SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-KSB /A
Amendment No. 1
(Mark
One)
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
fiscal year ended December 31, 2007
or
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the
transition period from ____________
Commission
File Number 033-19048-NY
AMERICAN
METAL & TECHNOLOGY, INC.
(Name of
Small Business Issuer)
MURRAY
UNITED DEVELOPMENT CORP.
(Former
name of registrant, as provided on last annual report)
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Delaware
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22-2856171
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(State of
incorporation or organization)
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(I.R.S.
employer identification no.)
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633
W. 5
th
Street, 28
th
Floor Los Angeles, CA
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90071
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(Address of
principal executive offices)
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(Zip
Code)
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Issuer's
telephone number, including area code:
(213)
223-2321
Securities
registered under Section 12(b) of the Exchange
Act:
NONE
Securities
registered under Section 12(g) of the Exchange
Act:
NONE
Check if
the Issuer is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act.
o
Check
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 issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes
o
No
x
Check if
disclosure of delinquent filers in response to Item 405 of Regulation S-K is not
contained in this form, and no disclosure will be contained, to the best of the
Issuer's knowledge, in definitive information or proxy statements incorporated
by reference in Part III of this Form 10-KSB /A or any amendment to this
Form 10-KSB /A
x
Indicate
by check mark whether the Issuer is a shell company as defined in Rule 12-b-2 of
the Exchange Act.
Yes
o
No
x
The
Issuer’s revenues during its fiscal year ended December 31, 2007 were
$10,656,958.
As of
March 21, 2008, the aggregate market value of the registrant's Common Stock held
by non affiliates of the Issuer as computed by reference to the closing price of
such stock on such date was approximately $38,486,942
As of
March 21, 2008, 10,402,687 shares of the Issuer's Common Stock were outstanding.
The issuer has no outstanding convertible securities
Transitional
Small Business Disclosure Format:
Yes
o
No
x
Documents
incorporated by Reference: NONE
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TABLE
OF CONTENTS
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PAGE
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Item
1. Description of Business
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4
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Item
2. Description of Property
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10
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Item
3. Legal Proceedings
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Item
4. Submission of Matters to a Vote of Security Holders
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11
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12
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Item
5. Market for Common Equity and Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities
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12
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Item
6. Management's Discussion and Analysis or Plan of
Operation
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14
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Item
7. Financial Statements
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19
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Item
8. Changes In and Disagreements with Accountants On Accounting and
Financial Disclosure
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19
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Item
8A (T). Controls and Procedures
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20
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Item
8B. Other Information
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21
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21
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Item
9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) Of the Exchange Act
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21
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Item
10. Executive Compensation
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23
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Item
11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
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24
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Item
12. Certain Relationships and Related Transactions, and Director
Independence
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24
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Item
13. Exhibits
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25
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Item
14. Principal Accountant Fees and Services
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26
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SIGNATURES
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27
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FINANCIAL
STATEMENTS
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F-1
– F- 20
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EXHIBITS
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Exhibit
31 .1 (Certification required under the Section 302 of the
Sarbanes-Oxley Act of 2002)
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Exhibit
32 .1 (Certification required under the Section 906 of the
Sarbanes-Oxley Act of 2002)
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PART
I
DISCLOSURE
OF FORWARD-LOOKING STATEMENTS
Statements
in this Form 10-KSB /A that are not statements of historical or current
fact constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other unknown factors that
could cause our actual results to be materially different from the historical
results or from any future results expressed or implied by such forward-looking
statements. In addition to statements that explicitly describe such risks and
uncertainties, readers are urged to consider statements labeled with the terms
"believes," "belief," "intends," "anticipates" or "plans" to be uncertain and
forward-looking. The forward-looking statements contained herein are also
subject generally to other risks and uncertainties that are described from time
to time in our reports filed with the Securities and Exchange
Commission.
ITEM
1. DESCRIPTION OF BUSINESS
Our
Business
American
Metal & Technology, Inc., through its wholly owned subsidiary American Metal
Technology Group, a Nevada corporation (“AMTG”), and through
AMTG’s subsidiaries, Beijing Tong Yuan Heng Feng Technology Co., Ltd.
("BJTY") and American Metal Technology (Lang Fang) Co., Ltd., ("AMLF"),
primarily specializes in precision casting, machining, mold design and
manufacturing in the People's Republic of China ("China"). We manufacture
investment casting and machined products, including valves, pipe fittings,
regulators, dispensers, machinery spare parts, marine hardware, water treatment
parts, automotive and airplane accessories, electronic circuit board for home
appliances and motion controllers, 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.
Beijing
Tong Yuan Heng Feng Technology Co., Ltd. ("BJTY") was incorporated on December
11, 2001 with its principal place of business in Beijing, China. Since its
organization, BJTY has been a manufacturer of precision metal parts for original
equipment manufacturers ("OEMs").
American
Metal Technology (Lang Fang) Co., Ltd., ("AMLF") was incorporated as a wholly
owned subsidiary by AMTG on August 2, 2004 in Lang Fang city, Hebei, China. AMLF
was formed to expand the production and operation of BJTY. Following the
incorporation, AMLF had purchased the rights to use a total area of 30,291.3
square meters (approximately 326,053 square foot) of land from the Chinese
government. The land is located at east side of Meison Street and north of Lang
Fang development zone garden in Lang Fang, Hebei, China. The term of the
land-use-rights is fifty (50) years from September 1, 2004 to September 1, 2054.
The land is semi-developed in terms of readied access to supplies of water,
electricity, heat, natural gas and internet connections. AMLF has completed its
construction of a two story manufacturing plant with a total occupational space
of 5,000 square meters (53,819 square foot).
ITEM
1. DESCRIPTION OF BUSINESS - continued
Our
Business
-
continued
We own
and operate 56 Mazak CNC lathes, 4 machining centers with 4 axis, and 20 other
machines, including CNC milling machine, laser sculptor, in-center grinding,
with 2D Video Measurement, ultrasonic cleaning line and other high technology
functions. CNC Lathes are manufactured by Yamazaki Mazak Corporation (Japan), a
machine tool maker in Japan, which is a global manufacturer of CNC machine tools
with operations in Japan, the US, England, and Singapore. We are able to
manufacture parts between 0.003 - 35 kg in weight, +/- 1
°
of normal
angle tolerance up to +/-0.5
°
of special
angle tolerance and Ra1.6 - Ra 3.2
°
in surface
roughness.
We have a
dedicated management team with over fifty years of combined experience in the
casting and metal fabrication industries. As of November 17, 2008, we
had 340 employees.
We
manufacture our products through a process called "Investment Casting Process",
also called the "lost wax process" and through a process called "CNC Machining
Process".
Overview
of our Investment Casting Process
Investment
casting, often called lost wax casting, is regarded as a precision casting
process to fabricate near-net-shaped metal parts that could readily be put into
their final form. The investment process can be performed from a variety of
metal alloys such as stainless steels, carbon alloy steels, tool alloys, monel
alloys, hastelly c alloys, nickel base alloys, cobalt base alloys, aluminum
alloys and brass alloys. Although its history lies to a great extent in the
production of art items such as statues, jewelry and etc., the most common use
of investment casting in more recent history has been the production of
components requiring complex, often thin-wall castings. Our investment casting
process begins with the injection of high temperature melted wax into a ceramic
shell mold to form a pattern. The formed pattern is based on customer's
technical drawing and is within the same basic geometrical shape and dimension
as the finished metal cast part. Because the pattern is made of wax, it can be
melted away very easily. Once a wax pattern is produced, we then dip the pattern
in a mixture of ceramic slurry. This would result in the pattern covered with
sand stucco. We then allow it to dry. The dipping and stuccoing process is
repeated until a shell of 6 to 8 mm (1/4 to 3/8 in) is formed.
Once the
ceramic has dried, we would place the entire assembly in a steam autoclave to
remove most of the wax. A steam autoclave is a piece of equipment that can
produce pressurized high temperature steam in a closed chamber for melting wax.
After autoclaving, the remaining amount of wax that soaked into the ceramic
shell is burned out in a furnace. At this point, all of the residual wax pattern
and material is removed, and the ceramic mold remains. Next, we would preheat
the mold to a specific temperature and fill it with molten metal, creating the
metal casting. Then, we will allow the metal casting to cool down. Once the
metal casting has cooled and set, we'll remove the mold shell from the casting.
At this point, the investment metal casting process is completed. The last step
is to conduct qualification check and other tests, such as leakage inspections
according to customer specification. Depending on the specific design
requirements, we may need to perform CNC machining to bring the castings to
their precise final form.
ITEM
1. DESCRIPTION OF BUSINESS - continued
Our
Business
-
continued
Overview
of our CNC Machining Process
CNC
stands for computer numerical control. CNC Machining is the process by which
material is removed from a work-piece with Computer Numerical Control ("CNC")
equipment that cuts away unwanted material. The CNC machining process is a
versatile system that allows us to control the motion of tools and parts through
computer programs that use numeric data. Machining is possible on virtually any
material. Parts are machined directly from our 3D CAD models. 3D CAD
(computer-aided design) refers to the use of computer systems to design detailed
three-dimensional models of physical objects, such as mechanical parts,
buildings, and molecules.
The CNC
machines in our facilities include machining centers (mills) and turning centers
(lathes). A CNC machining center is a numerically controlled computer mill that
cuts metal with a multiple-tooth cutting tool called a milling cutter. The
work-piece is fastened to the milling machine table and is fed against the
revolving milling cutter. The work-piece can be fed to the milling cutter either
horizontally or vertically. The milling cutters can have cutting teeth on the
edge or sides or both. The cutting teeth can be straight or spiral. CNC turning
center is a computer numerically controlled lathe with the capability to hold a
number of cutting tools. The CNC turning center is designed to remove metal by
moving cutting tools against a rotating work-piece. The work-piece is rotated
around its axis and a cutting tool is fed parallel to the axis to create a
cylinder or at right angles to the axis to create a face. The rotating
work-piece can be either parallel or vertical to the floor.
Industry
Everyday
tasks such as dialing on the telephone, turning on a light, starting an
automobile, or using a computer would not be possible without metal casting
components. Telephone equipment parts, the steel plate in light switches,
automobile starters and many other automobile parts, metal hinges on desktop
computers, or door handles, knots and taps, dispensers and regulators etc., are
all made by using the investment casting process. The metal casting industry has
been integral to the U.S. economic growth and has helped the U.S. to become the
world benchmark in fields such as manufacturing, science, medicine, and
aerospace. Nearly all manufactured goods and capital equipments contain one or
more of the cast components or rely on casting components for their manufacture.
The metal casting industry produces both simple and complex components of
unlimited variety, whether they are produced once as a prototype or thousands of
times for use in a manufactured product. In addition to producing components of
larger products, foundries may also do machining, assembling, and coating of the
castings. Major end-use applications for castings include automobiles and
trucks, farm and construction equipment, railroads, pipes and fittings, valves,
and engines.
The basic
metals casting process consists of pouring or injecting molten metal into a mold
or a die containing a cavity of the desired shape. The most commonly used method
for small and medium-sized castings is green sand molding, accounting for
approximately 60 percent of castings produced. Other methods, accounting for
approximately 40 percent, include die casting, shell molding, permanent molding,
investment casting, lost foam casting, and squeeze casting.
ITEM
1. DESCRIPTION OF BUSINESS - continued
Our
Strategies
We are
committed to the development of new manufacturing techniques, and to bring new
and technological advanced metal fabricated products to the global market.
Management believes that our future growth and profitability depend on our
ability to maintain product quality, control production costs, increase
production capacity, improve our marketing and distribution channels, increase
product offerings, and to effectively react to market changes.
Capitalize
on our cost structure and logistical advantages:
Our
business objectives are to maintain current growth rate while expanding customer
base both domestically and to the international market. When introducing our
products and services to the international market, we hope to take advantage of
the low overhead costs and inexpensive labor available in China based upon the
location of our principal manufacturing facility in Beijing, and our future
facilities in Hebei, China. In the event we are successful in attracting foreign
customers, the close proximity of the factory complex to the Tianjin sea port,
one of the main seaports in China, should provide us convenient transportation
of our products to those foreign customers. There are, however, limitations in
having all our manufacturing facility in China. There would be additional
shipping, handling, and possible tariff costs associated with potential overseas
customers. This may make finding international clients difficult as it would
increase their overall costs.
Change
our product line in response to market demand:
Our
strategy is to respond to changes in market conditions by changing product lines
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
1. DESCRIPTION OF BUSINESS - continued
Competition
The metal
casting industry is highly competitive in China.
Markets
for metal castings are increasingly competitive and casting customers are
placing greater emphasis on high-quality, competitively priced castings. There
is increasing demand for lighter-weight, high-strength ferrous and nonferrous
cast metal components and castings that meet demanding design specifications.
Casting processes must continually evolve and improve to remain competitive in
today's marketplace.
Management
believes there is significant room for expansion for AMTG and our subsidiaries
in the metal casting and metal fabrication 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.
In 2003,
there were approximately 12,000 metal foundries and metal casting manufacturers
in China. We also compete with many international companies. There are an
estimated 2,950 metal casting companies in the United States as of year 2002. An
example of one of our Chinese competitors is Beijing Hithertop Precision Casting
Co., Ltd. ("Hithertop"), with $14.5 million in sales,. Hithertop is a privately
owned high-tech export-oriented metal casting manufacturer. It occupies a total
plant area of 53,000m2. Hithertop is located in South-east suburb of Beijing,
35km southeast off the Beijing International Airport and 75km northwest of
Tianjin International Seaport. Other than competing on the same geographical
area in the city of Beijing, Hithertop is competing with our metal casting parts
in the Food and Beverage industry as well as metal casting components in other
industries.
An
example of one of our foreign competitors is Timken Company ("Timken") a U.S
based Corporation, which is a leading global manufacturer of engineered metal
parts and a provider of related products and services with operations in 27
countries. The company reported gross revenue of $5.2 billion in 2007 and
employed approximately 27,000 at year-end. Timken has been competing with us in
China through its subsidiaries in Yantai and Wuxi, China. As a result, our
competitive advantage on low labor cost structure in China over foreign
competitors may be significantly diminished by Timken's presence in Yantai, and
Wuxi. Timken also have far greater financial and other resources available to
them and possess extensive manufacturing, distribution and marketing
capabilities far greater than those we possess. A majority of the customer
orders we receive so far are for dispenser, regulators and similar food and
beverage equipment parts.
We also
compete with other beverage equipment dispensing companies worldwide. An example
of one of our foreign competitors is Lancer Corporation, which designs,
engineers, manufactures and markets fountain soft drink, beer and citrus
beverage dispensing systems, and other equipment for use in the foodservice and
beverage industry. Lancer is a vertically integrated manufacturer, employing
approximately 1,500 associates in the United States, Mexico, Australia, New
Zealand, and Far East, Western Europe and Russia. Lancer competes its products
in China via Lancer Hong Kong, and its authorized distributors in Shanghai,
China. The Company reported sales of $124.2 million in fiscal year 2004 and a
net income of $10.1 million. Some of Lancer's production lines are similar to
products we have been manufacturing for our customers. Lancer offer more variety
in its production line and have far greater financial and other resource, such
as marketing and distribution, available to them.
ITEM
1. DESCRIPTION OF BUSINESS - continued
Competition
-
continued
An
example of one of our local competitor is Rising Instrument Co., Ltd, which
specializes in designing, researching, processing, manufacturing and selling all
kinds of pressure gauge, thermometer etc. Rising Instrument is located in
Ningbo, China. Their products include gas regulators and other equipment parts
that are used to control liquid pressure in dispensing systems. Rising is in the
same geographically and economic environment as we do and also enjoys the same
low labor cost. Rising competes with us in terms of gas regulators and offers
more variety than we do.
Environmental
Matters
China
adopted its Environmental Protection Law in 1989, and the State Council and the
State Environmental Protection Agency promulgate regulations as required from
time to time. The Environmental Protection Law addresses issues relating to
environmental quality, waste disposal and emissions, including air, water and
noise emissions. Environmental regulations have not had a material impact on our
results of operations. Our current production does not produce waste that
requires to be delivered to a waste disposal site approved by the local
government. We have not incurred any related cost. However, we expect that
environmental standards and their enforcement in China will, as in many other
countries, become more stringent over time, especially as technical advances
make achievement of higher standards more feasible. We believe we are in
compliance of this regulation and are not subject to enforcement of these
rules.
Seasonality
Our
business is not affected by seasonality.
Employees and
Consultants
As of
November 17, 2008, we had 340
full time employees.
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.
Penny
Stock
If the
trading price of our Common Stock remains below $5.00 per share, trading in our
securities may be subject to the requirements of the Securities and Exchange
Commission's rules with respect to securities trading below $5.00, which are
referred to as "penny stocks". These rules require the delivery prior to any
transaction of a disclosure schedule explaining the penny stock market and all
associated risks and impose various sales practice requirements on
broker-dealers who sell "penny stocks" to persons other than established
customers and accredited investors, which are generally defined as institutions
or an investor individually or with their spouse, who has a net worth exceeding
$1,000,000 or annual income, individually exceeding $200,000 or, with their
spouse, exceeding $300,000. For these types of transactions the broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to the sale.
In addition, broker-dealers must disclose commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities they offer. The additional burdens imposed upon broker-dealers by
such requirements may discourage broker-dealers from effecting transactions in
our Common Stock, which could severely limit its market price and
liquidity.
ITEM
1. DESCRIPTION OF BUSINESS - continued
Penny
Stock
- continued
Notwithstanding
the foregoing, the Company, as first announced in a press release dated December
6, 2007, has applied for listing upon the NASDAQ Capital Market. If
we are approved for listing upon the NASDAQ Capital Market, the rules with
respect to Penny Stocks shall no longer apply to our securities.
REPORTS
TO SECURITY HOLDERS
We have
not in the past provided an annual report to our shareholders and do not intend
to do so. However, if we are approved for listing upon the NASDAQ
Capital Market, and in accordance with the applicable rules for listed
companies, we shall commence providing to our shareholders an annual report. We
are subject to the disclosure rules of Regulation S-K under the Securities Act
of 1933 and the Securities Exchange Act of 1934 with respect to smaller
reporting companies and are therefore required to file a Form 10-KSB annually
and Forms 10-QSB quarterly. In addition, we are required to file Forms 8-K and
other information statements from time to time as required.
The
public may read and copy any materials we file with the Securities and Exchange
Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street N.E.
Washington, D.C. 20549 The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an internet site (http://www.sec.gov). That contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with SEC.
ITEM
2. PROPERTIES
There is
no private ownership of land in the People’s Republic of China. All
land ownership is held by the Chinese government, its agencies and collectives.
Land use rights can be obtained from the government, and are typically
renewable.
In 2004,
our subsidiary, American Metal Technology (Lang Fang) Co., Ltd. acquired land
use right for fifty years to 30,291 square meters of land in Langfang,
China. The land is located at east side of Meison Street and
north of Lang Fang development zone garden in Lang Fang, Hebei, China. The term
of the land-use-rights is fifty (50) years commencing on September 1, 2004 and
ending on September 1, 2054. This land is also utilized by our other
subsidiary Beijing Tong Yuan Heng Feng Technology Co., Ltd. The
subsidiaries operate in a 53,819 square foot manufacturing plant with monthly
output capacity of 1,000,000 parts.
ITEM
2. PROPERTIES - continued
On
February 5, 2008,we announced in a press release our intention to expand the
foregoing facility. We will invest an estimated $3 million in the new
development which will include two buildings totaling 10,900 square
meters. The first structure will be a 6,600 square meter factory building that
will entail 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 4,300 square meter staff
dormitory that will accommodate 600 staff members. All of the manufacturing
facilities are ISO 9001 certified. This expansion will increase by
50% our annual capacity for casting products from 2,400 tons to 3,600 tons, and
enhance the capabilities for the development and manufacturing of circuit board
solutions.
ITEM
3. LEGAL PROCEEDINGS
We are
not presently a party to any pending legal proceedings.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 2, 2007, pursuant to the terms of Stock
Purchase Agreement dated as of November 6, 2006 (the Agreement) by and among the
Company, American Metal Technology Group, a Nevada corporation (AMTG),and the
shareholders of AMTG, the Company’s shareholders owning a majority of the issued
and outstanding shares approved by written consent to amend the Certificate of
Incorporation to increase the number of authorized common shares to
1,500,000,000 and the number of preferred shares to
100,000,000.
On May
20, 2007 to better reflect the nature of the Company pursuant to its acquisition
of AMTG and the change in ownership, the shareholders owning a majority of the
issued and outstanding shares approved by written consent to amend the
Certificate of Incorporation to change the name of the corporation from Murray
United Development Corp. to American Metal & Technology, Inc., effective as
of June 1, 2007.
On June
28, 2007, the Company’s stockholders owning a majority of the issued and
outstanding shares approved by written consent to amend the Certificate of
Incorporation to increase the number of authorized common shares to
2,000,000,000. The number of authorized shares of preferred stock
remained at 100,000,000.
On
November 15, 2007, the stockholders owning a majority of the issued and
outstanding shares approved by written consent a 1-for-150 reverse stock split,
which became effective for trading purposes on December 3, 2007, and to amend
the Certificate of Incorporation of the Company to decrease the number of
authorized shares from two billion (2,000,000,000) shares of
common stock and one
hundred million (100,000,000) shares of preferred stock to thirty million
(30,000,000) shares of common stock and ten million (10,000,000) shares of
preferred stock.
PART
II
ITEM
5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF SECURITIES
Our
Common Stock has been traded in on the over-the-counter market since March 24,
1988 and is quoted on the OTC Bulletin Board under the symbol AMGY. The range of
high and low bid quotations as reported by the National Quotation Bureau, Inc.,
without adjustment for retail markup, markdown or commissions, for the periods
indicated below are:
Years
Ended December 31, 2007 and December 31, 2006 (all stock prices reflect
retroactively the 1-for-150 reverse stock split, which became effective December
3, 2007).
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2007
|
2006
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High
|
Low
|
High
|
Low
|
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1
st
Quarter
|
$2.55
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$1.50
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$3.75
|
$.825
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2
nd
Quarter
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$16.51
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$1.35
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$8.40
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$.75
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|
3
rd
Quarter
|
$8.10
|
$4.95
|
$5.40
|
$1.80
|
|
4
th
Quarter
|
$9.75
|
$3.11
|
$3.75
|
$.825
|
Reporting
by the National Quotation Bureau, Inc. of quotations for our Common Stock does
not evidence an established public trading market for such stock, and holders of
our Common Stock may not be able to liquidate their investment at acceptable
prices. Moreover, such quotations reflect inter-dealer prices without retail
mark-up, mark-down or commission and may not be indicative of actual trading
transactions.
As of
December 29 , 2008 there were a total of 827
holders
of record of our Common Stock. We have not paid any dividends on our Common
Stock during either of the past two fiscal years and have no intention of paying
dividends during the forthcoming fiscal year.
On
December 6, 2007, we announced in a press release that we had submitted an
application for listing upon the NASDAQ Capital Market, and as of the date of
this report NASDAQ’s continued review of our file is pending subject to the
increase in our stock price to $4.00. If we are approved for
listing upon the NASDAQ Capital Market, of which there can be no assurance, we
shall issue a press release announcing such fact.
ITEM
5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF SECURITIES -
continued
RECENT
SALES OF UNREGISTERED SECURITIES
On
September 20, 2005 we issued 667 shares of our Common Stock to Mr. Carmine
Vano, a former director of the Company, as consideration for his agreement to
serve as a Director of the Company. The closing price of the Company's Common
Stock on the date the shares were issued
to Mr.
Vano was $2.85 per share. Based solely on such market price, the value of the
shares issued to Mr. Vano was $1,900.
On
December 27, 2005, Mr. Anthony Campo, a former officer and directors of the
Company acquired 593,333 shares of the Company's Common Stock pursuant to
the exercise of a conversion right granted to him under the Company's promissory
note dated August 1, 2005 (the "2005 Note") in the original principal amount of
$2,087,278. The 2005 Note had been issued to Mr. Campo to evidence loans,
including accrued interest thereon, made by him to the Company since at least
1994 and provided that Mr. Campo could convert each $1.125 in principal amount
of such Note into one share of Common Stock up to a maximum of 593,333
shares. Pursuant to this conversion right, Mr. Campo converted $667,500 of
indebtedness under the 2005 Note into 593,333 shares of the Company's
Common Stock. To the extent the issuance of such shares is deemed to be a sale,
the Company relied on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933.
On May
22, 2007, pursuant to the terms of the Stock Purchase Agreement dated as of
November 6, 2006 (the Agreement) with American Metal Technology Group, a Nevada
corporation (AMTG), as reported on Form 8-K filed on January 10, 2007, the
Company issued 8,088,637 shares to the stockholders and consultants of AMTG
(7,615,922 shares to AMTGs former shareholders, including 133,333 shares of
common stock issued to AMTG as investment upon completion of the due diligence
period pursuant to the Agreement, and redistributed proportionally to AMTGs
shareholder on May 22, 2007, and 472,715 shares to AMTGs consultants).
These shares represented 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. AMTG is now a wholly owned subsidiary of the Company.
The shares issued were issued without registration pursuant to Section 4(2) of
the Securities Act of 1933 for U.S. investors, or pursuant to Regulation S for
all non-U.S. investors, and are therefore "restricted" securities. Such shares
may not therefore be transferred without either the registration of such shares
with the Securities and Exchange Commission or an exemption from such
registration requirements pursuant to the Securities Act of 1933, as
amended.
In
addition and also pursuant to the terms of the Agreement, on May 22, 2007 the
Company issued 66,667 shares to Anthony Campo, in partial consideration for
the cancellation of indebtedness to him. The shares issued to Mr. Campo were
issued without registration pursuant to Section 4(2) of the Securities Act of
1933 and are therefore "restricted" securities. Such shares may not therefore be
transferred without either the registration of such shares with the Securities
and Exchange Commission or an exemption from such registration requirements
pursuant to the Securities Act of 1933, as amended.
Pursuant
to a private placement conducted in accordance with Regulation S of the
Securities Act of 1933, as amended, the Company raised $3,275,543 through the
issuance of 1,092,169 shares of common stock at $3.00 per
share. The offering closed on August 3, 2007. The proceeds
of the offering were distributed as follows: (i) $2,500,000 million
was distributed to the Company’s subsidiary company AMLF to engage in second
phase construction to upgrade manufacturing equipment; (ii) $600,000 was
distributed to our creditors in partial repayment of indebtedness; and (iii) the
balance of $175,543 for general working capital.
ITEM
6. 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 herein.
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 Form10KSB describes the significant
accounting policies and methods used in the preparation of the Company's
consolidated financial statements. Management bases its estimates on historical
experience and on various other assumptions it believes to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities. Actual results may differ
from these estimates and such differences may be material.
Revenue
recognition
The
Company's revenue recognition policies are in compliance with Staff 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 December 31, 2007 amounted to
$12,938.
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.
ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN
OF
OPERATION. - continued
Critical
Accounting Policies and Estimates
-
continued
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 December 31, 2007, the Company
had net accounts receivable of $1,332,664, net of an allowance of
$73,310.
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 years ended
December 31, 2007 and December 31, 2006.
ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN OF OPERATION. - continued
Critical
Accounting Policies and Estimates
-
continued
Foreign
currency translation
The
reporting currency of the Company is the US dollar. The Company uses their local
currency, Renminbi (RMB), as their functional currency. Results of operations
and cash flow are translated at average exchange rates during the period, and
assets and liabilities are translated at the unified exchange rate at the end of
the period. Translation adjustments resulting from this process are included in
accumulated other comprehensive income in the statement of shareholders' equity.
Transaction gains and losses that arise from exchange rate fluctuations on
transactions denominated in a currency other than the functional
currency are included in the results of operations as
incurred.
Translation
adjustments resulting from this process are included in accumulated other
comprehensive income in the consolidated statement of shareholders' equity and
amounted to $717,677 as of December 31, 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 December 31, 2007
and 2006, there was no significant book to tax differences.
RESULTS OF
OPERATIONS
Overview
Our
products are almost exclusively components parts for use in final products,
which are either assembled or manufactured outside China or are manufactured and
assembled in China exported to foreign markets. We estimate that, in
2007, 16.65% of our products were exported for assembly outside China and 83.35%
were assembled in China then exported to foreign markets. Our primary
focus during 2006 and 2007 has been to increase demand for our castings and
machined parts outside China, and we experienced significant growth in existing
and new markets with existing and new customers. We believe there is
substantial additional demand for our products and services.
To
capitalize on the increased demand for our products, we have undertaken
significant capital expansion and capital improvement efforts, utilizing most of
the net proceeds received from our equity financing in 2007 to expand and
enhance our manufacturing capabilities. Specifically, we have a phased plan to
expand our capacity. During the fourth quarter ended December 31,
2007, we began the first phase of the expansion plan. Phase one entails the
acquisition of 16 new high-precision lathe machines, 10 of which were delivered
and became operational during the fourth quarter of 2007. The remaining six
machines are expected to be delivered and become operational in the first
quarter of 2008.
In
February 2008, we announced we are planning to invest $3 million to build
additional facilities at our Langfang manufacturing center. The new facilities
mark the second phase of a four-phase plan to transform the Company’s capacity
and capabilities for the foreseeable future. This second phase of our four-phase
expansion plan will add two buildings totaling 10,900 square meters, increasing
annual capacity for casting products by 50% to 3,600 tons from
2,400
tons. Phase two will also enable us to enhance our capabilities for the
development and
manufacturing of circuit board solutions. Construction is due to be completed in
December 2008, with full production beginning in January 2009.
ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN OF OPERATION. - continued
RESULTS
OF OPERATIONS
-
continued
Also
during the fourth quarter, we strengthened relationships with certain of our
customers, who require us to complete castings for them prior to machining the
part. As a result we have added to our casting activity, which
requires us to take ownership of cast parts, increasing both revenues and cost
of goods sold. This activity changed the sales mix of the Company, during the
year ending December 31, 2007, increasing absolute dollar profits while reducing
gross margin percentage.
As of
December 31, 2007, we had 256 employees working at our factories compared
to 219 at the same time in the prior year.
Year
ended December 31, 2007 compared with the year ended December 31,
2006
Revenue
Revenue
for the year ended December 31, 2007, was $10,656,958, an increase of 34.12% as
compared to $7,945,871 for the year ended December 31, 2006. Revenue
increased for the year ended December 31, 2007, as compared with year
ended December 31, 2006, largely as a result of an increase from 30 CNC
MAZAK lathes in 2006 to 50 CNC MAZAK lathes during the year ended December
31, 2007. Gross profit margin for the year ended December 31, 2007, was
$3,090,013, or 29% of revenues, compared to $2,130,858, or 26.82% of revenues,
for the same period in 2006. The increase was mainly due to greater
throughput as a result of increased capacity during the fourth
quarter.
Expenses from
Operations
Total
expenses, comprised mostly of general and administrative expenses
and one-time expenses with respect to the upgrade of the equipment at
the manufacturing facility owned by our subsidiary AMLF, were approximately
$1,026,676 for the year ended December 31, 2007, a net increase of $544,424
compared to $482,252 for the full year ended December 31,
2006.
The
increase in operating expenses for the year ended December 31, 2007, was mainly
due to increased depreciation and amortization cost from the new MAZAK lathes we
purchased in 2007.
Interest
Income and Expense
Net
interest income for the year ended December 31, 2007 was $24,666 as compared to
net interest expense of $3,285 for the year ended December 31, 2006. The
increase was mainly due to an increase in the Company's cash balance to
$6,037,193 from $787,444 as of December 31, 2006.
ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN OF OPERATION. - continued
RESULTS
OF OPERATIONS
-
continued
Other
Income (Expense)
Other income
(expense) for the year ended December 31, 2007 was $71,401 as compared
to other expense of $(2,179) for the year ended December 31,
2006. The increase in other income was mainly due to other
income generated from a short term investment in fourth quarter
2007.
Net
Income
We had
net income of $2,164,503 for the year ended December 31, 2007 an increase
of 38.17% as compared to net income of $1,566,535 for the year ended
December 31, 2006. The increase was mainly due to an increase in revenue which
increased 34.12% compared with the year ended 2006, and an increase in gross
profit margin which increased 2.18% compared with the year ended
2006.
LIQUIDITY AND CAPITAL
RESOURCES
Liquidity
and capital resources
Due to
the market demand for our products, we plan to maintain a
higher-than-average debt to equity ratio to better position ourselves in this
fast growing market. We met our liquidity needs through the revenue derived
pursuant to the sale of our precision metal castings and electronic circuit
boards manufactured at facilities controlled by our subsidiary corporations in
the People’s Republic of China, and the issuance of shares of our common stock
for cash. Cash balance amounted to $6,037,193 and $787,444 as of
December 31, 2007 and December 31, 2006, respectively. The
increase in our cash balance is a result of $3,091,415 of net cash raised from
the sale of our shares of common stock for cash, as well as additional revenue
derived from new customers in the United States and Europe and effective
management to lower product defects.
Operating
activities
Net cash
provided by operating activities for the year ended December 31, 2007 was
$2,359,781 compared to $654,090 provided in the year ended December 31, 2006.
This change was mainly due to the new customers in the United States and
Europe.
Our net
income for the year ended December 31, 2007 was $2,164,503 an increase of
$597,967 compared to $1,566,535 year ended December 31, 2006. Net accounts
receivable for the year ended December 31, 2007 was $1,332,664 compared to
$908,694 for the year ended December 31, 2006. The increases in both net income
and net accounts receivable were mainly due to the the increased revenues from
the new customers in the United States and Europe.
ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN OF OPERATION. - continued
LIQUIDITY
AND CAPITAL RESOURCES
-
continued
Investing
activities
Net cash
used by investing activities was $(480,298) for the year ended December 31, 2007
compared to $(818,198) used in the same period of 2006. The change in net cash
used by investing activities is mainly a result of $(37,101) cash used in
the purchase of equipment in 2007, a decrease of $(781,096) compared to
$(818,198) in 2006 and $(353,814) with respect to our 2
nd
phase
construction, and $(89,383) cash used in short-term investment we
made in 4
th
quarter
2007.
Financing
activities
Net cash
provided by financing activities was $3,091,415
for
the year ended December 31, 2007 compared to $939,880 in the same period of
2006. The increase was primarily a result of the sale of 163,825,350
(1,092,169 after reverse split) shares of common stock pursuant to a private
offering conducted in accordance with Regulation S of the Securities Act of 1934
at $.02 per share. The proceeds of the offering were
$3,275,543. The proceeds of the offering were distributed as
follows: (i) $2,500,000 was distributed to the Company's subsidiary
company AMLF to engage in second phase of construction to upgrade manufacturing
equipment; (ii) $600,000 was distributed to our creditors in partial repayment
of indebtedness; and (iii) the balance of $175,543 for general working
capital.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements.
Material
Commitments
We have
no material commitments during the next twelve (12) months.
Purchase of Significant
Equipmen
t
We do not
intend to purchase any significant equipment during the next twelve (12)
months.
ITEM
7. FINANCIAL STATEMENTS
The
financial statements required by this item are set forth beginning on page
F-1.
ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
We did
not have any disagreements on accounting and financial disclosure with our
accounting firm during the reporting period.
ITEM
8A (T). CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
In the
Company’s Form 10-KSB for the fiscal year ended on December 31, 2007, 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)), concluded that our disclosure
controls and procedures were effective to provide reasonable assurance that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act (i) is accumulated and communicated to our management,
including our Chief Executive Officer, as appropriate to allow timely decisions
regarding required disclosure and (ii) is recorded, processed, summarized and
reported within the time periods specified in the Commission’s rules and
forms.
After
we filed our Form 10-KSB for the fiscal year ended December 31, 2007, we were
notified by the SEC that the statement which we filed with respect to our
evaluation of our disclosure controls and procedures was not in compliance with
SEC regulations for reasons which include, but are not limited to, our failure
to provide our Management’s Annual Report on Internal Control over Financial
Reporting (the “Report”) and to specifically refer to the framework utilized to
evaluate the effectiveness of our internal control over financial reporting. Due
to these omissions, our principal executive and financial officer determined
that the Company’s Form 10-KSB for the fiscal year ended on December 31, 2007
was not in compliance with SEC regulations and concluded that, as of December
31, 2007, its 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, 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. Accordingly, in order to correct these
omissions, we have filed this Form 10-KSB/A, which includes the Report and a
reference to the framework utilized in management’s
evaluation.
There
have been no changes in our internal controls or in other factors that could
materially affect, or were reasonable likely to materially affect these
controls during or subsequent to the year ended December 31,
2007.
Management’s
Annual Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934. Our internal control over
financial reporting is a process designed to provide reasonable assurance with
respect to the reliability of financial reporting and the preparation and fair
presentation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures which:
·
Pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of our assets;
·
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors;
and
·
Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Our
management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2007 based upon the criteria set forth in the
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
ITEM
8A(T). CONTROLS AND PROCEDURES - continued
Management’s Annual Report on
Internal Control Over Financial Reporting
Based
upon this assessment, no material weaknesses were discovered. However, in view
of the fact that this Management’s Annual Report on Internal Control Over
Financial Reporting and a reference to the COSO framework was not included in
our Form 10-KSB, our management has concluded that our internal control over
financial reporting was ineffective as of December 31, 2007.
The
Company has corrected this omission by filing this Form 10-KSB/A. With respect
to its future filings, the Company plans to create an internal checklist of
reporting requirements into order to avoid omissions.
This
Annual Report does not include an attestation report of our registered public
accounting firm with respect to internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission which permit us to provide only our management’s report in this
Annual Report.
Changes in Internal
Control over Financial Reporting
There
have been no changes in our internal control over financial reporting identified
during the year ended December 31, 2007 which have materially affected, or were
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM
8B. OTHER INFORMATION
None.
PART
III
ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
REGISTRANT; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
On May
22, 2007, the our Board of Directors accepted the resignation of Dwight Foster
as Chief Executive Officer and Anthony Campo as Executive Vice President,
Secretary Treasurer, Chief Financial Officer, effective May 22, 2007. In
addition, we accepted the resignations from the Board of Directors of Mr.
Foster, Mr. Campo, and Mr. Carmine Vano. The resignation came pursuant to the
terms provided in the Stock Purchase Agreement dated November 6, 2006, to
reflect the change in ownership.
Our Board
of Directors was simultaneously filed by the Board of Directors of AMTG, which
consisted Mr. Chen Gao, Ms. Xin Yan Yuan and Ms. Li Wei Gao. The Board
subsequently appointed Chen Gao as President and CEO, and Xin Yan Yuan as
Secretary.
Our
present executive officers and directors, their ages and present positions are
as follows:
|
Name
|
Age
|
Position
|
First
Year Elected/Appointed
|
|
Chen
Gao
|
54
|
President,
CEO, Director
|
2007
|
|
Xin
Yan Yuan
|
52
|
Secretary,
Director
|
2007
|
|
Li
Wei Gao
|
55
|
Director
|
2007
|
ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
REGISTRANT; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT -
continued
All of
our directors will hold office until the next meeting of shareholders and until
their successors have been duly elected and qualified. All of our
executive officers will hold office until the next annual meeting of the
directors and until their successors have been duly appointed and
qualified.
Chen Gao,
age 54, has served as our president and chief executive officer since May 22,
2007, upon the closing of the Stock Purchase Agreement which resulted in the
reverse acquisition of American Metal Technology Group; president, treasurer and
director of our subsidiary, American Metal Technology Group from Jan 28, 2004 to
December 31, 2005; served as Chairman and director of our subsidiary Beijing
Tong Yuan Heng Feng Technology Co., Ltd. from Jan 2002 to present, served as
Chairman and director of American Technology (Lang Fang) Co., Ltd. from August
2004 to present; served as Chairman and President of Beijing Mai Ke Luo
Machinery Co., Ltd. from May 1994 to present. Beijing Mai Ke Luo Machinery Co.,
Ltd. is a beverage equipment manufacturer in China; served as Chairman of
Beijing Sande Technology (Holding) Co., Ltd, a beverage equipment and parts
manufacturer from Jan 1993 to present. Mr. Gao was the accounting manager for
Beijing Beichen Group Wuzhou Hotel, a hotel management company, from Sep 1987 to
Dec 1992.
Xin Yan
Yuan, age 52, has served as our secretary since May 22, 2007, upon the closing
of the Stock Purchase Agreement which resulted in the reverse acquisition of
American Metal Technology Group; as director of our subsidiary American Metal
Technology Group since October 2004; served as Vice Chairman and director of our
subsidiary Beijing Tong Yuan Heng Feng Technology Co., Ltd. from Jan 2002 to
present, served as director of American Metal Technology (Lang Fang) Co., Ltd.
from August 2004 to present served as Director and Vice President of Beijing Mai
Ke Luo Machinery Co., Ltd., a beverage equipment manufacturer in China from May
1994 to present, and has served as President of Beijing Sande Technology
(Holding) Co., Ltd, a beverage equipment and parts manufacturer from Jan 1993 to
present.
Li Wei
Gao, age 55, has served as a director since May 22, 2007, upon the closing of
the Stock Purchase Agreement which resulted in the reverse acquisition of
American Metal Technology Group; and has served as president and director of
American Metal Technology Group since January 1, 2006 to present.
The
Company has not yet adopted a code of ethics for its principal executive
officer, principal financial officer, principal accounting officer or controller
due to the small number of executive officers involved with the Company. The
Board of Directors will continue to evaluate, from time to time, whether a code
of ethics should be developed and adopted.
ITEM
10. EXECUTIVE COMPENSATION
The
following table sets forth certain information as to our highest paid officers
and directors for our fiscal years ended December 31, 2007 and 2006. No other
compensation was paid to any such officers or directors other than the
compensation set forth below.
|
SUMMARY
COMPENSATION TABLE
|
|
|
Name
and Principal Position
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chen
Gao
|
2007
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
0
|
|
|
President
|
2006
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xin
Yan Yuan
|
2007
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
0
|
|
|
Secretary
|
2006
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Li
Wei Gao
|
2007
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
2006
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tian
You Huang
|
2007
|
|
|
1,400
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
1,400
|
|
|
Director
(1)
|
2006
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shuang
Shou Li
|
2007
|
|
|
1,400
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
1,400
|
|
|
Director
(1)
|
2006
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yue
Sun
|
2007
|
|
|
1,400
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
1,400
|
|
|
Director
(1)
|
2006
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The
appointment of Tian You Huang, Shuang Shou Li, and Yue Sun to our Board of
Directors is contingent upon the Company becoming listed upon the NASDAQ Capital
Market.
(2) The
annual salary of Tian You Huang, Shuang Shou Li, and Yue Sun is an approximate
value of 10,000 Chinese Renminbi
Employment
Agreements: None
ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
We have
provided below information as of March 26, 2008 concerning the beneficial
ownership of our Common Stock by (i) all persons whom we know to own
beneficially 5% or more of our Common Stock, (ii) each of our directors and
executive officers individually, and (iii) all of our directors and executive
officers as a group.
|
Title
or Class
|
Name
and Address of Beneficial Owner (1)
|
Amount
of Beneficial Ownership
|
Percent
of Class
|
|
Common
Stock
|
Chen
Gao
|
1,532,272
|
14.73%
|
|
Common
Stock
|
Xin
Yan Yuan
|
1,159,556
|
11.17%
|
|
Common
Stock
|
Li
Wei Gao
|
0
|
0.00%
|
|
Common
Stock
|
Anthony
Campo (2)
|
751,541
|
7.22%
|
|
Common
Stock
|
All
executive officers and directors
|
2,691,828
|
25.9%
|
(1) A
person is deemed to be the beneficial owner of securities over which such person
has or shares voting or investment power or which may be acquired by such person
within 60 days from
the date
of this Report upon the exercise of options, or convertible securities. Each
beneficial owner's percentage ownership is determined by assuming that options,
or convertible securities that are held by such person (but not those held by
any other person) and which are
exercisable
or convertible within 60 days of this Report have been exercised or
converted.
(2) In
addition to 751,541 shares owned individually by Mr. Campo, includes (i) 14,333
shares held by Mr. Campo's wife, and (ii) 138,483 shares held by Mr. Campo's
children.
ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr.
Gao, our President and Chief Executive Officer and a Director, and Xin Yan Yuan,
our Secretary 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 one of our largest customers. 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.
Mr.
Gao and Ms. Yuan, individually or jointly, do not have any direct interest or
control of Beijing Micro Matic Machinery, Ltd. In view of Beijing
Sande’s 20% interest in Beijing Micro Matic Machinery, Ltd., and Mr. Gao and Ms.
Yuan’s 35% and 21.6% interest in Beijing Sande, Mr. Gao and Ms. Yuan indirectly
hold approximately 7% and 4% of Beijing Micro Matic Machinery,
Ltd. Our management does not believe that this interest is material,
provided, however, that Beijing Sande has the right to appoint one of seven
directors of Beijing Micro Matic Machinery, Ltd..
PART
IV
ITEM
13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K
(A)
Exhibits and Financial Statements:
1. Financial
Statements
The
following financial statements are included on pages F-1 to F-27 of the
Financial
Statements in this Report.
|
|
(i)
|
Report of
Independent Accountants
|
|
|
(ii)
|
Balance Sheets as of
December 31, 2007 and December 31, 2006
|
|
|
(iii)
|
Statements of Income
for the fiscal years ended December 31, 2007
and
2006
|
|
|
(iv)
|
Statements of Cash
Flows for the fiscal years ended December 31,
2007
and 2006
|
|
|
(v)
|
Statements of
Changes in Stockholders' Equity for the fiscal
years
ended December 31, 2007 and 2006
|
|
|
(vi)
|
Notes to Financial
Statements
|
(B) The
following exhibits, which are required by Item 601 of Regulation S-K,
are
incorporated by reference to previously filed documents.
|
ITEM
13.
|
EXHIBITS.
|
|
|
|
|
Exhibit
|
Exhibit
|
|
Number
|
Description
|
|
|
|
|
31.1
|
Certification
pursuant to Section 13a-14 of CEO and Principal Financial
Officer
|
|
|
|
|
32.1
|
Certification
pursuant to Section 1350 of CEO and Principal Financial
Officer
|
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
OUR
INDEPENDENT ACCOUNTANT
On May
23, 2007, our Board of Directors selected as our independent accountant the
Certified Public Accounting firm of Kabani & Company, Inc. of Los Angeles,
California. Kabani and
Company,
Inc. audited our financial statements for the year ended December 31,
2007. For the year ended December 31, 2006, our financial statements
were audited by the Certified Public Accounting Firm of Blanchfield, Kober and
Company, P.C.
1. AUDIT
FEES.
Our audit
fees for the years ended December 31, 2007 and 2006 were as
follows:
|
2007
|
|
|
2006
|
|
|
$
|
45,000
|
|
|
$
|
50,000
|
|
2. TAX
FEES.
Our tax
return fees for the years ended December 31, 2007 and 2006 were as
follows:
3. ALL
OTHER FEES.
For the
year ended December 31, 2007, we were billed for services provided regarding the
review of our SB-2 registration statement which was effective November 30, 2007
and review of our response to comment letters received from the United State
Securities and Exchange Commission on
May 30,
2007
and December 20, 2007.
PRE-APPROVAL
POLICIES AND PROCEDURES
Our
financial statements for the fiscal year ended December 31, 2007 have been
audited by our independent accountants, Kabani and Company,
Inc. Each year our Board of Directors pre-approves all audit
and tax related services prior to the performance of such services. The
percentage of hours expended on the audit by persons other than full-time,
permanent employees of Kabani and Company, Inc. was zero.
SIGNATURES
In
accordance with Section 13 or 15(d) 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)
|
|
|
|
|
|
|
|
|
By:
|
/s/
Chen Gao
|
|
|
|
|
Chen
Gao, President and CEO
|
|
|
|
|
Date:
December 31,
2008
|
|
|
|
|
|
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
By:
|
/s/
Chen Gao
|
|
|
|
|
Chen
Gao, Director
|
|
|
|
|
Date:
December
31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Xin Yan Yuan
|
|
|
|
|
Xin
Yan Yuan, Director
|
|
|
|
|
Date:
December
31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Li Wei Gao
|
|
|
|
|
Li
Wei Gao, Director
|
|
|
|
|
Date:
December
31, 2008
|
|
|
|
|
|
|
AMERICAN
METAL & TECHNOLOGY, INC.
__________
CONSOLIDATED
FINANCIAL STATEMENTS
WITH
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
|
TABLE
OF CONTENTS
|
|
__________
|
|
|
|
|
|
|
PAGE
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
|
|
|
Consolidated
Financial Statements:
|
F-3
|
|
|
|
|
Consolidated
Balance Sheets as of December 31, 2007
|
F-3
|
|
|
|
|
Consolidated
Statements of Income and Other Comprehensive Income for the years ended
December 31, 2007 and 2006
|
F-4
|
|
|
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2007 and
2006
|
F-5
|
|
|
|
|
Consolidated
Statements of Stockholders' Equity for the years ended December 31, 2007
and 2006
|
F-6
|
|
|
|
|
Notes
to Consolidated Financial Statements
|
F-7 - F- 20
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Board
of Directors and Shareholders
American
Metal Technology, Inc. and Subsidiaries
We have
audited the accompanying balance sheet of American Metal Technology, Inc. and
Subsidiaries as of December 31, 2007 and the related statements of income and
other comprehensive income, stockholders’ equity and cash flows for each of the
two years in the period ended December 31, 2007. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We
conducted our audits of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of American Metal Technology, Inc. and
Subsidiaries, as of December 31, 2007 and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 2007, in
conformity with accounting principles generally accepted in the United States of
America.
/S/Kabani
& Company, Inc.
CERTIFIED
PUBLIC ACCOUNTANTS
Los
Angeles, California
March 24,
2008
|
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
|
|
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
|
|
CONSOLIDATED
BALANCE SHEET
|
|
AS
OF DECEMBER 31, 2007
|
|
|
|
|
|
|
ASSETS
|
|
Current
Assets
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
6,037,193
|
|
|
Accounts
receivable - net
|
|
|
1,332,664
|
|
|
Notes
receivable
|
|
|
|
|
|
Investment
in marketable securities
|
|
|
93,196
|
|
|
Other
receivables
|
|
|
134,275
|
|
|
Advances
to suppliers
|
|
|
974,799
|
|
|
Inventories
|
|
|
547,579
|
|
|
Total
Current Assets
|
|
|
9,119,706
|
|
|
|
|
|
|
|
|
Property,
Plant and Equipment, net
|
|
|
3,020,972
|
|
|
|
|
|
|
|
|
Construction
in Progress
|
|
|
377,240
|
|
|
|
|
|
|
|
|
Intangible
Assets, net
|
|
|
692,167
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
13,210,085
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
Accounts
payable
|
|
$
|
743,070
|
|
|
Accrued
liabilities and other payables
|
|
|
75,765
|
|
|
Advance
payments
|
|
|
|
|
|
Amount
due to related parties
|
|
|
333,670
|
|
|
Unearned
revenue
|
|
|
12,938
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
1,165,443
|
|
|
|
|
|
|
|
|
Minority
Interests
|
|
|
337,291
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
-
|
|
|
|
|
|
|
|
|
Shareholders'
Equity
|
|
|
|
|
|
Common
stocks; $0.0001 par value, 30,000,000 shares authorized,
10,402,687
shares issued and outstanding
|
|
|
1,041
|
|
|
Additional
paid in capital
|
|
|
5,039,217
|
|
|
Statutory
reserve
|
|
|
912,019
|
|
|
Accumulated
other comprehensive income
|
|
|
994,092
|
|
|
Retained
earnings
|
|
|
4,760,982
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity
|
|
|
11,707,351
|
|
|
|
|
|
|
|
|
Total
Liabilities and Shareholders' Equity
|
|
$
|
13,210,085
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
|
|
|
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
|
|
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
|
|
CONSOLIDATED
STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
|
|
FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$
|
10,656,958
|
|
|
$
|
7,945,871
|
|
|
Cost
of goods sold
|
|
|
(7,566,945
|
)
|
|
|
(5,815,013
|
)
|
|
Gross
profit
|
|
|
3,090,013
|
|
|
|
2,130,858
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
Selling
expenses
|
|
|
(31,425
|
)
|
|
|
(23,972
|
)
|
|
Operating
and administrative expenses
|
|
|
(995,251
|
)
|
|
|
(458,280
|
)
|
|
Total
operating expenses
|
|
|
(1,026,676
|
)
|
|
|
(482,252
|
)
|
|
Income
from operations
|
|
|
2,063,337
|
|
|
|
1,648,606
|
|
|
Other
income (expense)
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
24,666
|
|
|
|
3,285
|
|
|
Other
income (expense)
|
|
|
71,401
|
|
|
|
(2,179
|
)
|
|
Total
other income
|
|
|
96,067
|
|
|
|
1,106
|
|
|
Income
before income tax
|
|
|
2,159,404
|
|
|
|
1,649,712
|
|
|
Income
before minority interests
|
|
|
2,159,404
|
|
|
|
1,649,712
|
|
|
Minority
interests
|
|
|
5,099
|
|
|
|
(83,177
|
)
|
|
Net
income
|
|
|
2,164,503
|
|
|
|
1,566,535
|
|
|
Unrealized
gain from available securities
|
|
|
12,401
|
|
|
|
|
|
|
Foreign
currency translation adjustment
|
|
|
717,677
|
|
|
|
162,844
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income
|
|
$
|
2,894,580
|
|
|
$
|
1,729,379
|
|
|
Basic
and diluted weighted average shares outstanding
|
|
|
8,998,568
|
|
|
|
7,615,922
|
|
|
Basic
and diluted net earnings per share
|
|
$
|
0.2405
|
|
|
$
|
0.2057
|
|
|
|
|
|
The
basic and diluted shares are the same because they are no diluted
shares.
|
|
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
|
|
|
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
|
|
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
2,164,503
|
|
|
$
|
1,566,535
|
|
|
Adjustments
to reconcile net income to
|
|
|
|
|
|
|
|
|
|
net
cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
Minority
interest
|
|
|
(5,099
|
)
|
|
|
83,177
|
|
|
Depreciation
and amortization
|
|
|
300,035
|
|
|
|
271,753
|
|
|
Bad
debt expenses
|
|
|
70,311
|
|
|
|
-
|
|
|
(Increase)/decrease
in assets:
|
|
|
|
|
|
|
|
|
|
Accounts
receivable, net
|
|
|
(416,062
|
)
|
|
|
(654,066
|
)
|
|
Note
receivable
|
|
|
32,841
|
|
|
|
-
|
|
|
Other
receivables
|
|
|
143,594
|
|
|
|
2,920,391
|
|
|
Inventory
|
|
|
(34,645
|
)
|
|
|
52,495
|
|
|
Advance
to suppliers
|
|
|
(268,590
|
)
|
|
|
333,853
|
|
|
Other
assets
|
|
|
-
|
|
|
|
227,447
|
|
|
Increase/(decrease)
in liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
488,642
|
|
|
|
34,429
|
|
|
Other
payable and accrued expenses
|
|
|
(104,419
|
)
|
|
|
(3,437,116
|
)
|
|
Accrued
expenses
|
|
|
(21,344
|
)
|
|
|
-
|
|
|
Unearned
revenue
|
|
|
10,015
|
|
|
|
(744,808
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided By Operating Activities
|
|
|
2,359,781
|
|
|
|
654,090
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Additions
to construction in progress
|
|
|
(353,814
|
)
|
|
|
-
|
|
|
Cash
paid for short-term investment
|
|
|
(89,383
|
)
|
|
|
-
|
|
|
Purchase
of equipment and leasehold improvements
|
|
|
(37,101
|
)
|
|
|
(818,198
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Investing Activities
|
|
|
(480,298
|
)
|
|
|
(818,198
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Cash
received on stock issuance
|
|
|
3,275,543
|
|
|
|
119,860
|
|
|
Proceeds(Payments)
from(to) loans
|
|
|
(184,128
|
)
|
|
|
820,020
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided By Financing Activities
|
|
|
3,091,415
|
|
|
|
939,880
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects
of Exchange Rate Change in Cash
|
|
|
278,851
|
|
|
|
(134,951
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase in Cash and Cash Equivalents
|
|
|
5,249,749
|
|
|
|
640,821
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents-Beginning Balance
|
|
|
787,444
|
|
|
|
146,623
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents-Ending Balance
|
|
|
6,037,193
|
|
|
|
787,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplement
disclosure of cash flow information:
|
|
|
|
|
|
|
|
Income
taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Interest
expenses paid
|
|
$
|
488
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
|
|
|
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
|
|
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
|
|
CONSOLIDATED
STATEMENTS OF SHAREHOLDERS' EQUITY
|
|
FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
Number
of
|
|
|
|
|
|
Paid
In
|
|
|
Statutory
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Shareholders'
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Reserve
|
|
|
Earning
|
|
|
Income
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE,
DECEMBER 31, 2005
|
|
|
7,525,614
|
|
|
$
|
753
|
|
|
$
|
1,644,101
|
|
|
$
|
295,507
|
|
|
$
|
1,646,457
|
|
|
$
|
101,170.00
|
|
|
$
|
3,687,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,566,535
|
|
|
|
-
|
|
|
|
1,566,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer
to statutory reserve
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
237,053
|
|
|
|
(237,053
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash
|
|
|
90,307
|
|
|
|
9
|
|
|
|
119,851
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
119,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
162,844
|
|
|
|
162,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE,
DECEMBER 31, 2006
|
|
|
7,615,922
|
|
|
|
762
|
|
|
|
1,763,952
|
|
|
|
532,560
|
|
|
|
2,975,939
|
|
|
|
264,014
|
|
|
|
5,537,227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock due to reorganization
|
|
|
1,827,738
|
|
|
|
183
|
|
|
|
(183
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,164,503
|
|
|
|
-
|
|
|
|
2,164,503
|
|
|
Transfer
to minorty interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer
to statutory reserve
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
379,459
|
|
|
|
(379,459
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
cancellation
|
|
|
(133,333
|
)
|
|
|
(13
|
)
|
|
|
13
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued
|
|
|
1,092,169
|
|
|
|
109
|
|
|
|
3,275,434
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,275,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rounding
of stock split
|
|
|
191
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Gain from available for sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,401
|
|
|
|
12,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
717,677
|
|
|
|
717,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE,
DECEMBER 31, 2007
|
|
|
10,402,687
|
|
|
$
|
1,040
|
|
|
$
|
5,039,217
|
|
|
$
|
912,019
|
|
|
$
|
4,760,983
|
|
|
$
|
994,092
|
|
|
$
|
11,707,351
|
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
1.
Organization and description of business
American
Metal Technology, Inc. (“the Company) was incorporated on October 13, 1987 under
the laws of the State of Delaware. It was organized to further develop and
exploit commercially certain technology for a rotary internal combustion engine
that would utilize alternative fuels. The patent and related rights to the use
of the technology have been assigned to the Company. These rights were
subsequently assigned pursuant to the terms of the Stock Purchase Agreement
dated November 6, 2006 discussed below.
The
Company entered into a Stock Purchase Agreement on November 6, 2006 (the
"Agreement") with American Metal Technology Group, a Nevada corporation
(“AMTG"), pursuant to which the Company acquired one hundred (100%) percent of
AMTG's outstanding common stock from the AMTG Stockholders and AMTG became
a wholly-owned subsidiary of the company in a two step reverse
takeover transaction on May 22, 2007. In connection with this
transaction, and in addition to the 1,155,023 shares of common stock
outstanding immediately prior to closing, the Company issued 8,088,637
shares to the stockholders and consultants of AMTG (7,615,922 shares to AMTG's
former shareholders, including 133,333 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 472,715 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 66,667 shares of common stock to a former officer
and director of the Company in connection with the cancellation of all
indebtedness to him, and his assumption of all liabilities and the assignment
all assets of the Company immediately prior to closing. AMTG is now
a wholly owned subsidiary of the Company.
The
exchange of shares with AMTG has been accounted for as a reverse acquisition
under the purchase method of accounting since the shareholders AMTG obtained
control of the consolidated entity. Accordingly, the merger of the two companies
has been recorded as a recapitalization of AMTG, with AMTG being treated as the
continuing entity. The historical financial statements presented herein
are those of AMTG. The continuing company has retained December 31 as its fiscal
year end.
Reflecting
the change of ownership, the Company filed a Certificate of Amendment
to its Certificate of Incorporation to change its name to American Metal
& Technology, Inc., which became effective June 1,
2007.
The
Company now through AMTG via its subsidiaries, Beijing Tong Yuan Heng Feng
Technology Co., Ltd. and American Metal Technology (Lang Fang) Co., Ltd., is
mainly in the business of manufacturing and sales of high-precision investment
casting and metal fabrication products in the People's Republic of China (“
China”)
. The Company's
production involves high-precision investment casting and machined products,
including valves, pipe fittings, etc.
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
1.
Organization and description of business
-
continued
AMTG was
incorporated on January 13, 2004 under the laws of the state of Nevada. On June
1, 2004, AMTG entered into an equity purchase agreement with Beijing Sande
Technology (Holding) Co., Ltd. (“
BST”)
to acquire 80%
ownership of Beijing Tong Yuan Heng Feng Technology Co., Ltd. (“
BJTY”)
. As a result, AMTG
issued 7,200,000 (post-split) shares of common stock to BST in exchange for 80%
ownership of BJTY. On August 2, 2004, AMTG incorporated American Metal
Technology (Lang Fang) Co., Ltd. (“
AMLF”)
in Hebei, China, for
the purpose of expanding the production facility of BJTY. On August 8,
2004, AMTG and AMLF together entered into an equity purchase agreement with
Beijing Sande Shang Mao Co., Ltd. (BSS
)
for the remaining 20% of
BJTY. As a result, AMTG which issued 1,800,000 shares
(post-split) common stock to BSS and AMLF becomes the owner of 20%
shareholder of BJTY. AMTG later acquired the 20% ownership of BJTY from AMLF and
owns 100% of BJTY. On November 12, 2004, AMTG effectuated a forward split of all
the outstanding shares of common stock on a 1,000 for 1 basis. On November 2005,
AMTG sold 5% of BJTY to an unrelated party for $240,000.
On
December 3, 2007, American Metal Technology, Inc. (AMTI
, "We, "Us, "Our"
or the
"Company"
) implemented
a reverse stock split at the ratio of one (1) for one hundred fifty (150), such
that stockholders received one (1) share of common stock of the Company for
every one hundred fifty (150) shares of common stock currently held, with no
change in the par value of shares of common stock.
The
reverse stock split reduced the number of shares of Common Stock outstanding
from approximately 1,560,374,357 shares to 10,402,687 shares. In connection with
the implementation of the reverse stock split, the board of directors and
shareholders each approved by written consent as of November 15, 2007 to amend
the Certificate of Incorporation (the "Amendment") of the Company decreasing the
number of authorized shares from two billion (2,000,000,000) shares of common
stock and one hundred million (100,000,000) shares of preferred stock to thirty
million (30,000,000) shares of common stock and ten million (10,000,000) shares
of preferred stock. The par value of the Company's stock shall remain at $.0001
per share for both the common and preferred shares.
2.
Summary of significant accounting policies
Principal of
consolidation
The
consolidated financial statements of American Metal Technology, Inc. reflect the
activities of the following subsidiaries:
|
Subsidiaries
|
|
Percentage
Of
Ownership
|
|
|
American
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.
|
|
|
95
|
%
|
The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. All
significant inter-company transactions and accounts have been eliminated in the
consolidation.
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
2.
Summary of significant accounting policies - continued
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 December 31, 2007, cash
and cash equivalent amounted to $6,037,193.
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 December 31, 2007, the Company
had accounts receivable of $1,332,664, net of allowance of $73,310.
Advances to
suppliers
The
Company advances to certain vendors for the purchase of material. As of December
31, 2007, the advances to suppliers amounted to $974,799.
Inventories
Inventories are valued at
the lower of cost or market value using weighted average method. Management
compares the cost of inventory with the market value and an allowance is made
for writing down the inventory to its market value, if lower.
Property, plant and
equipment
Property,
plant and equipment are recorded at cost. Gains or losses on disposals are
reflected as gain or loss in the year of disposal. The cost of improvements that
extend the life of plant, property, and equipment are capitalized. These
capitalized costs may include structural improvements, equipment, and fixtures.
All ordinary repair and maintenance costs are expensed as incurred.
Depreciation
for financial reporting purposes is provided using the straight line method over
the estimated useful lives of the assets:
|
|
Estimated
Useful
life
|
|
Building
and improvements
|
13-40
years
|
|
Machinery
and equipments
|
5-15
years
|
|
Vehicle
|
12
years
|
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,
cash held for investment, 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 years ended
December 31, 2007 and 2006.
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
NOTES TO 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 December 31, 2007 amounted to
$12,938.
The
Company's revenue consists of invoiced value of goods, net of a value-added tax
(VAT). No product return or sales discount allowance is made as products
delivered and accepted by customers are normally not returnable and sales
discount is normally not granted after products are delivered.
Earnings
per share
“Earnings
per share” is calculated in accordance with the Statement of financial
accounting standards No. 128 (SFAS No. 128), “Earnings per share”.
Basic net income per share is based upon the weighted average number of common
shares outstanding. Diluted net income per share is based on the assumption that
all shares and stock options and or warrants were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the period
(or at the time of issuance, if later), and as if funds obtained thereby were
used to purchase common stock at the average market price during the period. The
basic and diluted earnings per share were $0.2405 and $0.2057 for the years
ended December 31, 2007 and 2006, respectively. The basic and diluted shares are
the same because there are no dilutive shares.
Marketable
Securities
The
Company’s investments in securities are classified as available-for-sale and, as
such, are carried at fair value based on quoted market prices. Securities
classified as available-for-sale may be sold in response to changes in interest
rates, liquidity needs, and for other purposes.
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
and unrealized gains and losses for securities classified as available-for-sale
are included in the statement of operations and comprehensive gain,
respectively. On December 31, 2007, marketable securities have been recorded at
$93,196 based upon the fair value of the marketable securities.
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 $994,092 as of December 31, 2007.
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
2.
Summary of significant accounting policies - continued
Accumulated other
comprehensive income
Accumulated
other comprehensive income is comprised of unrealized gain from marketable
securities, $12,401 and foreign currency translation gain,
$717,677.
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 December 31, 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
Company’s operating subsidiaries in China have been approved to be exempt from
income tax for the years ended December 31, 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.
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
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 Plans, an amendment of FASB Statements No. 87,
88, 106, and 132(R) This Statement improves financial reporting by requiring an
employer to recognize the over funded or under funded status of a defined
benefit postretirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position and to recognize
changes
in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This Statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited
exceptions. An employer with publicly traded equity securities is required to
initially recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after December 15, 2006. An employer without publicly traded equity securities
is required to recognize the funded status of a defined benefit postretirement
plan and to provide the required disclosures as of the end of the fiscal year
ending after June 15, 2007. However, an employer without publicly traded equity
securities is required to disclose the following information in the notes to
financial statements for a fiscal year ending after December 15, 2006, but
before June 16, 2007, unless it has applied the recognition provisions of this
Statement in preparing those financial statements:
|
1.
|
A
brief description of the provisions of this Statement
|
|
2.
|
The
date that adoption is required
|
|
3.
|
The
date the employer plans to adopt the recognition provisions of this
Statement, if earlier.
|
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
2.
Summary of significant accounting policies - continued
The
requirement to measure plan assets and benefit obligations as of the date of the
employers fiscal year-end statement of financial position is effective for
fiscal years ending after December 15, 2008. The management is currently
evaluating the effect of this pronouncement on the consolidated financial
statements.
In
February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal
years beginning after November 15, 2007. Early adoption is permitted subject to
specific requirements outlined in the new Statement. Therefore, calendar-year
companies may be able to adopt FAS 159 for their first quarter 2007 financial
statements.
The new
Statement allows entities to choose, at specified election dates, to measure
eligible financial assets and liabilities at fair value that are not otherwise
required to be measured at fair value. If a company elects the fair value option
for an eligible item, changes in that item's fair value in subsequent reporting
periods must be recognized in current earnings. FAS 159 also establishes
presentation and disclosure requirements designed to draw comparison between
entities that elect different measurement attributes for similar assets and
liabilities. The management is currently evaluating the effect of this
pronouncement on the consolidated financial statements.
In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations”. The objective of this statement will significantly change the
accounting for business combinations. Under Statement 141R, an acquiring entity
will be required to recognize all the assets acquired and liabilities assumed in
a transaction at the acquisition –date fair value with limited exceptions.
Statement 141 applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or
after
December 15, 2008. The Company does not expect the adoption of SFAS No. 141R to
have a material impact on the consolidated financial statements.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements-An Amendment of ARB No. 51". The objective of
this statement is to establish new accounting and reporting standards for the
Noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Statement 160 is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008. The Company
does not expect the adoption of SFAS No. 160 to have a material impact on the
consolidated financial statements.
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
NOTES TO CONSOLIDATED 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
December 31, 2007:
|
Marketable
Securities
|
|
Cost
|
|
|
Market
Value at December 31, 2007
|
|
|
Accumulated
Unrealized Gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Various
|
|
$
|
80,795
|
|
|
$
|
93,196
|
|
|
$
|
12,401
|
|
As of
December 31, 2007, the Company evaluated its marketable securities holdings by
valuing the securities according to the quoted price of the securities on the
stock exchange.
4.
Other receivable
Other
receivables included notes receivable $132,222 and other receivable $2,053 as of
December 31, 2007. Both are due from an unrelated party, current,
unsecured, and interest free.
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
5.
Inventories
Inventories
consisted of the followings at December 31, 2007:
|
|
|
2007
|
|
|
Supplies
and raw materials
|
|
|
336,279
|
|
|
Work
in process
|
|
|
34,812
|
|
|
Finished
goods
|
|
|
176,488
|
|
|
Totals
|
|
|
547,579
|
|
6.
Property, Plant and Equipment
Property,
Plant and Equipment consist of the following at December 31, 2007:
|
|
|
|
|
|
Building
and improvements
|
|
|
917,801
|
|
|
Vehicle
|
|
|
36,695
|
|
|
Machinery
and equipments
|
|
|
2,746,152
|
|
|
|
|
|
|
|
|
Totals
|
|
|
3,700,648
|
|
|
Less:
accumulated depreciation
|
|
|
679,676
|
|
|
|
|
|
3,020,972
|
|
Depreciation
expenses for the years ended December 31, 2007 and 2006 were $263,892 and
$244,042, respectively.
7.
Intangible assets
The
intangible assets comprised of following at December 31, 2007:
|
Land
use right, net
|
|
|
582,398
|
|
|
Permits,
net
|
|
|
109,769
|
|
|
Total
|
|
|
692,167
|
|
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 $622,885. The land use right is for fifty
years. The intangible assets consist of the followings as of December 31,
2007:
|
|
|
2007
|
|
|
Intangible
assets
|
|
|
622,885
|
|
|
Less:
accumulated amortization
|
|
|
40,487
|
|
|
|
|
|
582,398
|
|
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
7.
Intangible assets - continued
Permits:
Permits
amounted to $109,769 as of December 31, 2007 and are amortized over 10
years:
|
|
|
2007
|
|
|
Prepaid
expenses
|
|
$
|
185,982
|
|
|
Less:
accumulated amortization
|
|
|
76,213
|
|
|
|
|
$
|
109,769
|
|
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 December 31, 2007 the Company expects these assets to be fully
recoverable.
Total
amortization expenses for the years ended December 31, 2007 and 2006 amounted to
$36,143 and $27,711 respectively. Amortization expenses for next five years
after December 31, 2007 are as follows:
|
1 year after December 31,
2007
|
|
$
|
36,000
|
|
|
2 year after December 31, 2007
|
|
|
36,000
|
|
|
3 year after December 31, 2007
|
|
|
36,000
|
|
|
4 year after December 31, 2007
|
|
|
36,000
|
|
|
5 year after December 31, 2007
|
|
|
36,000
|
|
|
Total
|
|
$
|
180,000
|
|
8.
Other payable and accrued expenses
Other
payable and accrued expenses amounted to $75,765 as of December 31, 2007. Other
payable and accrued expenses include taxes payables $20,612, accrued welfare
payable $3,220 and other accrued expenses $51,933.
9.
Due to related parties
Due to
related parties amounted to $333,670 as of December 31, 2007. Due to related
parties include $333,070 due to an affiliate owned by the CEO of BJTY and AMLF
and $600 due to shareholder. Due to related parties payable are due on demand,
interest free, and unsecured.
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
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 amount allocated to the surplus reserve amounted to
$252,973 and $158,826 in the years ended December 31, 2007 and 2006,
respectively.
The
Company established a reserve for the annual contribution of 5% of net income to
the common welfare fund. The amount allocated to the surplus reserve amounted to
$126,486 and $78,227 in the years ended December 31, 2007 and 2006,
respectively.
The total
statutory reserve, as of December 31, 2007, amounted to $912,019.
11.
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 three
($3.00) dollars per share. The proceeds of the sale totaled an aggregate of
three million two hundred seventy five thousand five hundred forty three
($3,275,543) dollars, and the Company issued 1,092,169 (163,825,350 before the
reverse split) shares of common stock.
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 non qualified
option plan. As of April, 2007, all options were expired. No options were issued
during the year ended December 31, 2007. The following table summarizes the
options outstanding as of December 31, 2007:
|
|
|
Options
Outstanding
|
|
|
Weighted
Average Exercise Price
|
|
|
Aggregate
Intrinsic
Value
|
|
|
Outstanding,
January 1, 2007
|
|
|
40,000
|
|
|
$
|
3.00
|
|
|
$
|
0
|
|
|
Reclassified
from warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Forfeited/Canceled
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Outstanding,
December 31, 2007
|
|
|
0
|
|
|
$
|
3.00
|
|
|
$
|
0
|
|
AMERICAN
METAL & TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY
MURRY UNITED DEVELOPMENT CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
12.
Options
and warrants - continued
Warrants
As a
result of the exercises and expiration of warrants, the Company has no Class A
and Class B warrants as of December 31, 2007. 99,320 Class B
warrants, and 3,333 underwriter's B warrants expired on March 12,
2007. The Class B warrants are redeemable at any time at the option
of the Company at a price of $0.015 per warrant. Holders of the Class B warrants
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 December 31,
2007:
|
|
|
Warrants
outstanding
|
|
|
Weighted
Average Exercise Price
|
|
|
Aggregate
Intrinsic
Value
|
|
|
Outstanding,
January 1, 2007
|
|
|
102,653
|
|
|
$
|
0.15
|
|
|
$
|
0
|
|
|
Transferred
to options
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Forfeited/Canceled
(March 12, 2007)
|
|
|
102,653
|
|
|
$
|
0.15
|
|
|
|
-
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Outstanding,
December 31, 2007
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
0
|
|
The
weighted average remaining contractual life of warrants outstanding is zero year
as of December 31, 2007.
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 53% of the net revenue for the year ended December 31,
2007. The Company had no accounts receivable from the customer as of December
31, 2007. One major customer accounted for 78% of the net revenue for the year
ended December 31, 2006. The Company had approximately $385,000 accounts
receivable from the customer as of December 31, 2006.
One
vendor provided 66% of the Company’s purchase of raw materials for year ended
December 31, 2007. The Company had $452,713 accounts payable to this vendor as
of December 31, 2007. Two vendors provided 76% of the Company’s purchase of raw
materials for the year ended December 31, 2006 with each vendor individually
accounting for about 61% and 15%. The Company had $63,600 accounts payable to
these vendors as of December 31, 2006.
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.
14.
Minority interest
The
amounts of $(5,099) and $83,177, for the years ended December 31, 2007 and 2006,
represent the 5% shareholder interest in BJTY.
15.
Subsequent event
On
February 5, 2008, American Metal & Technology, Inc. announces its plans to
build additional facilities at its Langfang manufacturing center. This expansion
will increase by 50% the annual capacity for casting products from 2,400 tons to
3,600 tons, and enhance the capabilities for the development and manufacturing
of circuit board solutions.
In March
of 2008, the company engaged a firm that provides investor relationship
services. The company agreed to provide compensation in the form of
warrants and a monthly retainer of $7,000 per month for a year. The warrants, to
purchase 50,000 shares vest immediately and are exercisable at $5 per
share.
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 was 95% owned through the Company's wholly owned subsidiary American
Metal Technology Group. Pursuant to the Agreement, the Company agreed
to 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 agreed to 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.
F-20
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