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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

**[X]** Annual Report under section 13 or 15(d) of
  the Securities Exchange Act of 1934

For the fiscal year ended
September 30, 2007

********************************************************************************************************************************[ 
]********************************************************************************************************************************Transition
Report pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934

Commission file number 000-30087

AMG OIL LTD.(Name of Small
Business Issuer in its charter)

|Nevada                                                               | Not Applicable                      
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|600 17thStreet, Suite 2800 South,
      Denver, Colorado             | 80202-5428                          
|(Address of principal executive offices)                             | (Zip Code)                          

Issuers telephone number  (303) 226-5889

Securities registered under Section 12(b) of the Exchange Act:
  None

Securities registered under Section 12(g) of the Exchange
Act:

Common Stock(Title of class)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act duringthe past 12 months
(or for such shorter period that AMG Oil was required to filed such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes  [X] No [  ]

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B contained in this form, 
  and no disclosure will be contained, to the best of registrants knowledge,
  in definitive proxy or information
  statements incorporated by reference in Part III of this Form 10-KSB or any
  amendment to this Form 10-KSB: [  ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes  [X] No[  ]

State issuers revenues for its most recent fiscal year.
$Nil

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed byreference to the price at
which the common equity was sold, or the average bid and ask price of such
commonequity, as of a specified date within the past 60 days. $4,203,886
as of December 12, 2007.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. As of
December 12, 2007 there were 23,200,000 shares of Common Stock, $0.00001 par
value per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes
[  ]  No [ X]

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- 2 -

As used in this annual report, unless otherwise indicated, the
terms we, us, our and AMG Oil mean AMG Oil Ltd., and references to $
or dollars refer to U.S. dollars.

FORWARD LOOKING STATEMENTS

Certain information in this report including statements made in
Managements Discussion and Analysis of Financial Condition and Results of
Operation, Description of Business and elsewhere contain forward-looking
statements. All statements other than statements of historical fact are
forward-looking statements, including any projections of earnings, revenues or
other financial items, any statements of the plans and objectives of management
for future operations, any statements concerning proposed new products or
services, any statements regarding future economic conditions or performance,
and any statements of assumptions underlying any of the foregoing. In some
cases, forward-looking statements can be identified by the use of terminology
such as may, expects, plans, anticipates, estimates, potential, or
continue, or the negative thereof or other comparable terminology. Although we
believe that the expectations reflected in our forward-looking statements are
reasonable, we can give no assurance that such expectations or any of our
forward-looking statements will prove to be correct, and actual results could
differ materially from those projected or assumed in these forward-looking
statements.

Forward-looking statements include but are not limited to:

- Our ability to implement successfully our operating strategy as described
  in our business plan;
- Future financial performance as estimated in our financial projections;
- Our forecasts of market demand; and
- Highly competitive market conditions.

This list of categories of forward-looking statements should
not be construed as exhaustive. AMG Oil will not update or revise any
forward-looking statements.

Certain factors that could cause our forward-looking statements
not to be correct and cause our actual results to materially vary from
projections made in forward-looking statements as further described in the
Risks Associated with AMG Oil contained in the Description of Business
section of this report.

PART I

|ITEM 1. | DESCRIPTION OF BUSINESS.
|------- | ------------------------

History

AMG Oil was previously engaged in the acquisition and,
formerly, exploration of resource properties. We were incorporated on February
20, 1997 under the name Trans New Zealand Oil Company by filing our Articles
of Incorporation with the Secretary of State of Nevada. We changed our name to
AMG Oil Ltd. on July 27, 1998. Our fiscal year end is September 30.

AMG Oil has been inactive for approximately the last four years
and may be considered a shell company within the meaning assigned to that term
in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange
Act), because we have no operations and our assets consist solely of cash. Our
corporate office is located at 600 17th Street, Suite 2800 South, Denver,
Colorado 80202-5428 and our administration is effected through our
administrative office located at 1407 - 1050 Burrard Street, Vancouver, British
Columbia, Canada V6Z 2S3. In previous years, we conducted our oil and gas
exploration activities in New Zealand but withdrew from the permit and assigned
our interest to the other participants in the permit during the 2003 fiscal
year.

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- 3 -

During the 2007 and 2005 fiscal years, AMG Oil did not issue
any securities. During the 2006 fiscal year, AMG Oil completed a private
placement financing of 6,000,000 units (each a Unit) at a price of $0.25 per
Unit for gross proceeds of $1.5 million and also issued 600,000 additional Units
under a rights agreement as further described below. Each Unit consists of one
share of common stock and one share purchase warrant. Each warrant entitles the
holder thereof to acquire an additional share of common stock at a price of
$0.50 for a period of 24 months, subject to an accelerated expiry provision
whereby the warrants will expire 30 days after a registration statement has been
declared effective by the Securities and Exchange Commission (the SEC) and our
shares have traded at or above $1.00 for 20 consecutive days. Pursuant to a
rights agreement, each Unit also includes a right to receive an additional 0.10
of one Unit granted when a registration statement was not declared effective by
the SEC on or before August 27, 2006. The rights to receive an additional
600,000 Units were granted because a registration statement was not declared
effective by the SEC on or before August 27, 2006. AMG Oil did not issue any
securities during the 2007 fiscal year.

On February 1, 2006, the British Columbia Securities Commission
granted our application to be designated as a reporting issuer under the
Securities Act (British Columbia). Accordingly, we and our insiders are now
subject to the continuous disclosure requirements under the securities laws of
the Province of British Columbia, Canada.

We do not receive any revenue from our discontinued oil and gas
operations in New Zealand and have no significant assets, tangible or
intangible, except for cash on hand. We have no history of earnings and there is
no assurance that our business will be profitable. As at the end of the 2007
fiscal year, we have an accumulated deficit of $2,887,240 and we expect to
continue incurring operating losses and accumulating deficits in future periods.
We have no significant future obligations.

Change of Control

Pursuant to an agreement made November 16, 2005, Robert
Pollock, a Toronto, Ontario businessman, acquired control of AMG Oil through the
purchase of 8,600,000 shares of our common stock at a price of $0.01 per share.
This transaction was disclosed on our report on Form 8-K, filed on December 1,
2005.

The purchase and sale of these shares for $86,000 was completed
on November 29, 2005. These shares represent 37.1% of the outstanding shares of
AMG Oil. Mr. Pollock acquired 7,305,500 of these shares from the previous
majority shareholder, Trans-Orient Petroleum Ltd. (Trans-Orient), and he
acquired the remaining 1,294,500 shares from one other seller. Trans-Orient is a
company registered under the Exchange Act and is controlled by its President,
Mr. Peter Loretto, who is a businessman residing in Vancouver, British Columbia,
Canada.

Trans-Orient sold its controlling shares in AMG Oil because
they represented an investment in a superfluous inactive affiliate. Mr. Pollock
purchased the 8,600,000 shares with personal funds and has advised that he has
acquired control of AMG Oil with a view to endeavoring to reactivate our oil and
gas exploration, although there can be no assurance he will be successful at
doing so. At this time, AMG Oil has not committed to any financing or property
acquisition transactions although it is currently seeking appropriate prospects
that if acquired may require additional capital to be raised.

By agreement with Mr. Pollock, two current directors of AMG Oil
have agreed to resign from the board of directors of AMG Oil (the Board) on
the request of Mr. Pollock, but may resign of their own volition at any
time.

Plan of Operations

Our plan of operations is to acquire a business either through
purchase, merger, consolidation, application or other means, so that AMG Oil
would cease being a shell company. Initially, our management anticipates
concentrating our efforts on locating and acquiring a business, properties, or
other assets, or combination thereof, in the oil and gas industry, although our
management may cause us to attempt to acquire a business in another area.
However, there can be no assurance that we will be able to find a suitable
business to acquire, successfully negotiate the terms of any acquisition, or
have the assets to complete any transaction. Since we are a shell company with
nominal assets and no operations, it may be necessary for us to obtain
additional financing (i) to pay our ongoing operating and administrative
expenses, including our audit and other professional expenses associated with
our reporting

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obligations under the Exchange Act, (ii) costs associated with
locating and acquiring another business, and (iii) funding the operations of any
business in which we may be successful in acquiring an interest. There can be no
assurance we will be able to raise any funds for any purposes, including the
prospective acquisition of a new business. In the event we are unable to raise
sufficient funds, we will be unable to acquire any businesses and may be forced
to halt all operations.

Insurance

Currently, we do not have any insurance coverage.

Government Regulation

There is no governmental regulation which we are aware of or
that would affect AMG Oil.

Employees and Consultants

AMG Oil has no employees. Effective October 1, 2007, we entered
into a consulting agreement with PCL Holdings Ltd. (PCL), a private company
based in Vancouver, British Columbia, Canada, to perform various consulting and
advisory services in relation to seeking appropriate prospects on an on-going
basis (subject to termination provisions) in consideration of monthly consulting
compensation of CDN$5,000.

None of our executive officers have employment agreements with
AMG Oil.

Administration Contract

AMG Oil receives corporate services from DLJ Management Corp.
(DLJ), a subsidiary of Trans-Orient, based on an oral agreement. The services
consist of shareholder relations and communications, administrative and
accounting support. DLJ bills monthly for its services on a cost recovery basis,
billing AMG Oil and other associated companies for costs already incurred with
no mark-up or other such charges, for items such as labor, rent, general office
costs, and employee benefits. During the year ended September 30, 2006, AMG Oil
incurred $12,255 of mainly general and administrative costs through DLJ. During
the year ended September 30, 2007, AMG Oil incurred $46,304 of mainly general
and administrative costs through DLJ. The amounts represent costs incurred by
DLJ on behalf of AMG Oil.

Risks Associated with AMG Oil

AMG Oil may be unable to continue as a going
concern.

Our auditors have expressed considerable doubt as to our
ability to continue as a going concern. We will be unable to continue as a going
concern if we are unable to raise additional capital through debt or equity
financings to meet our working capital obligations and establish profitable
operations. At September 30, 2007, we had $1,307,592 in working capital, which
is sufficient for us to maintain our operations at this time. Our management has
determined that we will likely need to raise additional capital to complete an
acquisition of an oil and gas interest and maintain our monthly overhead that
allows us to continue operating. If we do not raise additional capital
concurrently with the acquisition of an oil and gas interest, we may be unable
to continue as a going concern and you may lose your entire investment.

AMG Oil has no material assets, a history of losses and
no revenues to date. Our future is dependent upon our ability to obtain
financing and upon acquiring resource assets for exploration. We currently do
not have any arrangements for financing and we can provide no assurance to
investors that we will be able to obtain financing when required.

We have no non-cash assets. We have historically incurred
losses and these losses are expected to continue in the future. We have never
been profitable. At September 30, 2007, we had an accumulated deficit of
$2,887,240. In order to become profitable, we will need to generate significant
revenues through an acquisition of an oil and gas

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- 5 -

interest that leads to a commercial discovery of hydrocarbons
to offset our cost of revenues and general and administrative expenses. We may
not achieve or sustain our revenue or profit objectives and our losses may
increase in the future.

Our operating results are difficult to predict and may
fluctuate significantly from quarter to quarter due to a number of factors, many
of which are outside our control.

An evaluation of our business is difficult because we are in
the start-up phase of our current business after discontinuing our oil and gas
operations in New Zealand. Our operating results are difficult to predict and
may fluctuate significantly from quarter to quarter due to a number of factors,
many of which are outside our control. These factors include, but are not
limited to:

|(a) | we currently do not own any interest in any oil or gas
        properties;                                                                                                                                                                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                       
|(b) | our plan of operations is to attempt to acquire an interest
        in an oil and gas property;                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|(c) | we will compete with other companies engaged in the
        oil and gas industries for properties of merit, and many of such competitors
        will have greater financial resources than we do;                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                       
|(d) | we anticipate that our ability to acquire an interest
        in an oil and gas property will be contingent upon raising sufficient
        financing to enable us to acquire such interest and if we are successful
        in acquiring such interest, we will likely need additional financing to
        carry out the necessary exploration work;
|    |                                                                                                                                                                                                                                                                                                                                                       
|(e) | our inability to find a suitable oil and gas property;                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                       
|(f) | our inability to raise the working capital to maintain
        our operations;                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                       
|(g) | our inability to raise the working capital necessary
        to acquire a suitable oil and gas interest and to maintain the work requirements
        after acquisition;                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                       
|(h) | our inability to discover hydrocarbons that are commercially
        viable; and                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                       
|(i) | general economic and political conditions.                                                                                                                                                                                                                                                                                                            

If we do not attain revenue from the sale of
hydrocarbons, our business will not be successful.

Our success depends on our ability to attain revenue from the
sale of hydrocarbons and we currently do not have an oil and gas interest.

One stockholder owns or controls, directly or indirectly,
a significant proportion of our stock and may act, or prevent certain types of
corporate actions.

One of our stockholders owns 37.1% of our issued and
outstanding common stock. This may be or may seem to be adverse to other
minority stockholders.

The market for our common stock is limited.

There is currently only a limited trading market for our common
stock. Our common stock trades on the OTC Bulletin Board under the symbol
AMGO. The OTC Bulletin Board is a limited market in comparison to the NASDAQ
Global Market, the American Stock Exchange and other national securities
exchanges.

Penny stock rules limit the liquidity of our common
stock.

Our common stock may now and in the future be subject to the
penny stock rules under the Exchange Act. These rules regulate broker-dealer
practices for transactions in penny stocks. Penny stocks generally are equity
securities with a price of less than $5.00. The penny stock rules require
broker-dealers to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny
stock market.

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The broker-dealer must also provide the customer with current
bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson and monthly account statements showing the
market value of each penny stock held in the customers account. The bid and
offer quotations and the broker-dealer and salesperson compensation information
must be given to the customer orally or in writing prior to completing the
transaction and must be given to the customer in writing before or with the
customers confirmation. In addition, the penny stock rules require that prior
to a transaction, the broker and/or dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchasers written agreement to the transaction. These
additional penny stock disclosure requirements are burdensome and may reduce the
trading activity in the market for our common stock. As long as the common stock
is subject to the penny stock rules, holders of our common stock may find it
more difficult to sell their securities.

We have never paid cash dividends on our common
stock.

We have never paid dividends on our common stock and do not
presently intend to pay cash dividends on our common stock. Any future decisions
as to the payment of dividends will be at the discretion of our Board, subject
to applicable law.

We have limited financial resources.

We have limited financial resources and may not be able to
raise sufficient funds to either sustain, continue or expand our business. We
currently have no operating revenues and rely principally on the issuance of
common shares to raise funds to finance our business. There is no assurance that
market conditions will continue to permit us to raise funds on acceptable terms
or at all.

An investment in AMG Oil will likely be
diluted.

We will likely issue a substantial number of shares of our
common stock without investor approval and we may consolidate the current common
stock outstanding. Any such issuance or consolidation of our securities in the
future could reduce an investors ownership percentage and voting rights in our
company and further dilute the value of your investment.

|ITEM 2. | DESCRIPTION OF PROPERTY.
|------- | ------------------------

Our administrative office is located at 1407 - 1050 Burrard
Street, Vancouver, British Columbia, Canada, V6Z 2S3 and our telephone number is
(604) 682-6496. AMG Oil utilizes the office space, for CDN$500 per month,
pursuant to a verbal agreement with DLJ.

|ITEM 3. | LEGAL PROCEEDINGS.
|------- | ------------------

There are no material legal proceedings to which AMG Oil is
subject to or which are anticipated or threatened.

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

There were no matters submitted to a vote of our shareholders
in the fourth quarter of our fiscal year.

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PART II

|ITEM 5. | MARKET FOR COMMON EQUITY
        AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES
        OF EQUITY SECURITIES.
|------- | ----------------------------------------------------------------------------------------------------------------------------------

Our shares are traded on the OTC Bulletin Board under the
trading symbol AMGO.

Summary trading by quarter, as found at www.yahoo.com, for the
2007 and 2006 fiscal years are as follows:

Fiscal Quarter
    High Bid(1)
    Low Bid(1)2007 
            First Quarter 
            Second Quarter 
            Third Quarter 
            Fourth Quarter  0.75 0.80 0.90 0.65
      0.32 0.45 0.60 0.332006 
            First Quarter 
            Second Quarter 
            Third Quarter 
            Fourth Quarter
      0.50 1.41 1.33
      1.00
      0.125 0.31 0.40
      0.40


|(1) | These quotations reflect inter-dealer prices, without
      retail mark-up, mark-down or commission and may not represent actual
      transactions.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

At December 12, 2007 there were 23,200,000 shares of common
stock of AMG Oil issued and outstanding, 95 holders of record and the closing
share price on that date was $0.30.

Dividend Policy

No cash dividends have been declared by AMG Oil nor are any
intended to be declared. AMG Oil is not subject to any legal restrictions
respecting the payment of dividends, except that they may not be paid to render
AMG Oil insolvent. Our dividend policy will be based on our cash resources and
needs, and it is anticipated that all available cash will be needed for property
acquisition, exploration and development for the foreseeable future. In
addition, dividend policy under Nevada law is limited in that dividends cannot
be paid if, after giving effect to the dividend (i) we would not be able to pay
our debts as they become due in the usual course of business, or (ii) our total
assets would be less than the sum of our total liabilities.

Securities Authorized for Issuance under Equity Compensation
Plans

AMG Oil, during the 2000 fiscal year, established a
non-qualified stock option plan (the Plan) for directors, officers, employees
and consultants who provide services to AMG Oil. Under the terms of the Plan,
3,000,000 shares will be reserved for issuance under the Plan. Any options
issued under the Plan will expire on the earlier of 10 years from the
establishment of the Plan or the expiry date assigned to the individual option
grant. As of September 30, 2007, 396,000 options have been granted under the
Plan, but had not been exercised during the 2007 fiscal year. All options that
have been granted by AMG Oil are exercisable and will expire on February 28,
2008.

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- 8 -

Equity Compensation Plan Information

Plan
      category
    Number of
      securities to be issued upon exercise of outstanding
      options, warrants and rights (a)
    Weighted-average
      exercise price of outstanding options, warrants
      and rights (b)
    Number of securities remaining available
      for future issuance under equity compensation
      plans (excluding securities reflected in column
      (a)) (c)Equity compensation plans approved by security holders
    0
    0
    0Equity compensation plans not approved by
      security holders (1)
    396,000
    $0.25
    2,604,000Total
    396,000
    $0.25
    2,604,000


|(1) | Options for 396,000 common shares were issued to Jones,
      Gable & Company Limited as a commission for arranging
  financing.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|ITEM 6. | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN
      OF OPERATION.
|------- | ----------------------------------------------------------------

Plan of Operation

We no longer have any oil or gas properties as we withdrew from
our sole oil and gas property on May 2, 2003. Our plan of operations is to
acquire a business either through purchase, merger, consolidation, application
or other means, so that we will cease being a shell company. Initially, our
management anticipates concentrating our efforts on locating and acquiring a
business, properties, or other assets, or combination thereof, in the oil and
gas industry, although our management may cause AMG Oil to attempt to acquire a
business in another area. However, there can be no assurance that we will be
able to find a suitable business to acquire, successfully negotiate the terms of
any acquisition, or have the assets to complete any transaction. Since we are a
shell company with nominal assets and no operations, it may be necessary for us
to obtain additional financing (i) to pay our ongoing operating and
administrative expenses, including our audit and other professional expenses
associated with our reporting obligations under the Exchange Act, (ii) to pay
costs associated with locating and acquiring another business, and (iii) to fund
the operations of any business in which may be successful in acquiring an
interest. There can be no assurance AMG Oil will be able to raise any funds for
any purposes, including the prospective acquisition of a new business. In the
event AMG Oil is unable to raise sufficient funds, AMG Oil will be unable to
acquire any businesses and may be forced to halt all operations.

We anticipate that our expenditures for the next twelve months
will be approximately $105,000. These anticipated expenditures relate to
consulting, accounting, legal and administrative expenses and to the costs of
targeting a new business opportunity. These anticipated expenditures do not
include any amount that may be required to acquire an interest in a new business
opportunity or to fund a new business opportunity once acquired.

We have sufficient amount of working capital required to fund
our plan of operations for the next twelve months based on our current expected
expenditures. We currently have sufficient capital to maintain our required
overhead, but we have no revenues and we anticipate that we will continue to
rely principally on the issuance of common stock to raise the necessary funds to
finance any additional expenditures that may be incurred during the next twelve
months if we acquire a suitable business opportunity to participate in. To date,
we have relied principally on the issuance of common stock in private placements
to individuals known to our officers and directors to raise funds to support our
business. There can be no assurance that we will be successful in raising
additional funds through the issuance of additional equity nor that the parties
that provided funds in the past will continue to do so.

We do not expect any significant purchases of plant and
equipment or the hiring of employees within the next twelve months, unless
acquired in connection with the acquisition of a business opportunity that may
be identified.

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- 9 -

Results of Operations

We did not generate any revenues from operations during the
year ended September 30, 2007, or during the year ended September 30, 2006. Our
sole income during the 2007 fiscal year was $65,310 in interest income earned on
surplus cash balances, compared to $31,873 for the year ended September 30,
2006.

After we withdrew from our only oil and gas interest during the
2003 fiscal year and upon liquidating our subsidiaries during the same period,
we reallocated all relevant costs associated with our oil and gas interest
totaling $1,787,410 to Loss from Discontinued Operations.

Our operating results for our last two fiscal years are
summarized as follows:

|                            |   | Year Ended September 30, 2007 |   |   | Year Ended September 30, 2006 |  
|--------------------------- | - | ----------------------------- | - | - | ----------------------------- | -
|Expenses                    |   |                               |   |   |                               |  
|General and administrative  | $ | 90,640                        |   | $ | 68,046                        |  
|Loss on sale of investments |   | -                             |   |   | -                             |  
|                            |   | (90,640                       | ) |   | (68,046                       | )
|Other Income                |   |                               |   |   |                               |  
|Interest income             |   | 65,310                        |   |   | 31,873                        |  
|Net loss                    | $ | (25,330                       | ) | $ | (36,173                       | )

Our total general and administrative expenses for the fiscal
year ended September 30, 2007 were $90,640, compared to $68,046 for the fiscal
year ended September 30, 2006. Salaries were $23,555 in fiscal 2007, compared to
$6,864 in fiscal 2006; professional fees were $23,247 in fiscal 2007, versus
$26,847 in fiscal 2006; and travel and consulting expenses were $14,071 in
fiscal 2007, versus $9,514 in fiscal 2006. The balance of our general and
administrative costs for fiscal 2007 consisted of office expenses of $11,063,
filing and transfer agent fees of $6,724 and other miscellaneous expenses such
as telephone, rent, database management, and amortization of capital assets
totaling $11,980.

As a result of these transactions noted above, AMG Oil incurred
a net loss of $25,330 or $Nil per share for the twelve months ended September
30, 2007, compared to a loss of $36,173 or $Nil per share for the same period
last year.

Liquidity and Capital Resources

There were no financing activities undertaken by AMG Oil during
the twelve months ended September 30, 2007. During the 2006 fiscal year, our
financing activities consisted of AMG Oil completing an unregistered private
placement financing of 6,000,000 Units at a price of $0.25 per Unit for gross
proceeds of $1.5 million on February 28, 2006 and issuing an additional 600,000
Units of AMG Oil as required under a rights agreement because a registration
statement was not declared effective on or before August 27, 2006. Each Unit
consists of one share of common stock and one two-year share purchase warrant
exercisable at a price of $0.50 per share, subject to accelerated expiry
provisions should our shares trade at or above $1.00 for 20 consecutive days and
certain other conditions are met. Net proceeds of this financing will be used
for working capital and to enhance our ability to acquire a suitable interest in
a resource based asset.

AMG Oil did not have any investing activities for the 2007 and
2006 fiscal years.

At September 30, 2007 our current assets totaled $1,318,282
compared to $1,348,282 at the beginning of the fiscal year. Our current assets
for the 2007 fiscal year consisted mainly of cash and a nominal amount of
prepaid expenses, and our current assets for the 2006 fiscal year consisted
entirely of cash. Our current liabilities at September 30, 2007 were $10,690
(2006: $15,360). Cash on hand is currently our only source of liquidity. We do
not have any lending arrangements in place with banking or financial
institutions and we do not anticipate that we will be able to secure these
funding arrangements in the near future.

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- 10 -

We propose to raise additional financing through the sale of
equity securities during the next fiscal year, although there can be no
assurance that such funding will be available. In the event that future equity
financing cannot be raised or negotiations for joint venture funding are not
successful, our activities may be curtailed and this may adversely affect our
ability to carry out any acquisitions of suitable oil and gas operations or any
other business opportunity.

We believe our existing cash balances are sufficient to carry
out our normal operations for the next twelve months and additional cash will
likely be required for the acquisition of suitable oil and gas interests or any
other business opportunity during this period. To the extent that we require
additional funds to support our operations or the expansion of our business, we
may sell additional equity or issue debt. Any sale of additional equity
securities will result in dilution to our stockholders. There can be no
assurance that additional financing, if required, will be available to AMG Oil
or on acceptable terms.

Going Concern

Our financial statements have been prepared in accordance with
generally accepted accounting principles in the United States on a going concern
basis, which contemplates the realization of assets and the liquidation of
liabilities in the ordinary course of business. They do not include any
adjustments to the recoverability and classification of recorded assets amounts
and liabilities that might be necessary should we be unable to continue as a
going concern. AMG Oil has no revenue producing operations and has incurred
recurring operating losses resulting in an accumulated deficit of $2,887,240 at
September 30, 2007. These factors, among others, raise substantial doubt about
our ability to be able to continue as a going concern. Our future and the
realization of our asset values will depend upon our ability to obtain adequate
financing and continuing support from shareholders and creditors to attain
profitable operations.

Off-Balance Sheet Arrangements

AMG Oil does not have any off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.

|ITEM 7. | FINANCIAL STATEMENTS.
|------- | ---------------------

The following financial statements of AMG Oil and the related
notes to the financial statements are filed as part of this annual report
beginning on page F-1 below, and are incorporated by reference in this Item
7.

PageIndependent Auditors Report (Smythe
      Ratcliffe)
    F-1Independent Auditors Report (Telford Sadovnick)
    F-2Balance Sheets
    F-3Statements of Operations
    F-4Statements of Changes in Stockholders
      Equity
    F-5Statements of Cash Flows
    F-6


|ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
      AND FINANCIAL DISCLOSURE.
|------- | -----------------------------------------------------------------------------

On September 26, 2007 Telford Sadovnick, P.L.L.C. (Telford)
voluntarily resigned as our principal independent registered public accounting
firm. We subsequently engaged Smythe Ratcliffe, Chartered Accountants
(Smythe), as our principal independent registered public accounting firm
effective October 3, 2007. The decision to engage Smythe as our principal
independent registered public accounting firm has been approved by the Board.

Telfords reports on our financial statements for the fiscal
year ended September 30, 2006 and September 30, 2005 did not contain an adverse
opinion or disclaimer opinion, nor were they modified or qualified as to
uncertainty, audit

---

- 11 -

scope or accounting principles with the exception of a
statement regarding the uncertainty of our ability to continue as a going
concern.

There have been no disagreements between AMG Oil and Telford on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which, if not resolved to the satisfaction of
Telford, would have caused them to make reference to the subject matter of the
disagreement in connection with their report for the financial statements for
the past year.

|ITEM 8A. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our Exchange Act
reports are recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the SEC, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. Our management carried out an evaluation, with an
effective date of September 30, 2007, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based
upon the foregoing, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective to ensure
that the information required to be disclosed by us in the reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms.

There were no changes in our internal controls over financial
reporting that have occurred in the last fiscal quarter of our fiscal year ended
September 30, 2007 which materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

|ITEM 8B. | OTHER INFORMATION.
|-------- | ------------------

Not applicable.

PART III

|ITEM 9. | DIRECTORS, EXECUTIVE OFFICERS,
        PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------

The names, municipality of residence, age and position held of
our directors and executive officers are as follows:

Name and Residence
      Age
      Position HeldMichael Hart  Roberts Creek, British Columbia 
        Canada
      56
      Director, CEO, President, Secretary and TreasurerJohn Campbell  West Vancouver, British Columbia
        
        Canada
      75
      DirectorDan Brown  Langley, British Columbia 
        Canada
      35
      DirectorGarth Johnson 
        Surrey, British Columbia 
        Canada
      35
      CFO


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- 12 -

All directors have a term of office expiring at our next annual
general meeting, unless re-elected or earlier vacated in accordance with our
bylaws. All officers have a term of office lasting until their removal or
replacement by the Board.

Mr. Michael Harthas been a director of AMG Oil
since December 13, 1999 and is also the Chief Executive Officer, President,
Corporate Secretary and Treasurer. Mr. Hart also previously served as our Chief
Financial Officer, before resigning from such position on February 1, 2006. Mr.
Hart is a long-time investor in natural resources and has experience with public
companies in the oil and gas industry. Mr. Hart has previously worked in the
financial markets sector with a number of financial institutions where he acted
as an account executive and financial consultant. Since 1995, Mr. Hart has
worked with an investment-banking group responsible for taking projects from
start-up to the public markets. Mr. Hart currently is also a director of
Trans-Orient, our former controlling shareholder until November 29, 2005, and
the Corporate Secretary and a director of Entourage Mining Ltd.

Mr. John Campbellbecame a director of AMG Oil on
March 21, 2006. Mr. Campbell is a retired member of the Law Society of British
Columbia and for the past 19 years has served as President of mining explorer,
Trans America Industries Ltd.

Mr. Dan Brownbecame a director of AMG Oil on
April 14, 2005. Mr. Brown has worked for DLJ for seven years, providing
administrative and accounting support services to public and private companies.
Mr. Brown is also currently a director of TAG Oil Ltd. (TAG Oil).

Mr. Garth Johnson became the Chief Financial
Officer of AMG Oil on February 1, 2006. Mr. Johnson is a Certified General
Accountant with over ten years of experience in finance, accounting and
regulatory reporting for public companies. Mr. Johnson is also the Chief
Executive Officer, Chief Financial Officer, Secretary and a director of TAG
Oil.

Mr. Brown and Mr. Hart have committed in writing to Mr. Robert
Pollock, the control person of AMG Oil, that they will resign from their
positions with AMG Oil upon the request of Mr. Pollock. It is expected that Mr.
Pollock will seek to replace the Board members with his own nominees.

Significant Employees

AMG Oil has no employees. Effective October 1, 2007, we entered
into a consulting agreement with PCL, a private company based in Vancouver,
British Columbia, Canada, to perform various consulting and advisory services in
relation to seeking appropriate prospects on an on-going basis (subject to
termination provisions) in consideration of monthly consulting compensation of
CDN$5,000.

None of our current officers are employed directly by AMG Oil,
and all officers devote less than 10% of their time to our business. All of our
officers and directors devote a significant amount of their time to other
interests or competing businesses, which may conflict with the operations and
business of AMG Oil.

Family Relationships

There are no family relationships among our directors or
executive officers.

Involvement in Certain Legal Proceedings

Except as otherwise described herein, none of our directors,
executive officers and control persons have been involved in any of the
following events during the past five years:

- any bankruptcy petition filed by or against any business of
  which such person was a general partner or executive officer either at the
  time of the bankruptcy or within two years prior to that time;
- any conviction in a criminal proceeding or being subject to a
  pending criminal proceeding (excluding traffic violations and other minor
  offences);

---

- 13 -

- being subject to any order, judgment, or decree, not subsequently reversed,
  suspended or vacated, of any court of competent jurisdiction, permanently or
  temporarily enjoining, barring, suspending or otherwise limiting his
  involvement in any type of business, securities or banking activities; or
- being found by a court of competent jurisdiction (in a civil action), the
  Commission or the Commodity Futures Trading Commission to have violated a
  federal or state securities or commodities law, and the judgment or decision
  has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Exchange Act requires officers, directors
and persons who own more than ten percent of a registered class of a companys
equity securities to file initial reports of beneficial ownership and to report
changes in ownership of those securities with the SEC. They are also required to
furnish AMG Oil with copies of all Section 16(a) forms they file. To our
knowledge, based solely on review of the copies of Forms 3, 4 and 5 furnished to
us, we believe that during the fiscal year ended September 30, 2007 and during
the current fiscal year, all filing requirements applicable to our officers,
directors, greater-than-ten-percent beneficial owners and other persons subject
to Section 16(a) of the Exchange Act were met.

Code of Ethics

We have adopted a corporate code of ethics that applies to our
Chief Executive Officer and our Chief Financial Officer. A copy of the code of
ethics was filed as an exhibit to our Form 10-KSB filed for our 2003 fiscal year
and is incorporated into this document by reference. We believe our code of
ethics is reasonably designed to deter wrongdoing and promote honest and ethical
conduct; provide full, fair, accurate, timely and understandable disclosure in
public reports; comply with applicable laws; ensure prompt internal reporting of
code violations; and provide accountability for adherence to the code.

Audit Committee and Charter

We have an audit committee and audit committee charter. Our
audit committee is comprised of all of our directors. A copy of our audit
committee charter was filed as an exhibit to our Form 10-KSB filed for our 2003
fiscal year and is incorporated into this document by reference. Our audit
committee is responsible for: (1) selection and oversight of our independent
accountant; (2) establishing procedures for the receipt, retention and treatment
of complaints regarding accounting, internal controls and auditing matters; (3)
establishing procedures for the confidential, anonymous submission by our
employees of concerns regarding accounting and auditing matters; (4) engaging
outside advisors; and (5) funding for the outside auditory and any outside
advisors engagement by the audit committee.

Audit Committee Financial Expert

Our Board has determined that Mr. John Campbell meets the SECs
definition of an audit committee financial expert, as defined in Item
401(e)(2) of Regulation S-B. The Board has also determined that Mr. Campbell
meets the definition of an independent director, as defined in Rule 121A of
the American Stock Exchange Company Guide.

Nominating Procedures

There have been no material changes to the procedures by which
security holders may recommend nominees to our Board during our fiscal year
ended September 30, 2007.

Disclosure Committee and Charter

We have a disclosure committee and a disclosure committee
charter. Our disclosure committee is comprised of all of our officers and
directors. The purpose of the committee is to provide assistance to the Chief
Executive Officer and the Chief Financial Officer in fulfilling their
responsibilities regarding the identification and disclosure of

---

- 14 -

material information about us, and the accuracy, completeness
and timeliness of our financial reports. A copy of our disclosure committee
charter, as updated and approved by our Board, is attached as an exhibit to this
document.

|ITEM 10. | EXECUTIVE COMPENSATION.
|-------- | -----------------------

Executive Compensation

Our officers do not receive any cash or non-cash compensation
for their services and there are currently no plans to implement any such
compensation. The following table shows, in tabular format, that no compensation
was paid to our executive officers during our last two fiscal years:

Summary Compensation Table

Name and Principal Position
      Year ended September
      30,
      Salary ($)
      Bonus ($)
      Stock Awards ($)
      Option Awards ($)
      Non-Equity 
        Incentive Plan
        Compen-
        sation 
        ($)
      Non 
        Qualified 
        Deferred Compen-
        sation 
        Earnings ($)
      All Other Compensation ($)
      Total ($)Michael Hart CEO, President, Secretary & Treasurer
      2007
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil2006
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilGarth Johnson CFO
      2007
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil2006
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


Outstanding Equity Awards

There were no outstanding equity awards for our executive
officers at the end of our fiscal year ended September 30, 2007, as set forth in
the table below:

Outstanding Equity Awards at Fiscal Year End

Option Awards
      Stock AwardsName
      Number of Securities Under-
        lying Unexercised Options 
        (#) 
        Exerciseable
      Number of Securities Underlying Unexer-cised Options (#) Unexer-ciseable
      Equity Inventive Plan Awards: Number of Securities
        Underlying Unexercised Unearned Options
        (#)
      Option Exercise Price
        ($)
      Option Expiration Date
      Number of Shares or Units of Stock That Have
        Not Vested
        (#)
      Marked Value of Shares or Units of Stock That
        Have Not Vested
        ($)
      Equity Incentive Plan Awards: Number of Unearned
        Shares, Units or Other Rights That Have Not Vested
        (#)
      Equity Incentive Plan Awards: Marked or Payout
        Value of Unearned Shares, Units or Other Rights That Have Not Vested
        ($)Michael Hart
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/AGarth Johnson
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A
      N/A


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- 15 -

There were no equity awards grants during the 2007, 2006 or
2005 fiscal years except for options for 396,000 shares of common stock that
were granted to Jones, Gable & Company Limited in February 2006 as a
commission for arranging our financing.

During the 2000 fiscal year, we established a Stock Option Plan
for directors, officers, employees and consultants who provide services to us.
3,000,000 shares of common stock are reserved for issuance under the Plan. Any
options issued under the Plan will expire on the earlier of 10 years from the
establishment of the Plan or the expiry date assigned to the individual option
grant. As of September 30, 2007, 396,000 options have been granted under the
Plan but had not been exercised during the 2007 fiscal year. All options that
have been granted by us are exercisable and will expire on February 28,
2008.

Compensation of Directors

Our directors do not receive any cash or non-cash compensation
for their services and there are currently no plans to implement any such
compensation. However, Mr. Brown, one of our directors, was paid indirectly by
us through DLJ with respect to time spent directly on AMG Oil. The following
table shows, in tabular format, compensation paid to our directors during our
last fiscal year:

Director Compensation

Name
      Fees Earned or Paid in
      Cash ($)
      Stock Awards ($)
      Option Awards ($)
      Non-Equity Incentive Plan
      Compen- sation ($)
      Non 
        Qualified Deferred Compen-
      sation Earnings ($)
      All Other Compen- sation
      ($)
      Total ($)Michael Hart
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilJohn Campbell
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilDan Brown (1)
      Nil
      Nil
      Nil
      Nil
      Nil
      9,421
      9,421


|(1)   Mr. Brown was paid indirectly by us through
      DLJ for time spent directly on AMG Oil. DLJ invoices us on a cost recovery
      basis.
|-----------------------------------------------------------------------------------------------------------------------------------------------

|ITEM 11. | SECURITY OWNERSHIP OF CERTAIN
        BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|-------- | -------------------------------------------------------------------------------------------------------

Our securities are recorded on the books of our transfer agent
in registered form. However, a substantial amount of such shares are registered
in the name of intermediaries, such as, brokerage houses and clearing houses on
behalf of their respective clients, and AMG Oil does not have knowledge of the
beneficial owners thereof. AMG Oil, up until November 29, 2005, was controlled
by Trans-Orient, a company that owned a controlling interest consisting of
8,200,000 shares (49.4%) of our outstanding shares. However pursuant to an
agreement made November 16, 2005 and completed on November 29, 2005, Robert
Pollock acquired control of us through the purchase of 8,600,000 of our common
shares at a price of $0.01 per share. Trans-Orient sold 7,305,500 of its
8,200,000 shares of AMG Oil to Mr. Pollock and one other seller sold 1,294,500
shares to Mr. Pollock. This agreement was filed as an exhibit to the Form 8-K
filed by us on November 30, 2005.

As of December 12, 2007, we had an authorized share capital of
100,000,000 shares of Common Stock with a par value of $0.00001 per share, of
which 23,200,000 shares were issued and outstanding.

The following table sets forth, as of December 12, 2007, the
beneficial shareholdings of persons or entities holding five per cent (5%) or
more of our common stock, each director individually, each named executive
officer individually, and all of our directors and officers as a group. Each
person has sole voting and investment power with respect to the shares of Common
Stock shown, and all ownership is of record and beneficial.

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- 16 -

Title of Class
    Name and Address of Beneficial Owner
    Amount and Nature of Beneficial Owner
    Percent of Class
      (1)Directors and OfficersCommon Stock
    Michael Hart (2) Roberts
      Creek, British Columbia
    11,000 shares
    0.0%Common Stock
    John Campbell (3) West
      Vancouver, British Columbia
    158,840 shares
    0.7%Common Stock
    Dan Brown (4) Langley,
      British Columbia
    22,000 shares
    0.1%Common Stock
    Garth Johnson Surrey,
      British Columbia
    Nil
    0%Directors and Officers as a GroupCommon Stock
    (As above)
    191,840
    0.8%Greater than 5% ShareholderCommon Stock
    Robert Pollock, Toronto, Ontario
    8,600,000 shares
    37.1%


|(1) | Based on 23,200,000 shares of our common stock issued and
      outstanding as of December 12, 2007.                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Harts beneficial ownership of 11,000 shares includes
      11,000 share purchase warrants that can be exercised within the next sixty
      days at an exercise price of $0.50 per share.     
|(3) | Mr. Campbells beneficial ownership of 158,840 shares
      includes 55,000 share purchase warrants that can be exercised within the
      next sixty days at an exercise price of $0.50 per share.
|(4) | Mr. Browns beneficial ownership of 22,000 shares
      includes 22,000 share purchase warrants that can be exercised within the
      next sixty days at an exercise price of $0.50 per
share.    

Changes in Control

To the knowledge of management there are no present
arrangements or pledges of our securities that may result in a change of control
of AMG Oil, other than the change of control that completed on November 29,
2005.

As at December 12, 2007, Robert Pollock owns 8,600,000, or
approximately 37.1%, of the issued and outstanding shares of common stock and
thereby effectively controls AMG Oil. Robert Pollock is a Toronto, Ontario
businessman.

Securities Authorized for Issuance under Equity Compensation
Plans

We have provided disclosure regarding securities authorized for
issuance under equity compensation plans under the subheading Securities
Authorized for Issuance under Equity Compensation Plans in Item 5 of this
annual report.

|ITEM 12. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
      AND DIRECTOR INDEPENDENCE.
|-------- | --------------------------------------------------------------------------------

Except as described below, none of the following persons has
any direct or indirect material interest in any transaction to which we were or
are a party during our last fiscal year, or in any proposed transaction to which
AMG Oil proposes to be a party:

|(a) | any of our officers or directors;                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                         
|(b) | any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our common
      stock; or

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- 17 -

|(c) | any member of the immediate family of the persons listed
      in paragraphs (a) and (b) above (including child, stepchild, parent,
      stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
      daughter-in-law, brother-in-law or sister-in-law, and any person (other
      than a tenant or employee) sharing the same household of the persons
      listed in paragraphs (a) and (b) above).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Directors

Mr. Michael Hart, Mr. John Campbell and Mr. Dan Brown, who are
the three directors of AMG Oil, participated in the private placement financing
completed on February 28, 2006, acquiring a total of 120,000 Units at a price of
$0.25 per Unit. Each Unit consists of one share of common stock and one share
purchase warrant. Each warrant entitles the holder thereof to acquire an
additional share of common stock at a price of $0.50 for a period of 24 months
subject to an accelerated expiry provision whereby the warrants will expire 30
days after a registration statement has been declared effective by the SEC and
our shares have traded at or above $1.00 for 20 consecutive days. Each Unit also
includes a right to receive an additional 0.10 of one Unit, which was granted
because a registration statement was not declared effective by the SEC on or
before August 27, 2006.

DLJ

During the 2007 fiscal year we incurred $46,304 (2006 fiscal
year: $12,255) of mainly general and administrative costs through DLJ. DLJ is a
wholly owned subsidiary of Trans-Orient. Trans-Orient was the controlling
shareholder of the Company from March 4, 2003 to November 29, 2005 and is
related to the Company through a common director, Michael Hart. In addition, as
indicated above in Item 10, Mr. Brown was paid $9,421 indirectly by us through
DLJ in fiscal 2007 for time spent directly on AMG Oil.

Amounts incurred and paid to DLJ represent costs incurred by
DLJ on our behalf for administrative and accounting services. Payments made to
DLJ were on a cost recovery basis with no mark-up, based on time spent by the
employees of DLJ providing accounting and administrative services for us. We
believe that we would have had to pay more for these services if we had sought
such services from unaffiliated third-parties. At September 30, 2007 we owe DLJ
$2,535 (September 30, 2006: $2,838).

|ITEM 13. | EXHIBITS.
|-------- | ---------

|Exhibit No. | Description of Exhibit                                                                                                                                                     
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                            
|3.1         | Articles of Incorporation, as
      filed February 20, 1997 (1)                                                                                                            
|            |                                                                                                                                                                            
|3.2         | Bylaws (1)                                                                                                                                                                 
|            |                                                                                                                                                                            
|3.3         | Articles of Amendment to the
      Articles of Incorporation, as filed on July 27, 1998 (1)                                                                                
|            |                                                                                                                                                                            
|10.1        | Form of Subscription Agreement
      for the private placement completed on Feb 28, 2006. (3)                                                                              
|            |                                                                                                                                                                            
|10.2        | Form of Rights Agreement (3)                                                                                                                                               
|            |                                                                                                                                                                            
|10.3        | Form of Agency Agreement (3)                                                                                                                                               
|            |                                                                                                                                                                            
|10.4        | Consulting
      Agreement with PCL (4)                                                                                                                                    
|            |                                                                                                                                                                            
|14.1        | Code of Ethics (2)                                                                                                                                                         
|            |                                                                                                                                                                            
|21.1        | Subsidiaries of AMG Oil: None                                                                                                                                              
|            |                                                                                                                                                                            
|31.1        | Certification
      of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated
      under the Securities and Exchange Act of 1934, as amended. (4)

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- 18 -

|31.2 | Certification of Chief Financial
        Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under
        the Securities and Exchange Act of 1934, as amended. (4)                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                 
|32.1 | Certification pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (Chief Executive Officer and Chief Financial Officer) (4)
|     |                                                                                                                                                                                                 
|99.1 | Audit Committee Charter (2)                                                                                                                                                                     
|     |                                                                                                                                                                                                 
|99.2 | Disclosure Committee Charter
        (4)                                                                                                                                                        

|(1) | Incorporated herein by reference from our Form 10-SB
      registration statement and all amendments thereto filed with the SEC, and
      amendments thereto, SEC file No. 000-30087.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Incorporated by reference from our Form 10-KSB filed with
      the SEC on December 29, 2003.                                                                                         
|(3) | Incorporated by reference from our Form 10-KSB filed with
      the SEC on December 12, 2006.                                                                                         
|(4) | Filed as an exhibit to this Annual Report on Form
      10-KSB.                                                                                                                       

|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|-------- | ---------------------------------------

Audit Fees

The aggregate fees billed for each of the last two fiscal years
for professional services rendered by the principal accountant for our audit of
annual financial statements and review of financial statements included in our
Form 10-QSBs or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years was:

2007- $6,0002006- $10,000

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years
for assurance and related services by the principal accountants that are
reasonably related to the performance of the audit or review of our financial
statements and are not reported in the preceding paragraph was:

2007- $Nil2006- $Nil

Tax Fees

The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning was:

2007- $Nil 2006- $Nil

All Other Fees

The aggregate fees billed in each of the last two fiscal yeas
for the products and services provided by the principal accountant, other than
the services reported in paragraphs (1), (2), and (3) was:

2007- $Nil 2006- $Nil

---

- 19 -

Policy on Pre-Approval of Services

Our audit committees pre-approval policies and procedures
require that the audit committee pre-approve all accounting related activities
prior to the performance of any services by any accountant or auditor.

The percentage of hours expended on the principal accountants
engagement to audit our financial statements for the most recent fiscal year
that were attributed to work performed by persons other than the principal
accountants full time, permanent employees was 0%.

---

- 20 -

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

| | **AMG Oil Ltd.**
      (Registrant)
| | -----------------------------------
| |                                    
| | By:                                
| |                                    
| |                                    
| | Date:                              

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/ Michael Hart                                                            
| | ----- | ----------------------------------------------------------------------------
| |       | Michael Hart 
      Director, President, CEO, Secretary and 
      Treasurer
| |       |                                                                             
| | Date: | December 12, 2007                                                           
| |       |                                                                             
| | By:   | /s/Garth Johnson                                                            
| |       | Garth Johnson 
      CFO                                                    
| |       |                                                                             
| | Date: | December 12, 2007                                                           
| |       |                                                                             
| | By:   | /s/Dan Brown                                                                
| |       | Dan Brown 
      Director                                                   
| |       |                                                                             
| | Date: | December 12, 2007                                                           

---

AMG OIL LTD.(An Exploration Stage
Enterprise)

Financial Statements
(Expressed in United States Dollars)

For the Years Ended September 30, 2007 and 2006

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders of AMG Oil Ltd. (An
Exploration Stage Enterprise)

We have audited the balance sheet of AMG Oil Ltd. (An
Exploration Stage Enterprise) as at September 30, 2007 and the related
statements of operations, changes in stockholders' equity and cash flows for the
year then ended and the cumulative totals for the development stage of
operations and cash flows for the period from inception on February 20, 1997 to
September 30, 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 audit. The financial statements of the Company
from inception on February 20, 1997 through September 30, 2006 were audited by
other auditors whose report dated November 17, 2006 expressed an unqualified
opinion on those statements. Our opinion insofar as it relates to the cumulative
totals for development stage operations from inception on February 20, 1997
through September 30, 2006, is based solely on the report of the other
auditors.

We conducted our audit in accordance with standards of the
Public Company Accounting Oversight Board (United States of America). Those
standards require that we plan and perform an audit to obtain reasonable
assurance 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
audit and the report of the other auditors provide a reasonable basis for our
opinion.

In our opinion, based on our audit and the report of the other
auditors, these financial statements present fairly, in all material respects,
the financial position of the Company as at September 30, 2007 and the results
of its operations and its cash flows for the year then ended and the cumulative
totals for the exploration stage of operations from inception on February 20,
1997 through September 30, 2007 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company is an exploration stage enterprise and has
yet to establish any revenues from business operations. As a result, there is
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments relating to the
recoverability and classification of assets and liabilities that might result
from the outcome of this uncertainty.

|Smythe Ratcliffe LLP (signed)
|-------------------------------
|                               
|Chartered Accountants          
|Vancouver, Canada              
|December 4, 2007               

F1

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Stockholders of AMG Oil Ltd.
(An Exploration Stage Company)

We have audited the accompanying balance sheet of AMG Oil
Ltd.(An Exploration Stage Company) (the Company) as at September 30,
2006, the related statement of operations, statement in stockholders equity and
cash flows for the year then ended. 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 in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an 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 AMG Oil Ltd.
(An Exploration Stage Company) as at September 30, 2006, and the results of its
operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As described in Note 1 to
the financial statements, the Company is an exploration stage enterprise and has
yet to establish any revenues from business operations. As a result, there is
substantial doubt about the Companys ability to continue as a going concern.
Managements plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments relating to the
recoverability and classification of assets and liabilities that might result
from the outcome this uncertainty.

|/s/Telford Sadovnick, P.L.L.C.
|------------------------------
|                              
|TELFORD SADOVNICK, P.L.L.C    
|CERTIFIED PUBLIC ACCOUNTANTS  

|Bellingham, Washington
|----------------------
|November 17, 2006     

F2

---

|AMG OIL LTD.                                           |   |            |   |   |            |  
|------------------------------------------------------ | - | ---------- | - | - | ---------- | -
|(An Exploration Stage Enterprise)                      |   |            |   |   |            |  
|Balance Sheets                                         |   |            |   |   |            |  
|(Expressed in United States Dollars)                   |   |            |   |   |            |  
|As at September
      30,                              |   | 2007       |   |   | 2006       |  
|                                                       |   |            |   |   |            |  
|Assets                                                 |   |            |   |   |            |  
|Current                                                |   |            |   |   |            |  
|                                                       |   |            |   |   |            |  
|Cash and cash equivalents                              | $ | 1,318,132  |   | $ | 1,348,282  |  
|Prepaid expenses                                       |   | 150        |   |   | -          |  
|                                                       |   |            |   |   |            |  
|Total Current
      Assets and Total Assets            | $ | 1,318,282  |   | $ | 1,348,282  |  
|                                                       |   |            |   |   |            |  
|Current Liabilities                                    |   |            |   |   |            |  
|                                                       |   |            |   |   |            |  
|Accounts payable and accrued liabilities               | $ | 8,155      |   | $ | 12,522     |  
|Due to related parties (Note 3)                        |   | 2,535      |   |   | 2,838      |  
|                                                       |   |            |   |   |            |  
|Total Current Liabilities and Total Liabilities        |   | 10,690     |   |   | 15,360     |  
|                                                       |   |            |   |   |            |  
|Commitments and Contingencies (Note 4
      and 7)     |   |            |   |   |            |  
|                                                       |   |            |   |   |            |  
|Stockholders Equity                                   |   |            |   |   |            |  
|                                                       |   |            |   |   |            |  
|Common voting stock (Note 5), $0.00001 par
      value |   |            |   |   |            |  
|100,000,000 shares authorized                          |   |            |   |   |            |  
|Issued and outstanding at September
      30,          |   |            |   |   |            |  
|2007: 23,200,000 shares                                |   |            |   |   |            |  
|2006: 23,200,000 shares                                |   | 232        |   |   | 232        |  
|Additional paid-in capital                             |   | 4,194,600  |   |   | 4,194,600  |  
|Deficit accumulated during the exploration stage       |   | (2,887,240 | ) |   | (2,861,910 | )
|                                                       |   |            |   |   |            |  
|Total Stockholders Equity                             |   | 1,307,592  |   |   | 1,332,922  |  
|                                                       |   |            |   |   |            |  
|Total Liabilities and Stockholders Equity             | $ | 1,318,282  |   | $ | 1,348,282  |  

See accompanying notes to the financial statements

F3

---

|AMG OIL LTD.                               |   |               |   |   |               |   |   |               |   |   |                 |  
|------------------------------------------ | - | ------------- | - | - | ------------- | - | - | ------------- | - | - | --------------- | -
|(An Exploration Stage Enterprise)          |   |               |   |   |               |   |   |               |   |   |                 |  
|Statements of Operations                   |   |               |   |   |               |   |   |               |   |   |                 |  
|(Expressed in
      United States Dollars) |   |               |   |   |               |   |   |               |   |   |                 |  
|                                           |   |               |   |   |               |   |   |               |   |   |                 |  
|                                           |   |               |   |   |               |   |   |               |   |   | Cumulative      |  
|                                           |   |               |   |   |               |   |   |               |   |   | from Inception  |  
|                                           |   |               |   |   |               |   |   |               |   |   | on February 20, |  
|                                           |   | Year Ended    |   |   | Year Ended    |   |   | Year Ended    |   |   | 1997 to         |  
|                                           |   | September 30, |   |   | September 30, |   |   | September 30, |   |   | September 30,   |  
|                                           |   | 2007          |   |   | 2006          |   |   | 2005          |   |   | 2007            |  
|                                           |   |               |   |   |               |   |   |               |   |   |                 |  
|Expenses                                   |   |               |   |   |               |   |   |               |   |   |                 |  
|General and administrative                 | $ | 90,640        |   | $ | 68,046        |   | $ | 17,448        |   | $ | 974,281         |  
|Loss on sale of investments                |   | -             |   |   | -             |   |   | 1,685         |   |   | 17,820          |  
|Write-down of investments                  |   | -             |   |   | -             |   |   | -             |   |   | 234,780         |  
|Write-off of loan receivable               |   | -             |   |   | -             |   |   | -             |   |   | 30,000          |  
|                                           |   |               |   |   |               |   |   |               |   |   |                 |  
|Total expenses                             |   | (90,640       | ) |   | (68,046       | ) |   | (19,133       | ) |   | (1,256,881      | )
|                                           |   |               |   |   |               |   |   |               |   |   |                 |  
|Other Income                               |   |               |   |   |               |   |   |               |   |   |                 |  
|Interest                                   |   | 65,310        |   |   | 31,873        |   |   | 360           |   |   | 157,051         |  
|                                           |   |               |   |   |               |   |   |               |   |   |                 |  
|Net loss from continuing operations        |   | (25,330       | ) |   | (36,173       | ) |   | (18,773       | ) |   | (1,099,830      | )
|                                           |   |               |   |   |               |   |   |               |   |   |                 |  
|Net loss from discontinued operations      |   | -             |   |   | -             |   |   | -             |   |   | (1,787,410      | )
|                                           |   |               |   |   |               |   |   |               |   |   |                 |  
|Net loss                                   | $ | (25,330       | ) | $ | (36,173       | ) | $ | (18,773       | ) | $ | (2,887,240      | )
|                                           |   |               |   |   |               |   |   |               |   |   |                 |  
|Basic loss per share:                      |   |               |   |   |               |   |   |               |   |   |                 |  
|From
      continuing operations           | $ | (0.00         | ) | $ | (0.00         | ) | $ | (0.00         | ) | $ | (0.05           | )
|From
      discontinued operations         |   | (0.00         | ) |   | (0.00         | ) |   | (0.00         | ) |   | (0.08           | )
|                                           | $ | (0.00         | ) | $ | (0.00         | ) | $ | (0.00         | ) | $ | (0.13           | )
|                                           |   |               |   |   |               |   |   |               |   |   |                 |  
|Weighted average number of                 |   |               |   |   |               |   |   |               |   |   |                 |  
|common shares outstanding                  |   | 23,200,000    |   |   | 20,172,055    |   |   | 16,600,000    |   |   |                 |  

See accompanying notes to the financial statements

F4

---

|AMG OIL LTD.                                                    |  |              |   |   |         |   |   |             |   |   |                     |   |   |            |  
|--------------------------------------------------------------- |  | ------------ | - | - | ------- | - | - | ----------- | - | - | ------------------- | - | - | ---------- | -
|(An Exploration Stage Enterprise)                               |  |              |   |   |         |   |   |             |   |   |                     |   |   |            |  
|Statements of Changes in Stockholders
      Equity             |  |              |   |   |         |   |   |             |   |   |                     |   |  
|(Expressed in United States Dollars)                            |  |              |   |   |         |   |   |             |   |   |                     |   |  
|                                                                |  |              |   |   |         |   |   |             |   |   |                     |   |   |            |  
|From
      Inception on February 20, 1997 to September 30, 2007 |  |              |   |   |         |   |   |             |   |  
|                                                                |  |              |   |   |         |   |   |             |   |   | Deficit Accumulated |   |   |            |  
|                                                                |  |              |   |   |         |   |   | Additional  |   |   | during the          |   |   | Total      |  
|                                                                |  | Common Stock |   |   | Paid-in |   |   | Exploration |   |   | Stockholders       |  
|                                                                |  | Shares       |   |   | Amount  |   |   | Capital     |   |   | Stage               |   |   | Equity     |  
|Balance at February 20, 1997                                    |  | -            |   | $ | -       |   | $ | -           |   | $ | -                   |   | $ | -          |  
|April 2, 1997                                                   |  | 2,000,000    |   |   | 20      |   |   | 100,980     |   |   | -                   |   |   | 101,000    |  
|August 11, 1997                                                 |  | 3,000,000    |   |   | 30      |   |   | 29,970      |   |   | -                   |   |   | 30,000     |  
|September 29, 1997                                              |  | 4,000,000    |   |   | 40      |   |   | 199,960     |   |   | -                   |   |   | 200,000    |  
|Net loss for
      the period                                   |  | -            |   |   | -       |   |   | -           |   |   | (21,888             | ) |   | (21,888    | )
|Balance at September 30, 1997                                   |  | 9,000,000    |   |   | 90      |   |   | 330,910     |   |   | (21,888             | ) |   | 309,112    |  
|December 31, 1997                                               |  | 2,000,000    |   |   | 20      |   |   | 99,980      |   |   | -                   |   |   | 100,000    |  
|July 2, 1998                                                    |  | 1,500,000    |   |   | 15      |   |   | 374,985     |   |   | -                   |   |   | 375,000    |  
|August 14, 1998                                                 |  | 500,000      |   |   | 5       |   |   | 124,995     |   |   | -                   |   |   | 125,000    |  
|Net loss for the year                                           |  | -            |   |   | -       |   |   | -           |   |   | (144,368            | ) |   | (144,368   | )
|Balance at September 30, 1998                                   |  | 13,000,000   |   |   | 130     |   |   | 930,870     |   |   | (166,256            | ) |   | 764,744    |  
|March 17, 1999                                                  |  | 1,200,000    |   |   | 12      |   |   | 599,988     |   |   | -                   |   |   | 600,000    |  
|Net loss for
      the year                                     |  | -            |   |   | -       |   |   | -           |   |   | (97,165             | ) |   | (97,165    | )
|Balance at September 30, 1999                                   |  | 14,200,000   |   |   | 142     |   |   | 1,530,858   |   |   | (263,421            | ) |   | 1,267,579  |  
|April 10, 2000                                                  |  | 5,000,000    |   |   | 50      |   |   | 249,950     |   |   | -                   |   |   | 250,000    |  
|August 25, 2000                                                 |  | 400,000      |   |   | 4       |   |   | 899,996     |   |   | -                   |   |   | 900,000    |  
|Net compensation expense                                        |  |              |   |   |         |   |   |             |   |   |                     |   |   |            |  
|from stock options                                              |  | -            |   |   | -       |   |   | 42,255      |   |   | -                   |   |   | 42,255     |  
|Net loss for
      the year                                     |  | -            |   |   | -       |   |   | -           |   |   | (1,106,470          | ) |   | (1,106,470 | )
|Balance at September 30, 2000                                   |  | 19,600,000   |   |   | 196     |   |   | 2,723,059   |   |   | (1,369,891          | ) |   | 1,353,364  |  
|Net compensation expense                                        |  |              |   |   |         |   |   |             |   |   |                     |   |   |            |  
|from stock options                                              |  | -            |   |   | -       |   |   | 94,315      |   |   | -                   |   |   | 94,315     |  
|Net loss for
      the year                                     |  | -            |   |   | -       |   |   | -           |   |   | (893,774            | ) |   | (893,774   | )
|Balance at September 30, 2001                                   |  | 19,600,000   |   |   | 196     |   |   | 2,817,374   |   |   | (2,263,665          | ) |   | 553,905    |  
|Net compensation expense                                        |  |              |   |   |         |   |   |             |   |   |                     |   |   |            |  
|from stock options                                              |  | -            |   |   | -       |   |   | 38,697      |   |   | -                   |   |   | 38,697     |  
|Net loss for
      the year                                     |  | -            |   |   | -       |   |   | -           |   |   | (137,397            | ) |   | (137,397   | )
|Balance at September 30, 2002                                   |  | 19,600,000   |   |   | 196     |   |   | 2,856,071   |   |   | (2,401,062          | ) |   | 455,205    |  
|Re-purchase of shares for cash                                  |  | (3,000,000   | ) |   | (30     | ) |   | (29,970     | ) |   | -                   |   |   | (30,000    | )
|Net compensation expense                                        |  |              |   |   |         |   |   |             |   |   |                     |   |   |            |  
|from stock options                                              |  | -            |   |   | -       |   |   | 9,608       |   |   | -                   |   |   | 9,608      |  
|Net loss for the year                                           |  | -            |   |   | -       |   |   | -           |   |   | (341,813            | ) |   | (341,813   | )
|Balance at September 30, 2003                                   |  | 16,600,000   |   |   | 166     |   |   | 2,835,709   |   |   | (2,742,875          | ) |   | 93,000     |  
|Net loss for the year                                           |  | -            |   |   | -       |   |   | -           |   |   | (64,089             | ) |   | (64,089    | )
|Balance at September 30, 2004                                   |  | 16,600,000   |   |   | 166     |   |   | 2,835,709   |   |   | (2,806,964          | ) |   | 28,911     |  
|Net loss for the year                                           |  | -            |   |   | -       |   |   | -           |   |   | (18,773             | ) |   | (18,773    | )
|Balance at September 30, 2005                                   |  | 16,600,000   |   |   | 166     |   |   | 2,835,709   |   |   | (2,825,737          | ) |   | 10,138     |  
|February 27, 2006                                               |  | 6,000,000    |   |   | 60      |   |   | 1,358,897   |   |   | -                   |   |   | 1,358,957  |  
|August 30, 2006                                                 |  | 600,000      |   |   | 6       |   |   | (6          | ) |   | -                   |   |   | -          |  
|Net loss for the year                                           |  | -            |   |   | -       |   |   | -           |   |   | (36,173             | ) |   | (36,173    | )
|Balance at September 30, 2006                                   |  | 23,200,000   |   |   | 232     |   |   | 4,194,600   |   |   | (2,861,910          | ) |   | 1,332,922  |  
|Net loss for the year                                           |  | -            |   |   | -       |   |   | -           |   |   | (25,330             | ) |   | (25,330    | )
|Balance at
      September 30, 2007                             |  | 23,200,000   |   | $ | 232     |   | $ | 4,194,600   |   | $ | (2,887,240          | ) | $ | 1,307,592  |  

See accompanying notes to the financial statements F5

---

|AMG OIL LTD.                                              |   |               |   |   |               |   |   |               |   |   |                    |  
|--------------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | - | - | ------------------ | -
|(An Exploration Stage Enterprise)                         |   |               |   |   |               |   |   |               |   |   |                    |  
|Statements of Cash Flows                                  |   |               |   |   |               |   |   |               |   |   |                    |  
|(Expressed in
      United States Dollars)                |   |               |   |   |               |   |   |               |   |   |                    |  
|                                                          |   |               |   |   |               |   |   |               |   |   | Cumulative         |  
|                                                          |   |               |   |   |               |   |   |               |   |   | from Inception     |  
|                                                          |   | Year Ended    |   |   | Year Ended    |   |   | Year Ended    |   |   | on February 20,    |  
|                                                          |   | September 30, |   |   | September 30, |   |   | September 30, |   |   | 1997 to            |  
|                                                          |   | 2007          |   |   | 2006          |   |   | 2005          |   |   | September 30, 2007 |  
|Cash provided by (used in):                               |   |               |   |   |               |   |   |               |   |   |                    |  
|Operating Activities                                      |   |               |   |   |               |   |   |               |   |   |                    |  
|Net loss from continuing operations                       | $ | (25,330       | ) | $ | (36,173       | ) | $ | (18,773       | ) | $ | (1,099,830         | )
|Adjustments to reconcile net loss to                      |   |               |   |   |               |   |   |               |   |   |                    |  
|cash used in operating activities:                        |   |               |   |   |               |   |   |               |   |   |                    |  
|Depreciation                                              |   | -             |   |   | 1,234         |   |   | 415           |   |   | 5,889              |  
|Net compensation expense from stock                       |   |               |   |   |               |   |   |               |   |   |                    |  
|options                                                   |   | -             |   |   | -             |   |   | -             |   |   | 184,875            |  
|Loss on sale of investments                               |   | -             |   |   | -             |   |   | 1,685         |   |   | 17,820             |  
|Write-down of investments                                 |   | -             |   |   | -             |   |   | -             |   |   | 234,780            |  
|Write-off of loan receivable                              |   | -             |   |   | -             |   |   | -             |   |   | 30,000             |  
|Changes in non-cash working capital:                      |   |               |   |   |               |   |   |               |   |   |                    |  
|Accounts payable and accrued liabilities                  |   | (4,367        | ) |   | 6,900         |   |   | 622           |   |   | 8,155              |  
|Due to related parties                                    |   | (303          | ) |   | 2,838         |   |   | (1,138        | ) |   | (19,699            | )
|Prepaid
      expenses                                    |   | (150          | ) |   | -             |   |   | -             |   |   | (150               | )
|Net cash used in continuing operations                    |   | (30,150       | ) |   | (25,201       | ) |   | (17,189       | ) |   | (638,160           | )
|Net cash provided
      by discontinued operations        |   | -             |   |   | -             |   |   | -             |   |   | 60,405             |  
|Net cash used in operating activities                     |   | (30,150       | ) |   | (25,201       | ) |   | (17,189       | ) |   | (577,755           | )
|Financing Activities                                      |   |               |   |   |               |   |   |               |   |   |                    |  
|Common shares issued for cash                             |   | -             |   |   | 1,358,957     |   |   | -             |   |   | 4,039,957          |  
|Common shares
      re-purchased with cash                |   | -             |   |   | -             |   |   | -             |   |   | (30,000            | )
|Net cash provided by financing activities                 |   | -             |   |   | 1,358,957     |   |   | -             |   |   | 4,009,957          |  
|Investing Activities                                      |   |               |   |   |               |   |   |               |   |   |                    |  
|Loan receivable                                           |   | -             |   |   | -             |   |   | -             |   |   | (30,000            | )
|Purchase of investments                                   |   | -             |   |   | -             |   |   | -             |   |   | (324,856           | )
|Proceeds from sale of investments                         |   | -             |   |   | -             |   |   | 9,308         |   |   | 82,256             |  
|Oil and gas exploration expenditures                      |   | -             |   |   | -             |   |   | -             |   |   | (1,835,581         | )
|Purchase of property and equipment                        |   | -             |   |   | -             |   |   | -             |   |   | (5,889             | )
|Net cash provided
      by (used in) investing activities |   | -             |   |   | -             |   |   | 9,308         |   |   | (2,114,070         | )
|Net increase (decrease) in cash                           |   |               |   |   |               |   |   |               |   |   |                    |  
|during the period                                         |   | (30,150       | ) |   | 1,333,756     |   |   | (7,881        | ) |   | 1,318,132          |  
|Cash position - Beginning of period                       |   | 1,348,282     |   |   | 14,526        |   |   | 22,407        |   |   | -                  |  
|Cash position -
      End of period                       | $ | 1,318,132     |   | $ | 1,348,282     |   | $ | 14,526        |   | $ | 1,318,132          |  
|Supplemental disclosure of net cash from                  |   |               |   |   |               |   |   |               |   |   |                    |  
|discontinued operations:                                  |   |               |   |   |               |   |   |               |   |   |                    |  
|Net loss from discontinued operations                     | $ | -             |   | $ | -             |   | $ | -             |   | $ | (1,787,410         | )
|Gain on forgiveness of debt                               |   | -             |   |   | -             |   |   | -             |   |   | 22,234             |  
|Write-off of oil and gas interest                         |   | -             |   |   | -             |   |   | -             |   |   | 1,832,520          |  
|Gain on sale of
      oil and gas interest                |   | -             |   |   | -             |   |   | -             |   |   | (6,939             | )
|Net cash provided by discontinued operations              | $ | -             |   | $ | -             |   | $ | -             |   | $ | 60,405             |  
|Supplemental disclosure of non-cash                       | $ | -             |   |   |               |   |   |               |   |   |                    |  
|investing activities:                                     |   |               |   |   |               |   |   |               |   |   |                    |  
|Purchase of
      investments                             | $ | -             |   | $ | -             |   | $ | -             |   | $ | (10,000            | )

See accompanying notes to the financial statements F6

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|AMG OIL LTD.                                               
|-----------------------------------------------------------
|(An Exploration Stage Enterprise)                          
|Notes to the Financial Statements                          
|(Expressed in
      United States Dollars)                 
|                                                           
|For the Years
      Ended September 30, 2007, 2006 and 2005

NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

Our plan of operations is to acquire a business either through
purchase, merger, consolidation, application or other means, so that AMG Oil
would cease being a shell company. Initially, our management anticipates
concentrating our efforts on locating and acquiring a business, properties, or
other assets, or combination thereof, in the oil and gas industry, although our
management may cause us to attempt to acquire a business in another area.
However, there can be no assurance that we will be able to find a suitable
business to acquire, successfully negotiate the terms of any acquisition, or
have the assets to complete any transaction.

These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States on a going
concern basis, which contemplates the realization of assets and the liquidation
of liabilities in the ordinary course of business. They do not include any
adjustments to the recoverability and classification of recorded assets amounts
and liabilities that might be necessary should the Company be unable to continue
as a going concern. The Company has no revenue producing operations and has
incurred recurring operating losses and an accumulated deficit of $2,887,240 at
September 30, 2007. These factors, among others, raise substantial doubt about
the Companys ability to be able to continue as a going concern. The future of
the Company and the realization of its asset values will depend upon the
Companys ability to obtain adequate financing and continuing support from
stockholders and creditors to attain profitable operations.

The Company is an exploration stage enterprise and is required
to identify that these financial statements are those of an exploration stage
enterprise in accordance with paragraph 12 of Statement of Financial Accounting
Standards No. 7 and is focusing on acquiring suitable resource-based assets.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

|a) | Accounting Principles and Use of
  Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The preparation of financial statements is in conformity
      with generally accepted accounting principles used in the United States of
      America, which may require management to make estimates and assumptions
      that would affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the
      financial statements, and the reported amounts of revenues and expenses
      during the fiscal period in which estimates are made. While management
      believes any estimates used would be reasonable, actual results may differ
      from those estimates. Areas requiring the use of estimates include the
      determination of the valuation allowance for deferred income tax
      assets.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|b) | Financial Instruments and Financial Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---

| |      | Financial instruments that potentially subject the
      Company to a concentration of credit risk consist primarily of cash and
      cash equivalents. The Company limits its exposure to credit loss by
      placing its cash and cash equivalents with high quality financial
      institutions.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                       
| | iii) | Currency risk                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                       
| |      | The Companys functional and reporting currency is the
      United States dollar. The Company has not entered into derivative
      instruments or other currency management techniques to offset the impact
      of foreign currency fluctuations.                                                 

|c) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Cash and cash equivalents is comprised of cash and term
      investments with maturities of three months or less, deposited in a
      high-quality financial institution, together with accrued interest
      thereon. Term investments are readily convertible to known amounts of
      cash.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|d) | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Property and equipment are recorded at cost and amortized
      over their useful lives. Currently the Company does not have any property
      and equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|e) | Basic and Diluted Loss per Common Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Basic loss per common share is calculated by dividing the
      loss by the weighted average number of common shares outstanding during
      the year. Diluted loss per common share is calculated by dividing net loss
      by the sum of the weighted average number of common shares outstanding and
      the dilutive common equivalent shares outstanding during the year. Common
      equivalent shares consist of the shares issuable upon exercise of stock
      options and warrants calculated using the treasury stock method. Common
      equivalent shares are not included in the calculation of the weighted
      average number of shares outstanding for diluted loss per common share
      when the effect would be anti-dilutive.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|f) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company accounts for income taxes under an asset and
      liability approach that requires the recognition of deferred tax assets
      and liabilities for the expected future tax consequences of events that
      have been recognized in the Companys financial statements or tax returns.
      In estimating future tax consequences, all expected future events other
      than enactment of changes in the tax laws or rates are considered. If,
      based on available evidence, it is more likely than not that some or all
      of the deferred tax assets will not be realized, a valuation allowance
      against deferred tax assets is recorded.                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|g) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Companys functional currency is the U.S dollar. All
      transactions in currencies other than the U.S. dollar during the year are
      translated at the exchange rate at the date of the transaction. Monetary
      assets and liabilities denominated in a foreign currency are translated at
      the prevailing year-end rate of exchange. Exchange gains or losses are
      included in the Statement of Operations in the year in which they
      occur.                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|h) | Accounting Pronouncements Recently
Issued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The following accounting pronouncements have been
      announced since the filing of the Companys Form 10- KSB, which was filed
      on December 22, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In February 2007, the FASB issued SFAS No. 159, The Fair
      Value Option for Financial Assets and Financial Liabilities. This
      statement permits companies to choose to measure many financial
      instruments and certain other items at fair value. This statement expands
      the use of fair value measurement and applies to
  companies                                                                                                                                                                                                                                                                                                                                                                                                 

---

that elect the fair value option. The fair value option established
  by this statement permits all entities to choose to measure eligible items at
  fair value at specified election dates. This statement is effective as of the
  beginning of fiscal years that begin after November 15, 2007. SFAS 159 is not
  expected to have a material impact on the Companys financial position,
  results of operations or cash flows.

In September 2006, the U.S. Securities
  and Exchange Commission issued Staff Accounting Bulletin 108 (SAB 108).
  The interpretations in this bulletin express the staffs views egarding
  the process of quantifying financial statement misstatements and are being issued
  to address diversity in practice in quantifying financial statement misstatements
  and the potential under current practice for the build up of improper amounts
  on the balance sheet. SAB 108 is not expected to have a material impact on the
  Companys financial statements.

In September 2006, the FASB issued
  Statement of Financial Accounting Standards No. 157, Fair Value Measurements
  (SFAS No. 157). 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
  does not require any new fair value measurements, however, for some entities
  the application of this statement will change current practice. SFAS No. 157
  is effective for financial statements issued for fiscal years eginning after
  November 15, 2007, and interim periods within those fiscal years, although early
  adoption is permitted. SFAS 157 is not expected to have a material impact on
  the Companys financial statements.

In June 2006, the FASB issued FASB Interpretation No. 48 (FIN
  48) entitled Accounting for Uncertainty in Income Taxes 
  an interpretation of SFAS No. 109. The interpretation clarifies the accounting
  for uncertainty in income taxes recognized in an enterprises financial
  statements in accordance with SFAS No. 109, Accounting for Income Taxes. The
  valuation of a tax position in accordance with this interpretation is a two-
  step process. Under the recognition step an enterprise determines whether it
  is more likely than not that a tax position will be sustained upon examination
  based on the technical merits of the position. Under the measurement step a
  tax position that meets the more-likely-than-not recognition threshold is measured
  to determine the amount of benefit to recognize in the financial statements.
  The tax position is measured at the largest amount of benefit that is greater
  than 50 percent likely of being realized upon ultimate settlement. FIN 48 is
  effective for fiscal years beginning after December 15, 2006. Earlier application
  of the provisions of this interpretation is encouraged if the enterprise has
  not yet issued financial statements, including interim financial statements,
  in the period this interpretation is adopted. FIN 48 is not expected to have
  a material impact on the Companys financial statements.

NOTE 3 - RELATED PARTY TRANSACTIONS

During the 2007 fiscal year, the Company incurred $46,304
(2006: $12,255 and 2005: $5,652) of mainly general and administrative costs
through DLJ Management Corp. (DLJ), a wholly owned subsidiary of Trans-Orient
Petroleum Ltd. (Trans-Orient). The amount represents costs incurred by DLJ on
behalf of the Company. At September 30, 2007, the Company owes DLJ $2,535 (2006:
$2,838 and 2005: $Nil). Trans-Orient was the controlling shareholder of the
Company from March 4, 2003 to November 29, 2005 and is related to the Company
through a common director.

During the 2007 fiscal year a Director was paid $9,421 (2006:
$5,553) indirectly through DLJ for time spent on the Company.

These transactions are measured by the exchange amount, which
is the amount agreed upon by the transacting parties and are on terms and
conditions similar to non-related parties.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

The Company is not aware of any events of non-compliance in its
operations with any environmental laws or regulations nor of any potentially
material contingencies related to environmental issues. However, the Company
cannot predict whether any new or amended environmental laws or regulations
introduced in the future will have a material adverse effect on the future
business of the Company. The Company has no significant commitments or
contractual obligations

---

with any parties respecting executive compensation, consulting
arrangements or other matters, except as disclosed. Rental of premises is on a
month-to-month basis.

NOTE 5 - COMMON VOTING STOCK

Authorized and Issued Capital Stock

The authorized share capital of the Company is 100,000,000
shares of common stock with a par value of $0.00001 per share.

|                                       |  | Number          |  |   | Stated    | 
|-------------------------------------- |  | --------------- |  | - | --------- | 
|Issued and fully paid:                 |  | of
      Shares |  |   | Value     | 
|Balance at September 30, 2005          |  | 16,600,000      |  | $ | 2,835,875 | 
|Private placement, net of issue costs  |  | 6,000,000       |  |   | 1,358,957 | 
|Shares issued, rights                  |  | 600,000         |  |   | -         | 
|Balance at September 30, 2007 and 2006 |  | 23,200,000      |  | $ | 4,194,832 | 

Share Purchase Warrants

At September 30, 2007 and 2006, the following share purchase
warrants were outstanding:

|Number 
      Of Shares | Price 
      per Share | Expiry 
      Date
|----------------------- | ---------------------- | ------------------
|6,600,000               | 0.50                   | February 28, 2008 

Stock Options

At September 30, 2007 and 2006, the following stock options were outstanding:

|Number    | Price           | Expiry           
|--------- | --------------- | -----------------
|Of Shares | per
      Share | Date             
|396,000   | 0.25            | February 28, 2008

NOTE 6 - INCOME TAXES

SFAS No. 109: Accounting for Income Taxes requires that
deferred income taxes reflect the tax consequences on future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts.

The provision for income taxes differs from the result that
would be obtained by applying the statutory tax rate of 34% (2006 and 2005 
34%) to income before income taxes. The difference results from the following
items:

|                                            |   | 2007   |   |   | 2006    |   |   | 2005   |  
|------------------------------------------- | - | ------ | - | - | ------- | - | - | ------ | -
|Computed expected (benefit of) income taxes | $ | (8,612 | ) | $ | (12,299 | ) | $ | (6,383 | )
|Non-deductible expenses                     |   | 1,492  |   |   | -       |   |   | -      |  
|Increase in valuation allowance             |   | 7,120  |   |   | 12,299  |   |   | 6,383  |  
|Income tax
      provision                  | $ | -      |   | $ | -       |   | $ | -      |  

Pursuant to SFAS 109, the potential benefit of net operating
loss carry-forwards has not been recognized in the financial statements since
the Company cannot be assured that it is more likely than not that such benefit
will be utilized in future years. The components of the net deferred tax asset,
the statutory tax rate, the effective tax rate and the elected amount of the
valuation allowance are as follows:

---

|                                  |   | 2007     |   |   | 2006     |   |   | 2005     |  
|--------------------------------- | - | -------- | - | - | -------- | - | - | -------- | -
|Net operating loss carry-forwards | $ | (952,820 | ) | $ | (931,878 | ) | $ | (895,705 | )
|Statutory tax rate                |   | 34%      |   |   | 34%      |   |   | 34%      |  
|Deferred tax asset                |   | 323,959  |   |   | 316,839  |   |   | 304,540  |  
|Valuation allowance               |   | (323,959 | ) |   | (316,839 | ) |   | (304,540 | )
|Net deferred tax asset            | $ | -        |   | $ | -        |   | $ | -        |  

A valuation allowance has been established and, accordingly, no
benefit has been recognized for the Companys deferred tax assets. The Company
believes that, based on a number of factors, the available objective evidence
creates sufficient uncertainty regarding the realizability of the deferred tax
assets such that a full valuation allowance has been recorded. These factors
include the Companys current history of net losses and the expected near-term
future losses. The Company will continue to assess the realizability of the
deferred tax assets based on actual and forecasted operating results.

The operating losses amounting to $952,820 will expire between
2017 and 2027 if they are not utilized. The following lists the fiscal year in
which the loss was incurred and the expiration date of the operating loss
carry-forwards:

|Fiscal year |   | Amount  |  |  | Expiration Date | 
|----------- | - | ------- |  |  | --------------- | 
|1997        | $ | 21,888  |  |  | 2017            | 
|1998        |   | 178,010 |  |  | 2018            | 
|1999        |   | 88,971  |  |  | 2019            | 
|2000        |   | 246,302 |  |  | 2020            | 
|2001        |   | 124,313 |  |  | 2021            | 
|2002        |   | 90,766  |  |  | 2022            | 
|2003        |   | 62,593  |  |  | 2023            | 
|2004        |   | 64,089  |  |  | 2024            | 
|2005        |   | 18,773  |  |  | 2025            | 
|2006        |   | 36,173  |  |  | 2026            | 
|2007        |   | 20,942  |  |  | 2027            | 
|Total       | $ | 952,820 |  |  |                 | 

NOTE 7  SUBSEQUENT EVENTS

On October 1, 2007, the Company entered into a consulting
agreement to provide advisory services to the Company on an on-going basis and
includes monthly compensation of CDN$5,000 per month. This agreement can be
terminated by giving the consultant one months termination notice.

---