for potential credit losses for
accounts receivable. Management reviews the composition of accounts receivable
and analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves. As of September 30, 2007, the Company
had net accounts receivable of $544,981, net of allowance of
$111,328.




Advances to
suppliers




The Company advances to certain vendors for the purchase of
material. As of September 30, 2007, the advances to suppliers amounted to
$453,674.







7
 
 AMERICAN METAL TECHNOLOGY, INC. AND
SUBSIDIARIES
 (FORMERLY MURRAY UNITED DEVELOPMENT
CORPORATION)
 NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
 (UNAUDITED)




2.
            Summary of significant
      accounting policies -continued




Inventories




Inventories
are valued at the lower of cost or market value using weighted average method.
Management compares the cost of inventory with the market value and an allowance
is made for writing down the inventory to its market value, if
lower.





Property, plant and
equipment




Property,
plant and equipment are recorded at cost. Gains or losses on disposals are
reflected as gain or loss in the year of disposal. The cost of improvements that
extend the life of plant, property, and equipment are capitalized. These
capitalized costs may include structural improvements, equipment, and fixtures.
All ordinary repair and maintenance costs are expensed as incurred.




Depreciation
for financial reporting purposes is provided using the straight line method over
the estimated useful lives of the assets:




EstimatedUseful
      LifeBuilding
      and improvements
            13-40
      yearsMachinery
      and equipments
            5-15
      yearsVehicle
            12
      years




Financial instruments





Statement
of Financial Accounting Standard No. 107, "Disclosures about Fair Value of
Financial Instruments", requires that the Company disclose estimated fair values
of financial instruments.




The
Company's financial instruments primarily consist of cash and cash equivalents,
accounts receivable, other receivables, advances to suppliers, accounts payable,
other payable, tax payable, and related party advances and
borrowings.




As of the
balance sheet dates, the estimated fair values of the financial instruments were
not materially different from their carrying values as presented on the balance
sheet. This is attributed to the short maturities of the instruments and that
interest rates on the borrowings approximate those that would have been
available for loans of similar remaining maturity and risk profile at respective
balance sheet dates.




Impairment




The
Company applies the provisions of Statement of Financial Accounting Standard No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS No.
144"), issued by the Financial Accounting Standards Board ("FASB"). FAS No. 144
requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable through the estimated undiscounted cash flows expected to result
from the use and eventual disposition of the assets. Whenever any such
impairment exists, an impairment loss will be recognized for the amount by which
the carrying value exceeds the fair value.




The
Company tests long-lived assets, including property, plant and equipment and
intangible assets subject to periodic amortization, for recoverability at least
annually or more frequently upon the occurrence of an event or when
circumstances indicate that the net carrying amount is greater than its fair
value. Assets are grouped and evaluated at the lowest level for their
identifiable cash flows that are largely independent of the cash flows of other
groups of assets. The Company considers historical performance and future
estimated results in its evaluation of potential impairment and then compares
the carrying amount of the asset to the future estimated cash flows expected to
result from the use of the asset. If the carrying amount of the asset exceeds
estimated expected undiscounted future cash flows, the Company measures the
amount of impairment by comparing the carrying amount of the asset to its fair
value. The estimation of fair value is generally measured by discounting
expected future cash flows as the rate the Company utilizes to evaluate
potential investments. The Company estimates fair value based on the information
available in making whatever estimates, judgments and projections are considered
necessary. There was no impairment of long-lived assets for the nine months
ended September 30, 2007 and September 30, 2006.







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




2.
            Summary of significant
      accounting policies -continued




Revenue
recognition




The
Company's revenue recognition policies are in compliance with Staff accounting
bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to
customers when a formal arrangement exists, the price is fixed or determinable,
the delivery is completed, no other significant obligations of the Company exist
and collectibility is reasonably assured. Payments received before all of the
relevant criteria for revenue recognition are satisfied are recorded as unearned
revenue. Unearned revenue as of September 30, 2007 amounted to
$57,776.





The
Company's revenue consists of invoiced value of goods, net of a value-added tax
(VAT). No product return or sales discount allowance is made as products
delivered and accepted by customers are normally not returnable and sales
discount is normally not granted after products are delivered.





Foreign currency
translation





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




Translation
adjustments resulting from this process are included in accumulated other
comprehensive income in the consolidated statement of shareholders' equity and
amounted to $ 626,766 as of September 30, 2007.





Income
taxes





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




Local PRC Income
Tax





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





The
Company does not have any significant deferred tax asset or liabilities in the
PRC tax jurisdiction.




Beginning
January 1, 2008, the new Enterprise Income Tax (EIT) law will replace the
existing laws for Domestic Enterprises (DES) and Foreign Invested Enterprises
(FIEs). The new standard EIT rate of 25% will replace the 33% rate currently
applicable to both DES and FIEs. The two years tax exemption, three years 50%
tax reduction tax holiday for production-oriented FIEs will be eliminated. The
Company is currently evaluating the effect of the new EIT law will have on its
financial position.







9
 
 AMERICAN METAL TECHNOLOGY, INC. AND
SUBSIDIARIES
 (FORMERLY MURRAY UNITED DEVELOPMENT
CORPORATION)
 NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
 (UNAUDITED)





2.
            Summary of significant
      accounting policies -continued




Segment
reporting




Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure About
Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating decisions and assessing performance. Reportable segments
are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a
company.




SFAS No.
131 has no effect on the Company's consolidated financial statements as the
Company operates in one reportable business segment - manufacture and marketing
high-precision investment casting and metal fabrication products in
China.




Statement of cash
flows




In
accordance with Statement of Financial Accounting Standards No. 95, "Statement
of Cash Flows," cash flows from the Company's operations is calculated based
upon the local currencies. As a result, amounts related to assets and
liabilities reported on the statement of cash flows may not necessarily agree
with changes in the corresponding balances on the balance sheet.




Recent accounting
pronouncements




In
September 2006, FASB issued SFAS 157 Fair Value Measurements. This Statement
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The management is currently
evaluating the effect of this pronouncement on the consolidated financial
statements.




In
September 2006, FASB issued SFAS 158 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plansan amendment of FASB Statements No. 87,
88, 106, and 132(R) This Statement improves financial reporting by requiring an
employer to recognize the over funded or under funded status of a defined
benefit postretirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income of a business entity or changes in unrestricted net assets of a
not-for-profit organization. This Statement also improves financial reporting by
requiring an employer to measure the funded status of a plan as of the date of
its year-end statement of financial position, with limited exceptions. An
employer with publicly traded equity securities is required to initially
recognize the funded status of a defined benefit postretirement plan and to
provide the required disclosures as of the end of the fiscal year ending after
December 15, 2006. An employer without publicly traded equity securities is
required to recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after June 15, 2007. However, an employer without publicly traded equity
securities is required to disclose the following information in the notes to
financial statements for a fiscal year ending after December 15, 2006, but
before June 16, 2007, unless it has applied the recognition provisions of this
Statement in preparing those financial statements:







1.
            A
      brief description of the provisions of this
  Statement


2.
            The
      date that adoption is required


3.
            The
      date the employer plans to adopt the recognition provisions of this
      Statement, if earlier.





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





In
February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal
years beginning after November 15, 2007. Early adoption is permitted subject to
specific requirements outlined in the new Statement. Therefore, calendar-year
companies may be able to adopt FAS 159 for their first quarter 2007 financial
statements.







10
 
 AMERICAN METAL TECHNOLOGY, INC. AND
SUBSIDIARIES
 (FORMERLY MURRAY UNITED DEVELOPMENT
CORPORATION)
 NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
 (UNAUDITED)





2.
            Summary of significant
      accounting policies -continued




The new
Statement allows entities to choose, at specified election dates, to measure
eligible financial assets and liabilities at fair value that are not otherwise
required to be measured at fair value. If a company elects the fair value option
for an eligible item, changes in that item's fair value in subsequent reporting
periods must be recognized in current earnings. FAS 159 also establishes
presentation and disclosure requirements designed to draw comparison between
entities that elect different measurement attributes for similar assets and
liabilities. The management is currently evaluating the effect of this
pronouncement on the consolidated financial statements.





3.
            Other receivable -
      Customers





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





4.
            Other
      receivable





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





5.
            Inventories





Inventories
consisted of the followings at September 30, 2007:


2007
              (Unaudited)Supplies
      and raw materials
            
            $
            314,695Work
      in process
            
            
            129,430Finished
      goods
            
            
            80,966Totals
            
            $
            525,091







6.
            Property, Plant and
      Equipment





Property,
Plant and Equipment consist of the following at September 30, 2007:


2007
              (Unaudited)Building
      and improvements
            
            $
            893,858Vehicle
            
            
            21,709Machinery
      and equipments
            
            
            2,661,157Totals
            
            
            3,576,724Less:
      accumulated depreciation
            
            
            580,389$
            2,996,335





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













11
 
 AMERICAN METAL TECHNOLOGY, INC. AND
SUBSIDIARIES
 (FORMERLY MURRAY UNITED DEVELOPMENT
CORPORATION)
 NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
 (UNAUDITED)





7.
            Intangible
      assets




The intangible assets comprised of
following at September 30, 2007:





UnauditedLand use right, net
            
            $
            570,237Permits, net
            
            
            116,069Total
            
            $
            686,306





Land use right:




Per the
People's Republic of China's governmental regulations, the Government owns all
land. However, the government grants the user a land use right (the Right) to
use the land. The Company has recognized the amounts paid for the acquisition of
rights to use land as intangible asset and amortizing over a period of fifty
years.




American
Metal Technology (Lang Fang) Co., Ltd. acquired land use rights during the year
ended 2004 for a total amount of $606,635. The land use right is for fifty
years. The intangible assets consist of the followings as of September 30,
2007:





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





Permits:


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








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





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





Total
amortization expenses for the nine months ended September 30, 2007 and 2006
amounted to $35,777 and $5,673 respectively. Amortization expenses for next five
years after September 30, 2007 are as follows:




1 year after September 30, 2007
            
            $
            47,7032 year after September 30, 2007
            
            
            47,7033 year after September 30, 2007
            
            
            47,7034 year after September 30, 2007
            
            
            47,7035 year after September 30, 2007
            
            
            47,703Total
            
            $
            238,515






12
 AMERICAN METAL TECHNOLOGY, INC. AND
SUBSIDIARIES
 (FORMERLY MURRAY UNITED DEVELOPMENT
CORPORATION)
 NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
 (UNAUDITED)






8.
            Other payable and accrued
      expenses





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





9.
            Due to related
      parties





Due to
related parties amounted to $352,491 as of September 30, 2007. Due to related
parties includes $351,891 due to an affiliate owned by the CEO of BJTY and AMLF
and $600 due to a shareholder. Due to related parties payable are due on demand,
interest free, and unsecured.




10.
            Statutory
      reserve




As
stipulated by the Company Law of the People's Republic of China (PRC), net
income after taxation can only be distributed as dividends after appropriation
has been made for the following:




i)
            Making
      up cumulative prior years' losses, if
any;




ii)
            Allocations
      to the "Statutory surplus reserve" of at least 10% of income after tax, as
      determined under PRC accounting rules and regulations, until the fund
      amounts to 50% of the Company's registered
  capital;




iii)
            Allocations
      of 5-10% of income after tax, as determined under PRC accounting rules and
      regulations, to the Company's "Statutory common welfare fund", which is
      established for the purpose of providing employee facilities and other
      collective benefits to the Company's employees;
  and




iv)
            Allocations
      to the discretionary surplus reserve, if approved in the shareholders'
      general meeting.




In
accordance with the Chinese Company Law, the company has allocated 10% of its
net income to surplus. The total statutory reserve, as of September 30, 2007,
amounted to $661,913.




The
Company established a reserve for the annual contribution of 5% of net income to
the common welfare fund. The total common welfare fund, as of September 30,
2007, amounted to $330,956.





11.
            Current vulnerability due to
      certain concentrations




BJTY and
AMLFs operations are all carried out in the PRC. Accordingly, the Companys
business, financial condition and results of operations may be influenced by the
political, economic and legal environments in the PRC, and by the general state
of the PRC's economy.




The
Companys operations in the PRC are subject to specific considerations and
significant risks not typically associated with companies in the North America
and Western Europe. These include risks associated with, among others, the
political, economic and legal environments and foreign currency exchange. The
Company's results may be adversely affected by changes in governmental policies
with respect to laws and regulations, anti-inflationary measures, currency
conversion and remittance abroad, and rates and methods of taxation, among other
things.




Major customers and major
vendors




One major
customer accounted for 66% of the net revenue for the nine months ended
September 30, 2007. The Company had no accounts receivable from the customers as
of September 30, 2007.





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





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





12.
            Minority
      interest




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





13
 
 AMERICAN METAL TECHNOLOGY, INC. AND
SUBSIDIARIES
 (FORMERLY MURRAY UNITED DEVELOPMENT
CORPORATION)
 NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
 (UNAUDITED)







13.
            Options and warrants




Stock
Options


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


Unaudited
            
            Options
              Outstanding
            
            
            Weighted Average Exercise
      Price
            
            
            Aggregate
              Intrinsic
      ValueOutstanding,
      January 1, 2007
            
            
            6,000,000
            
            
            $
            0.02
            
            
            $
            0Reclassified
      from warrants
            
            
            -
            
            
            
            -
            
            
            
            -Granted
            
            
            -
            
            
            
            -
            
            
            
            -Forfeited/Canceled
            
            
            6,000,000
            
            
            
            0.02
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Outstanding,
      September 30, 2007
            
            
            -
            
            
            $
            -
            
            
            $
            0




Following
is a summary of the status of options outstanding at September 30, 2007: The
weighted average remaining contractual life of options outstanding is
0 years as of September 30, 2007. The exercise prices for the options
outstanding as of September 30, 2007 are as follows:
 
 (Unaudited)
 
 Outstanding Options
              
              
              
              
              Exercisable
      OptionsExercise
                Price
              
              Number
              
              Average
      Remaining
                Contractual
      Life
              
              
              Average
                Exercise
      Price
              
              Number
              
              
              Average
                Exercise
      Price$
              0
              
              
              
              
              0
              
              
              
              0
              
              
              $
              0
              
              
              
              0
              
              
              $
              0




Warrants





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





The
following table summarizes the warrants outstanding as of September 30,
2007:




(Unaudited)
            
            Warrants
              outstanding
            
            
            Weighted Average Exercise
      Price
            
            Aggregate
              Intrinsic
      ValueOutstanding,
      January 1, 2007
            
            
            15,398,000
            
            
            $
            0.15
            
            
            $
            0Transferred
      to options
            
            
            -
            
            
            
            -
            
            
            
            -Granted
            
            
            -
            
            
            
            -
            
            
            
            -Forfeited/Canceled
      (March 12, 2007)
            
            
            15,398,000
            
            
            $
            0.15
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Outstanding,
      September 30, 2007
            
            
            -
            
            
            $
            -
            
            
            $
            0





The
weighted average remaining contractual life of warrants outstanding is zero year
as of  September 30, 2007.




14.
            Private
      Placement




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







14





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





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





Statements
in this Form 10-QSB




Critical Accounting
Policies and Estimates






and estimates about inherently uncertain matters. The
Company's senior management has reviewed these critical accounting policies and
related disclosures with the Company's Board of Directors.
  Revenue recognition
  The Company's
revenue recognition policies are in compliance with Staff acc ounting bulletin (SAB) 104. Sales
revenue is recognized at the date of shipment to customers when a formal
arrangement exists, the price is fixed or determinable, the delivery is
completed, no other significant obligations of the
Company exist and
collectibility is reasonably assured. Payments received before all of the
relevant cr iteria for
revenue recognition are satisfied are recorded as unearned revenue. Unearned
revenue as of September 30,
2007 amounted to
$57,776.
    Allowance for doubtful
accounts
  September 30, 2007 the Company
  Inventory valuation
    Impairment of long-lived
assets
  "Accounting for the Impairment or
Disposal of Long-Lived Assets" "FAS No. 144" "FASB"
   15
  ITEM 2. MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION. - continued
  The Company
tests long-lived assets, including property, plant and equi pment and intangible assets subject to
periodic amortization, for recoverability at least annually or more frequently
upon the occurrence of an event or when circumstances indicate that the net
carrying amount is greater than its fair value. Assets are gr o uped and evaluated at the lowest level
for their identifiable cash flows that are largely independent of the cash flows
of other groups of assets. The
Company considers
historical performance and
future estimated results in its evaluation of potential impairment and then
compares the carrying amount of the asset to the future estimated cash flows
expected to result from the use of the asset. If the carrying amount of the
asset exc e eds estimated expected undiscounted
future cash flows, the
Company measures the
amount of impairment by comparing the carrying amount of the asset to its fair
value. The estimation of f air value is generally measured by
discounting expected future cash flows as the rate the
Company utilizes to evaluate potential
investments. The
Company estimates fair
value based on the information available in making whatever estimates, judgments
and projections are considered necessary. There was no impairment of long-lived
assets for the nine months ended September 30,
2007 and September 30,
2006 .
  Foreign currency
translation
  The reporting
currency of the
Company is the US dollar. The
Company uses their local
currency, Renminbi (RMB), as their functional currency. Results of
operations and cash flow are translated at average exchange rates during the
period, and assets and liabilities are translated at the unified exchange rate
at the end of the period. Translation adjustments resulting from th i s process are included in accumulated
other comprehensive income in the statement of shareholders' equity. Transaction
gains and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency  are included in the results of
operations as incurred.
  Translation
adjustments resulting from this process are included in accumulated other
comprehensive income in the consolidated statement of shareholders' equity and
amounted to $ 626,766 as of September 30,
2007 .
  Income taxes
  The Company
utilizes SFAS No. 109, "Accounting for
Income Taxes," which
requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax bases o f assets and liabilities and their
financial reporting amounts at each period end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are
establish e d, when necessary, to reduce deferred
tax assets to the amount expected to be realized. At September 30,
2007 and 2006 , there was no significant book to tax
differences.




RESULTS OF
OPERATIONS




Three
months ended September 30, 2007 compared with three months ended September 30,
2006


Revenue




Revenue
for the three months ended September 30, 2007 was $2,738,896 an increase of
41.3% as compared to $1,938,259 for the three months ended September 30, 2006.




Expenses from
Operations





$397,095 141,387




The
increase in operating expenses for the





Interest Income and
Expense




Net
interest income for the three months ended September 30, 2007 was $5,408 as
compared to net interest income of $662 for the three months ended September 30,
2006.





16





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





Other Income
(Expense)




Other
income (expense) for the three months ended September 30, 2007 was $0 as
compared to other income of $202 for the three months ended September 30,
2006




Net Income




We had
net income of $572,978 for the three months ended September 30, 2007




Nine months
ended September 30, 2007 compared with nine months ended September 30, 2006


Revenue
 
  
 Expenses from Operations
 
    
 Interest Income and Expense
   
 Other Income (Expense)
   
 Net Income
    17


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




LIQUIDITY AND CAPITAL
RESOURCES




Liquidity and capital resources


Operating activities
   
  
 Investing activities
   
 Financing activities
   
 Ultimately,
our success is dependent upon our ability to generate revenues from the sale of
precision metal casting and electronic circuit boards manufactured in facilities
located in the People’s Republic of China.





Off-Balance Sheet
Arrangements





We have
no off-balance sheet arrangements.




Material
Commitments





We have
no material commitments during the next twelve (12) months.





Purchase of Significant
Equipment





We do not
intend to purchase any significant equipment during the next twelve (12)
months.











18





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





PLAN OF
OPERATION





ACQUISITION
OF AMERICAN METAL TECHNOLOGY GROUP





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





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





Our
Business




American
Metal & Technology, Inc., through its wholly owned subsidiary American Metal
Technology Group, a Nevada corporation (AMTG), and through
AMTGs subsidiaries, Beijing Tong Yuan Heng Feng Technology Co., Ltd.
("BJTY") and American Metal Technology (Lang Fang) Co., Ltd., ("AMLF"),
primarily specializes in precision casting, machining, mold design and
manufacturing in the People's Republic of China ("China"). We manufacture
investment casting and machined products, including valves, pipe fittings,
regulators, dispensers, machinery spare parts, marine hardware, water treatment
parts, automotive and airplane accessories, and other equipment parts based upon
blueprints supplied to us by our customers. We use a wide range of ferrous and
non-ferrous materials such as stainless steel, carbon steel, low alloy steel and
aluminum. Our factory is certified with ISO9001 and ISO14001
standards.  In 2006, the Company through its subsidiary BJTY expanded
its business to the design and manufacturing of electronic circuit boards and
motion controllers for home appliances such as washing machines.




Management
believes there is significant room for expansion for AMTG and our subsidiaries
in the metal casting, metal fabrication, and circuit board industry worldwide.
We are in a multi-billion dollar metal casting industry. At least ninety percent
of all manufactured goods contain one or more cast metal components. Metal
castings components are integral in the U.S. transportation, energy, aerospace,
manufacturing, and national defense.  Management believes that the
Company can satisfy its current cash requirements based upon sales of its
investment castings, machined products, and circuit boards, and does not believe
that the Company will have to raise additional funds in the next twelve months,
although there can be no assurance that our current income from sale of such
goods will continue.




Our
Strategies




We are
committed to the development of new manufacturing techniques, and to bring new
and technological advanced metal fabricated products to the global market.
Management believes that our future growth and profitability depend on our
ability to maintain product quality, control production costs, increase
production capacity, improve our marketing and distribution channels, increase
product offerings, and to effectively react to market changes.





Capitalize on our cost structure and
logistical advantages:





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





19





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





Change our product line in response
to market demand:





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





Maintain high product
quality:





Management
believes that identifying each customer's needs and efficiently addressing its
needs are vital to maintaining a competitive advantage to the success of the
business. Management believes that our commitment to services levels and
attention to detail and quality has the effect of providing customers with a
sense of confidence and security that their product requirements will be met and
their products will be delivered on time. The factory complex in Beijing, China,
at which we conducted all of our manufacturing operations, was designed paying
particular attention to factory layout, cleanliness, incoming material control,
in-process quality control, finished goods quality control and final quality
examination.




ITEM 3. CONTROLS AND
PROCEDURES




Evaluation of Disclosure Controls and
Procedures





There
have been





20





PART II - OTHER
INFORMATION




Item 1. Legal
Proceedings.





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





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





Pursuant
to a private placement conducted in accordance with Regulation S of the
Securities Act of 1933, as amended, the net cash received by the Company was
$3,275,562 through the issuance of 163,825,350 shares of common stock at $.02
per share.  The offering closed on August 3, 2007.  The net
cash of the offering were distributed as follows:  (i) $2,500,000
million was distributed to the Companys subsidiary company AMLF to engage in
second phase construction to upgrade manufacturing equipment; (ii) $600,000 was
distributed to our creditors in partial repayment of indebtedness; and (iii) the
balance of $175,562 for general working capital.




Item 3. Defaults upon Senior
Securities - None.




Item 4. Submission of Matters to a
Vote of Security Holders  - None.




Item 5. Other
Information:





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





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





Item 6. Exhibits and Reports on Form
8-K




(A)
Exhibits




Exhibit Number
            Description




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




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







(B)
Reports on Form 8-K





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


















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SIGNATURES





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








AMERICAN METAL &
TECHNOLOGY, INC.


(Registrant)




Date: February 8,
      2008
            By:
            /s/
      Chen
      GaoChen
      GaoTitle:
      President and Chief Executive Officer










































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