UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549






                                  FORM 10-KSB

            [x]   Annual Report pursuant to section 13 or 15(d)
                    of the securities exchange act of 1934

                 For the fiscal year ended September 30, 2002
                                      OR
            [ ]  Transition Report pursuant to section 13 or 15(d)
                    of the securities exchange act of 1934

                                 AMG Oil Ltd.
                (Name of Small Business Issuer in its charter)

              NEVADA                                        N.A.
   (State or other jurisdiction                      (I.R.S. Employer
       of incorporation )                           Identification No.)


              Suite 1400, 700 - 4th Avenue, Calgary, AB, T2P-3J4
             (Address and Zip code of Principal Executive Offices)

                                (403) 508-2421
                Issuer's telephone number, including area code

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

             Securities registered under Section 12(g) of the Act:
                                     NONE
                               (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  [x] YES   [ ] NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not 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.  [ ] YES  [x] NO

As of December 16, 2002, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $490,000 based upon a $0.025 per share
trading price on that date.

The registrant's revenues for its most recent fiscal year were $3,856.

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date: 19,600,000 Shares Common
Stock. $.00001 par value per share.

                     Documents Incorporated By Reference:
               Certain Exhibits indicated in response to ITEM 13

<PAGE>
PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

GLOSSARY OF INDUSTRY TERMS

  Currency and Measurement

All currency amounts in this Form 10-KSB are stated in United States dollars
unless otherwise indicated.

  Metric and Imperial Units

Conversion from metric units into imperial equivalents is as follows:

Metric Units        Imperial Units

hectare             2.471 acres
meter (m)           3.281 feet
kilometer (km)      0.621 miles (3,281 feet)

  Geologic Time

                                   Number of Years
Name of Era    Name of Period      before Present (Millions)

Quaternary     Holocene            0 to 0.4
               Pleistocene         0.4 to 1.8
Tertiary       Pliocene            1.8 to 5.0
               Miocene             5.0 to 24
               Oligocene           24 to 38
               Eocene              38 to 56
               Paleocene           56 to 66
Mesozoic       Cretaceous          66 to 140
               Jurassic            140 to 200
               Triassic            200 to 250
Paleozoic      Permian             250 to 290
               Carboniferous       290 to 365
               Devonian            365 to 405
               Silurian            405 to 425
               Ordovician          425 to 500
               Cambrian            500 to 570
Precambrian    Precambrian         > 570

  Other Geological Expressions

"Anticline" is a geologic structure in which the sedimentary strata are folded
to form an arch or dome.

"Appraisal Well" is a well drilled after an existing discovery well to
determine the extent of the resources of the field.

"Basin" is a segment of the crust of the Earth in which thick layers of
sediments have accumulated over a long period of time.

"Condensate" refers to hydrocarbons associated with natural gas which are
liquid under surface conditions but gaseous in a reservoir before extraction.

"Depletion" is the reduction in petroleum reserves due to production.

"Development" refers to the phase in which a proven oil or gas field is brought
into production by drilling and completing production wells and the wells, in
most cases, are connected to the petroleum gathering system.

"Discovery" is the location by drilling of a well of an accumulation of gas,
condensate or oil reserves, the size of which may be estimated but not
precisely quantified and which may or may not be commercially economic,
depending on a number of factors.

"Dry Hole" is a well drilled without finding commercially economic quantities
of hydrocarbons.

"Exploration Well" is a well drilled in a prospect without knowledge of the
underlying sedimentary rock or the contents of the underlying rock.

"Farm In" or "Farm Out" refers to a common form of agreement between or among
petroleum companies where the holder of the petroleum interest agrees to assign
all or part of an interest in the ownership to another party that is willing to
fund agreed exploration activities which may be more or less than the
proportionate interest assigned to such other party.

"Fault" is a fracture in a rock or rock formation along which there has been an
observable amount of displacement.

"Field" is an area that is producing, or has been proven to be capable of
producing, hydrocarbons.

"Formation" is a reference to a group of rocks of the same age extending over a
substantial area of a basin.

"Frontier Exploration" is exploration in an area that has seen little previous
exploration but offers the potential for the discovery of large reserves of
hydrocarbons.

"Geology" is the science relating to the history and development of the Earth.

"Hydrocarbon" is the general term for oil, gas, condensate and other petroleum
products.

"Lead" is an inferred geological feature or structural pattern which on further
investigation may be upgraded to a prospect.

"Participating Interest" or "Working Interest" is an equity interest, compared
with a royalty interest, in an oil and gas property whereby the participating
interest holder pays its proportionate or agreed percentage share of
development and operating costs and receives its proportionate share of the
proceeds of hydrocarbon sales after deduction of royalties due on gross income.

"Pay Zone" is the stratum or strata of sedimentary rock in which oil or gas is
found.

"Permit" or "License" is an area that is granted for a prescribed period of
time for exploration, development or production under specific contractual or
legislative conditions.

"Pipeline" is a system of interconnected pipes that gather and transport
hydrocarbons from a well or field to a processing plant or to a facility that
is built to take the hydrocarbons for further transport, such as a gas
liquefaction plant.

"Play" is a combination of geologic features that have the potential for the
accumulation of hydrocarbons.

"Prospect" is a potential hydrocarbon trap which has been confirmed by
geological and geophysical studies to warrant the drilling of an exploration
well.

"Reservoir" is a porous and permeable sedimentary rock formation containing
adequate pore space in the rock to provide storage space for oil, gas or water.

"Royalty" is the entitlement to a stated or determinable percentage of the
proceeds received from the sale of hydrocarbons calculated as prescribed in
applicable legislation or in the agreement reserving the royalty to the owner
of the royalty.

"Seal" is an impervious sedimentary rock formation overlying a reservoir that
prevents the further migration of hydrocarbons.

"Seep" is the natural flow of oil or gas to the Earth's surface from a
formation or through cracks and faults indicating that a formation containing
hydrocarbons may be located somewhere nearby.

"Seismic" refers to a geophysical technique using low frequency sound waves to
determine the subsurface structure of sedimentary rocks.

"Show" is the detectable presence of hydrocarbons during the drilling of a
well.

"Source Rock" is sedimentary rock, usually fine-grained shale rich in organic
matter, the geologic conditions, including conditions of temperature, pressure
and time, and history of which is favourable for the formation of hydrocarbons.

"Top Seal" is a rock formation through which hydrocarbons cannot move which
lies above a trap and below which hydrocarbons accumulate to form a pool.

"Trap" is a geological structure in which hydrocarbons build up to form an oil,
condensate or gas field.

THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS REGARDING EVENTS
AND FINANCIAL TRENDS WHICH MAY AFFECT THE REGISTRANT'S FUTURE OPERATING RESULTS
AND FINANCIAL POSITION.  SUCH STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES
THAT COULD CAUSE THE REGISTRANT'S ACTUAL RESULTS AND FINANCIAL POSITION TO
DIFFER MATERIALLY FROM THOSE ANTICIPATED IN FORWARD-LOOKING STATEMENTS.  THESE
FACTORS INCLUDE, BUT ARE NOT LIMITED TO, LACK OF REVENUES, COMPETITION, NEED
FOR ADDITIONAL CAPITAL, RISKS ASSOCIATED WITH EXPLORING, DEVELOPING, AND
OPERATING AN OIL AND NATURAL GAS FIELD, AND FLUCTUATIONS IN THE MARKET FOR OIL
AND NATURAL GAS.

a) BUSINESS DEVELOPMENT

AMG Oil Ltd. (the "Registrant"), a junior natural resource company engaged in
the acquisition and exploration of mineralized properties, was incorporated on
February 20, 1997 under the name "Trans New Zealand Oil Company" by filing its
Articles of Incorporation with the Secretary of State of Nevada. The Registrant
changed its name to AMG Oil Ltd. on July 27, 1998. The Registrant's fiscal year
end is September 30.

The Registrant's operations are conducted through its wholly-owned subsidiary,
AMG Oil (NZ) Limited (the "NZ Subsidiary") and an exploration office in
Wellington, New Zealand maintained by Indo-Pacific Energy Ltd., the operator of
Petroleum Exploration Permit 38256 ("PEP 38256" or the "Permit"), further
described below. The Registrant intends to participate in the exploration and,
where warranted, development of its property and to investigate and to acquire
interests in other oil and gas properties in the Austral-Pacific region.

Shares of Common Stock of the Registrant became quoted through the facilities
of the Over-the-Counter Bulletin Board ("OTC BB"), United States, on May 19,
1997, where its shares continued to be quoted through that facility under the
symbol "AMGO" until August 1, 1999.  On August 1, 1999, the Registrant's shares
discontinued from trading on the OTC BB due to the Registrant's failure to
become a "Reporting Issuer" under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").  Since August 1, 1999, the Registrant's shares
have been quoted on the "Pink Sheets", operated by the National Quotation
Bureau, under the symbol "AMGO".

At December 16, 2002, the authorized capital of the Registrant was 100,000,000
shares of Common Stock, par value $0.00001 per share, of which 19,600,000
shares of Common Stock were issued and outstanding.

b) BUSINESS OF THE ISSUER

The Registrant is a Calgary, Alberta, Canadian based oil and gas exploration
company with a participating interest in PEP 38256, a hydrocarbon exploration
permit  for and area located on the South Island of New Zealand.  PEP 38256 was
previously divided into two areas: (a) the North Area which contains the
Arcadia Prospect and (b) the South Area which contains the Ealing Prospect
(collectively, "PEP 38256" or the "Permit"), however after the Company and the
other joint venture partners drilled unsuccessfully, both the Arcadia Prospect
and Ealing Prospect, certain joint venture partners reorganized their equity
interests in the Permit to combine both the North and the South areas into one
area to streamline the Permit operations area.  The permit ownership interests
of the Registrant and its joint venture partners in these two areas is the
following:

Company
-------
AMG Oil Ltd.                            52.5%
Indo-Pacific Energy Ltd.                20%
Magellan Petroleum Australia Limited    7.5%
Durum Cons. Energy Corp.                10%
Orion Exploration Ltd.                  10%

The assessment of the potential of this property to contain petroleum reserves
involves, among other things, a consideration of discoveries made by third
parties on properties adjacent to, or, depending on circumstances, in the area
covered by the Permit. Geological conditions are, however, unpredictable. The
discovery of reserves on properties adjacent to, or in the area of, properties
of the Registrant is no assurance that commercially recoverable reserves of oil
and gas will be discovered in the area covered by the Permit.

The Registrant has received no revenue from oil & gas operations to date, is in
a start-up phase with its existing assets and has no significant assets,
tangible or intangible, other than the opportunities for its interest in PEP
38256 disclosed herein. The Registrant has no history of earnings and there is
no assurance that the business of the Registrant will be profitable. As at the
end of the Registrant's fiscal year dated September 30, 2002, the Registrant
has an accumulated deficit of $2,401,062 and the Registrant is expected to
continue incurring operating losses and accumulating deficits in future
periods.   The Registrant has no significant future obligations with respect to
PEP 38256.

The Registrant proposes 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, the Registrant's activities may be curtailed and this may adversely
affect the Registrant's ability to carry out the required level of expenditures
to earn a larger equity interest in the Permit or ultimately to maintain its
concession in good standing under the laws of New Zealand (as explained below)
or both.

None of the Registrant's current officers are employed directly by the
Registrant, and all officers devote less than 20% of their time to the
Registrant's business. All of the Registrant's 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 the Registrant.

There is no assurance that the Registrant will earn revenue, operate profitably
or provide a return on investment to its security holders. The Registrant's
activities to date have consisted primarily of efforts to raise funds, acquire
an interest in PEP 38256, currently its sole exploration permit, conduct
preliminary seismic and geological studies over the Permit and participate in
drilling the Ealing-1 and Arcadia -1 exploration wells which occurred in the
fall of 2000.  Neither of these exploration wells discovered hydrocarbons. Both
wells were fully logged, in accordance with good oil field practice, and
neither electric nor mud log data showed any evidence for the presence of
producible hydrocarbons in either well, nor were any visible oil shows observed
in rock cuttings samples; and both wells were, therefore, plugged and abandoned
as dry holes. As currently structured, the Registrant intends to derive all of
its revenue from a discovery of commercial quantities of hydrocarbons in PEP
38256. By drilling the two exploration wells, and subsequently conducting a
review of the remaining exploration prospectivity of the permit area, the
Registrant and its joint venture partners have met all the work obligations for
the first five year term of the Permit, under which the Permit was granted by
the government of New Zealand. The Registrant and its joint venture partners
have evaluated the information gained from drilling the Arcadia-1 and Ealing-1
exploration wells, and linked this to the existing seismic and geological data
base, and have also reprocessed selected seismic lines to highlight their
seismostratigraphic character and their amplitude versus offset
characteristics, in order to determine what, if any, future exploration
programs should be conducted on the Permit.  This work has indicated that the
best remaining exploration potential is in the Rakaia Trough area, remote from
either of these two wells. To develop this exploration potential to the point
where drilling might be considered in the future, it will be necessary to
acquire additional seismic data in this area. The Registrant and its joint
venture partners have yet to decide whether or not to acquire such seismic
data.

Should the Registrant and its joint venture partners decide that future
exploration is warranted, a critical part of the Registrant's business plan
will require it to fund its share of future seismic and drilling exploratory
costs.  There can be no assurance that the Registrant will be able to
successfully raise the capital required, when required, to meet its
proportionate costs, or that it will be successful in discovering commercial
quantities of hydrocarbons, or that it will have access to funds to develop a
successful discovery without significant dilution or cost to the Registrant's
stockholders.

WE MAY BE UNABLE TO CONTINUE AS A GOING CONCERN.

The Registrant's auditors have expressed considerable doubt as to the
Registrant's ability to continue as a going concern.  The Registrant will be
unable to continue as a going concern if it is unable to earn sufficient
revenues from its operations or to raise additional capital through debt or
equity financings to meet our working capital and joint venture capital
contribution obligations.  At December 16, 2002, we had working capital of
approximately $146,000.  Currently, the Registrant's management has determined
that the future capital necessary to carry out its new work program described
below, after the Registrants previous work program expired on August 25, 2002
is $100,000.  If the Registrant does not raise the capital required to complete
the work program while allowing the Registrant to continue operating, it will
be unable to continue as a going concern and you may lose your entire
investment.

NEW ZEALAND PETROLEUM EXPLORATION PERMITS

Under the New Zealand Crown Minerals Act of 1991 ("CMA"), an exploration
permit, such as PEP 38256, grants the right to explore for hydrocarbons for a
term of five years and may be extended for up to a further five years over half
its area on conditions the Minister of Economic Development, in its sole
discretion, considers appropriate.  If the Registrant and its permit partners
(collectively referred to as the "Holder") discover a deposit or occurrence of
petroleum, and satisfies the Minister that the results of exploration justify
granting a production permit, the Holder may, on application before the expiry
of the exploration permit, obtain a production permit for up to 40 years for
such part of the land as the deposit or occurrence relates to. Changes to the
conditions prescribed in a permit may be made by application to the Minister,
provided the Holder is in substantial compliance with the conditions of the
Permit. The Holder is presently in compliance with the permit conditions.

PEP 38256 was originally granted on August 25, 1997. The exploration permit was
issued for a term of five years. The Holder was required to relinquish  50% of
the permit area at the end of three years, on August 25, 2000. This
relinquishment has been made and approved by the Minister of Economic
Development.

The Holder is required to complete a work program approved by the Ministry of
Economic Development as the delegated regulatory agency, as disclosed herein,
to maintain the permit in good standing.

The Permit terms consist of three schedules, which define the permit area, work
program and milestones, and the royalties payable to the New Zealand government
upon commercial discovery. PEP 38256 originally encompasses an area of 11,183
square kilometers (approximately 2,800,000 acres) on the east coast of the
South Island of New Zealand. The activities under the work program must be
completed prior to the dates specified in the second schedule in order to
maintain the Permit in good standing.


Non-compliance with any items of the work program obligation may result in
revocation of the Permit in the sole discretion of the Ministry of Economic
Development as the relevant regulatory agency and authority charged with
administering all permits to explore the Crown's mineral estate.  Before such a
revocation occurs, however, the Minister of Economic Development must first
issue a notice of default to the Holder and the Holder has 60 days to cure the
default. The Registrant and its permit partners have satisfied all of the
obligations of the first five year term of the permit work program, to August
25, 2002 by drilling the Ealing-1 and Arcadia-1 exploration wells and were
recognized by the Minister of Economic Development as being in good standing
until August 25, 2002. A work program which will maintain the permit in good
standing for the first 18 months of the second five year term of the permit
(i.e., until February 25, 2004) has now been accepted and approved by the
Ministry of Economic Development. This program consists of reprocessing of 30
km of existing seismic data, acquisition of magnetotelluric data in the
vicinity of the Rakaia Trough and fluid inclusion analysis on cuttings samples
from the Ealing-1 well. All parties to the PEP 38256 joint venture, including
the Registrant, have committed to carry out this work within the specified
period. These work items are budgeted to cost no more than $100,000 (Registrant
52.5% share). Following a 50% surrender of acreage, the retained area of PEP
38256 throughout the second five year term commencing August 25, 2002 amounts
to 2,794 sq km (690,000 acres), including the Rakaia Trough. The Registrant and
its partners will be required, prior to February 2004, to complete this program
of work and put forward for consideration by the Ministry of Economic
Development a proposed program of work for the remainder of the second five
year term following February 25, 2004, else relinquish the permit at that time.
This future program of work would most probably include additional seismic
acquisition, leading to commitment to drilling a well. There can be no
assurance that the Registrant would be able to meet the financial obligations
of such seismic acquisition and drilling obligations; and, therefore, that the
Registrant would be able to participate in future drilling.
A holder may also apply for an extension of time with respect to any of the
second schedule requirements, but the Minister of Economic Development will
generally only consider delays related to local government environmental
reviews and insurmountable logistics problems, such as the non-availability of
a suitable rig to drill at the required time.

The Permit's third schedule specifies royalties payable to the New Zealand
government under the Crown Minerals Program for Petroleum of 1995. When an
exploration permit is exchanged for a production permit upon a commercial
discovery, the Holder is obligated to pay royalties at the higher of 5% of net
sales revenues or 20% of accounting profits. The 5% royalty on net sales is
payable within 30 days of the calendar quarter end. Net sales are calculated as
gross sales plus hydrocarbons produced but not yet sold, less transportation,
storage costs and certain other adjustments to sales. The comparison of the 5%
royalty to the 20% accounting profits is calculated on an annual basis and
payable 90 days subsequent to the end of the calendar year. Accounting profits
is defined as the excess of net sales revenues over the total of allowable
deductions. Allowable deductions are the sum of the following costs incurred in
the current year less any capital proceeds received during the year:

        1.  Production costs
        2.  Capital costs (exploration and development costs, permit
            acquisition costs and feasibility costs)
        3.  Indirect costs
        4.  Abandonment costs
        5.  Operating and capital overhead allowances
        6.  Operating losses and capital costs carried forward to future
            reporting periods
        7.  Abandonment costs carried back to prior reporting periods

NEW ZEALAND ENVIRONMENTAL REGULATION

The Registrant's interest in PEP38256 is governed under the Resource Management
Act of 1991, ("RMA") which applies to lands and waters within twelve miles of
coastal areas. The RMA controls users of natural and physical resources, with a
view to managing resource usage in ways that will not compromise future
utilization. The RMA places the emphasis on the assessment of the proposed
activities' impact on the environment and sustainable management of the
environment.

Under the RMA, regional and district councils govern resource management.
Regional and district councils have each established their own rules and
standards for environmental assessments and required degrees of consultation.
These rules may limit industries to designated areas or stipulate terms related
to land use or development of a natural resource, depending on the
environmental or social effects.  Applications, such as the Registrant's
application to drill within PEP38256, may require public notice and allow
public involvement in the assessment process. Adverse decisions made by a
regional or district council may be appealed to the Environmental Court.


EMPLOYEES AND CONSULTANTS

The Registrant has no employment agreements with any persons.  The Registrant's
directors and officers provide their respective services for the Registrant
gratis and are not compensated; except, Mr. David Bennett, a director of the
Registrant, was paid $650 for the 2002 fiscal year (2001: $7,879) and Mr.
Michael Hart, a director of the Registrant, was paid a one-time fee of $326 in
the 2001 fiscal year for covering costs of attending a meeting of the
Registrant.

The Registrant is in the start-up stage and none of the Registrant's executive
officers have employment agreements with the Registrant. Mr. Cameron Fink
(President) and Mr. David Bennett (Vice-President of Exploration) devote less
than 20% of their time to the Registrant's business. The Registrant does not
have any employees, as the operator, Indo-Pacific Energy Ltd., of which Mr.
Bennett is the President and CEO, conducts exploration activities on PEP 38256
on behalf of the joint venture. As the operator incurs expenses on the permit,
the operator submits cash calls on a periodic basis to the Registrant. The
dollar value of the cash calls submitted by the operator to the Registrant will
be based upon the Registrant's percentage interest in PEP 38256. All of the
Registrant's geological, exploration and technical services are provided by
consultants who bill their services to the joint venture. The Registrant also
receives corporate services from DLJ Management Corp., a subsidiary of
Trans-Orient Petroleum Corp. The services consist of shareholder relations and
communications, administrative and accounting support. DLJ Management Corp.
provides their services on an hourly basis and has devoted less than 25% of
their time to matters related to the Registrant. DLJ Management Corp. bills
monthly for its services on a cost recovery basis for labor and rent, office
costs, and employee benefits.



ITEM 2.  DESCRIPTION OF PROPERTY.

New Zealand is a stable, English speaking, multiracial parliamentary democracy,
with a population of about 3.8 million, which was extensively settled by people
of dominantly British heritage during the 19th century. Settlement by
Polynesian peoples (the Tangata Whenua or Maori people) had occurred during the
preceding few hundred years, associated with major canoe voyages of discovery
across the Pacific Ocean from Hawaii and other Pacific centers of Polynesian
culture. Continuing immigration over the last century has resulted in a modern,
prosperous and widely diversified multiracial society and Western democracy
similar in many respects to that of the United States.  People of dominantly
Maori descent total about 20% of the population, and are fully integrated and
enfranchised members of New Zealand society. Extensive intermarriage between
Maori, European and others has resulted in a situation where a large proportion
of people of Maori descent are indistinguishable in life style, customs and
even appearance from other descents. While certain parts of New Zealand, most
notably in rural parts of the North Island, have higher proportions of people
of Maori descent, there are no reservations or areas which are exclusively one
people or another, and all land title is held under law common to all New
Zealanders. The South Island of New Zealand, where the Registrant's permit is
situated, has about a quarter of the total population of New Zealand, and a
much lesser percentage of people of Maori descent; with a population density of
about 15 per sq mile (cf United States about 100 per sq mile). Unlike the
United States, all petroleum rights are held by the Crown (i.e., the people of
New Zealand) which administers the award and regulation of exploration rights
via the Ministry for Economic Development. Under the mid 19th century Treaty of
Waitangi, signed between the Maori peoples and Britain (which at that time
claimed New Zealand as a colony), the Crown is obligated to consult with the
relevant Maori authorities before grant of any exploration permit, and the
Crown further undertakes to separate the permit holder from any Maori claim on
petroleum, should any such claim be made.

The Registrant maintains a 120 square foot head office space, on a rent free
basis, located at Suite 1400, 700 - 4th Avenue, Calgary, Alberta, Canada, from
which the President of the Registrant conducts business on behalf of the
Registrant.  The operator conducts business on behalf of the Registrant
directly related to PEP 38256 in a 4000 square foot operations office in
Wellington, New Zealand. This office space is shared with the operator of PEP
38256, Indo-Pacific Energy Ltd., TAG Oil Ltd. and one other exploration company
and the operator bills the Registrant monthly for the facility on the basis of
actual hours worked in a given month for activities directly related to the
Permit.

The Registrant currently has no oil or gas producing properties and at present,
no known deposits of oil or gas. Currently, the sole asset owned by the
Registrant is its 52.5% interest of PEP 38256. Indo-Pacific Energy Ltd. is the
operator on PEP 38256 and is carrying out the required exploration programs on
behalf of the joint venture pursuant to an operating agreement dated June 25,
1998 and under which the Registrant's initial interest in the Permit was
acquired. Under the terms of the operating agreement, each participant in the
Permit is entitled to a specified equity share or percentage in the Permit
provided each participant pays for its pro rata share of expenditures or cash
calls related to the development of the Permit. The level of expenditures and
the work program are determined by agreement between the members of the joint
venture, who vote pro rata with respect to their equity share with respect to
expenditure proposals. The Registrant holds a veto vote over expenditure
proposals, and other than work which is obligatory under the conditions of the
Permit, cannot be forced into any expenditure it does not approve. If any
participant, including the operator, does not meet its required obligations or
pay its portion of the cash calls, that participant will automatically
relinquish its interest to the other participants in the Permit.

On June 25, 1998, Indo-Pacific Energy Ltd. and Trans-Orient Petroleum Ltd.
granted two options to the Registrant. The first option was for the Registrant
to acquire a 30% interest upon payment of past costs and costs associated with
a 125-mile seismic program designed to identify two drilling prospects. This
option was exercised on August 4, 1998. The second option entitles the
Registrant to acquire up to a further 50% interest on payment of any additional
required seismic studies and for the cost of drilling up to two exploratory
wells.

These options were modified by three subsequent agreements dated December 3,
1998, October 26, 1999 and February 23, 2000, respectively, which extended the
period of time in which the Registrant must exercise its option to acquire a
further interest in PEP 38256 to June 16, 2000.

On March 31, 2000, Indo-Pacific Energy Ltd. and Trans-Orient Petroleum Ltd.
concluded a transaction under which all of the oil and gas assets of
Trans-Orient Petroleum Ltd. were sold to Indo-Pacific Energy Ltd., including
Trans-Orient Petroleum Ltd.'s interest in PEP 38256. After the transaction was
concluded the interest holders in PEP 38256 was the Registrant (30%) and
Indo-Pacific Energy Ltd. (70%).

On June 8, 2000 Indo-Pacific Energy Ltd., the operator of PEP38256, and the
Registrant completed the processing and interpretation of the third stage of
the planned seismic to further detail drilling locations for the Arcadia and
Ealing prospects. The Arcadia prospect is situated in the North Area of the
permit area, adjacent to the Rangiora Trough, where sedimentary rocks covering
an area of approximately 25,000 acres are buried at sufficient depth to provide
a potential hydrocarbon charge. The Ealing prospect is located in the South
Area of the permit and has been mapped as a potential hydrocarbon trap over
approximately 15,000 acres. The target is adjacent to the main fault that
bounds the Ealing structure.

On June 28, 2000 the Registrant exercised its option to acquire an additional
50% participating interest PEP38256 from Indo-Pacific Energy Ltd. Under the
terms of the option agreement, the Registrant would earn the interest by
funding the entire costs of drilling and testing two exploration wells. The
planned depth for each of the Ealing-1 and Arcadia-1 wells was 6000 feet to
reach the potential targets, with several targets both above and below the
Homebush Sandstones that reside as a geological formation at 6000 feet. The
costs to drill the two wells, including the mobilization cost of the drilling
rig, was $1,550,000.

In order to fund the costs of drilling the Ealing-1 and Arcadia-1 wells, the
Registrant entered into three farm out agreements with third parties under
which the Registrant assigned a portion of its 80% interest in exchange for
each of the third parties paying a portion of the drilling costs on the two
wells.

The first farm out agreement was entered into with Orion Exploration Limited
("Orion"), a subsidiary of the Orion Group, on October 9, 2000. Pursuant to the
agreement Orion earned a 10% interest in both the South Area and North Area of
PEP 38256 by reimbursing the Company for a portion of past exploration costs,
and by contributing 20% to the cost of drilling both the Ealing-1 and Arcadia-1
wells.

The second farm out agreement was entered into with Magellan Petroleum
Australia Limited ("Magellan") on October 23, 2000. Pursuant to the second farm
out agreement, the Registrant granted Magellan a twenty percent (20%)
beneficial interest in the South Area of PEP 38256, which includes the site of
the Ealing- 1 well. In consideration for the interest, Magellan reimbursed the
Registrant for a portion of past exploration costs, and by contributing 34% to
the cost of drilling the Ealing-1 well. The agreement also provided Magellan
with the opportunity to acquire up to a 20% interest in the North Area,
including the Arcadia-1 well, after the results of the Ealing-1 well were
determined, and in exchange Magellan would be required to pay the Registrant
for a portion of past exploration costs, and contribute 40% to the cost of
drilling the Arcadia-1 well

Based upon the unsuccessful results from drilling the Ealing-1 well, Magellan
chose not to exercise their option to acquire an interest in the North Area;
and pursuant to the terms of the farm in agreement, Magellan chose to reduce
its beneficial interest in the South Area to twelve percent (12%).

The third farm out agreement occurred on November 20, 2000 when the
Registrant's board of directors ratified a letter agreement earlier entered
into with TAG Oil Ltd. ("TAG"). Pursuant to the agreement, the Registrant
granted TAG a twenty percent (20%) beneficial interest in the North Area of PEP
38256, which includes the site of the Arcadia-1 well, with effect from the date
on which the Arcadia-1 well spudded. Pursuant to the agreement TAG earned a 20%
interest in the North Area of PEP 38256 by reimbursing the Registrant for a
portion of past exploration costs, and by contributing 40% to the cost of
drilling the Arcadia-1 well.

During the 2001 fiscal year, as approved by the Minister of Energy of New
Zealand, the Registrant, Magellan, and TAG reorganized their equity interests
in PEP 38256 to streamline permit operations. Under the new terms, the north
and south beneficial acreages were combined into one.

After giving effect to these farm outs and the reorganization, the interests in
PEP 38256 are the following:

Company                                   Percentage Interest
-------                                   -------------------
AMG Oil Ltd.                              52.5%
Indo-Pacific Energy Ltd.                  20%
Magellan Petroleum Australia Limited      7.5%
TAG Oil Ltd.                              10%
Orion Exploration Ltd.                    10%

Petroleum Exploration Permit 38256, South Island


The Canterbury Basin is located both onshore and offshore in the area
surrounding Christchurch, on the South Island of New Zealand. The total area of
the Canterbury Basin, onshore and offshore, is approximately twelve million
acres. The sediments in the Canterbury Basin range in age from Middle
Cretaceous to Miocene. PEP 38256, which covers a portion of the Canterbury
Basin, was granted on August 25, 1997 to Indo-Pacific Energy Ltd. and
Trans-Orient Petroleum Ltd. The permit area is situated in the onshore area
surrounding Christchurch and encompasses 2,760,120 acres or (11,183 square
kilometers). The permit term is five years, but a minimum of 50% was required
to be relinquished within three years. On August 25, 2000 the participants in
PEP 38256 relinquished back to the government of New Zealand 50% of the PEP
38256 permit area that was considered to be of lesser prospectivity. After the
relinquishment, PEP 38256 covered an area of approximately 1.3 million acres,
which contains all the prospects and exploration leads so far identified by the
Registrant and its joint venture partner in the permit. A further
relinquishment of 50% of the remaining area was made in August 2002, as a
standard condition of grant of the permit for a second five-year term; and the
second five year term of the permit was granted over a 2,794 sq km (690,000
acre) area, commencing August 25, 2002.  Any production permits granted will be
for a term of up to 40 years from the date of issue. The Crown in right of New
Zealand has reserved a royalty of the greater, in any one year, of five per
cent of net sales revenue from the sale of petroleum products or 20% of
accounting profits.

The permit is situated within the Canterbury Plains, which cover an area of
more than 3 million acres of flat to gently rolling topography situated on the
eastern side of the main mountain chain. The Plains consist  dominantly of high
value farming land, where agricultural usage includes beef and sheep pastoral,
dairy farming, vineyards, plantation forestry, wheat and other cash crops.
There is a very extensive grid of modern roads and highways, including major
national road and rail arterial links, with modern, wide bandwidth
telecommunications links throughout. The area is serviced by several cities and
ports, most notably the city and port of Christchurch (population ~500,000),
which is also a major business and academic hub and New Zealand's leading
technology center, with numerous software development and other engineering
firms of international standing. The land usage and socio-economic environment
would roughly resemble that of Mid West states such as Illinois, Indiana and
Ohio; with Christchurch being Canterbury's Indianapolis or Columbus.

Prior to the Registrant acquiring its interest PEP 38256, five exploration
wells had been drilled on PEP 38256 since 1914. Four exploration wells in the
offshore part of the Canterbury Basin have been drilled since 1970, two of
which resulted in gas-condensate discoveries. Neither of the gas-condensate
discoveries proved to be economic. The data gathered from these past activities
is relevant in interpreting the geology of PEP 38256, but generally, the area
is lightly explored. The basement rocks are Paleozoic and Mesozoic
metasediments. Overlying these in places are Cretaceous coal measure
formations, and Paleocene and Eocene terrestrial sediments which gradually
become of marine origin towards the eastern part of the basin. Overlying these
formations are Oligocene limestone and sandstone formations, which are
principally marine in origin. The early Miocene period saw the deposition of
marine sandstones and mudstones with a gradation to nonmarine sediments in the
late Miocene period. The Pliocene and Quaternary strata are principally gravels
derived from the formation of the Southern Alps with some volcanics.

The sandstones in the Miocene, Paleocene and late Cretaceous formations are
considered to be potential reservoirs, with lesser emphasis placed on the
Eocene and Oligocene limestones. Interbedded mudstones would provide seals for
the reservoirs. Source formations are thought to be Late Jurassic to Upper
Cretaceous coal formations, and Late Cretaceous Whangai mudstones and Paleocene
Waipawa Black Shale formations, which are identified as source rocks in other
New Zealand basins. With the addition of the two modern wells drilled by the
Registrant and their partners, there is a modern well density of less than 1
well per 500,000 acres in the Canterbury Plains. This compares with onshore
basins in the US Lower 48, such as in West Texas or Oklahoma, where the well
density is typically greater than 1 well per 100 acres, or some 5,000 times
greater than the Canterbury Basin. Similarly with respect to seismic, there is
a density of usable 2D seismic coverage (including seismic acquired by the
Registrant and partners) in the Canterbury Plains of less than 1 mile per
10,000 acres, as compared to densities in US Lower 48 sedimentary basins of
typically considerably greater than 1 mile per 500 acres, not even including
the 3D seismic coverage which now prevails over much of their area. Thus the
Canterbury Plains in general, and the remaining area of PEP 38256 in
particular, have seen exploration intensity of order only 1/1,000 that of
typical onshore US basins. The Ealing-1 and Arcadia-1 wells were fully logged
and evaluated penetrations of the sedimentary sections down to near basement,
with high quality electric and mud log data being obtained. Excellent quality
and thick reservoir rocks, which may be reasonably assumed to extend a good
distance from the well, were intersected in both wells; and the absence of
hydrocarbons in reservoir in both cases allows us to write off the petroleum
discovery potential for at least a typical production unit area of 80 acres
around the well, as a minimum estimate. More conservatively, since Ealing-1 and
Arcadia-1 were drilled high on structure within seismically defined structures
mapped as closed over areas of 15,000 acres and 10,000 acres respectively,
these wells can be reasonably assumed to write off the petroleum discovery
potential of a total 25,000 acres of structural closure. Therefore, even in the
more conservative case, these wells can be considered to have written off the
exploration potential of no more than a few percent of the retained area of the
permit. In summary, after completion of the Registrant's work to date, the PEP
38256 permit remains virtually unexplored over a major proportion of its area,
and the entire Plains area can be characterized as very lightly explored. The
geological information secured in Ealing-1 and Arcadia-1 provides vital control
and understanding of the regional stratigraphy and lithology, important to
ongoing exploration of the permit area.

By the drilling of the Ealing-1 and Arcadia-1 wells, the Registrant and the
other participants in PEP 38256 have completed the work program for the entire
five-year term of the permit to August 2002.  The participants have now also
agreed between themselves and with the regulatory agency, on an ongoing program
of work for the permit area which is designed to provide further understanding
on the unexplored potential of the area. Given the very lightly explored nature
of the entire area, and the fact that neither well provided any test of
petroleum entrapment potential other than in the prospect area immediately
surrounding that well, and given also that these wells have demonstrated that
in a regional sense certain critical requirements for successful petroleum
entrapment, namely structural development, reservoir extent and quality and top
seal extent, do exist, all the participants including the Registrant have
concluded that further exploration of the area is warranted. They have,
therefore, negotiated with the regulatory agency an agreed ongoing program of
work which will develop that potential and  maintain the permit in good
standing to at least February 25, 2004. It is worth noting that in the Ealing-1
well, for example, a 100 feet interval of excellent quality Eocene sandstones
was encountered beneath thick mudstone top seal below 4,000 feet, and a 350
feet interval of even better reservoir sandstones, with porosities averaging in
excess of 30%, was encountered beneath good seal at 5,000 feet depth. Factors
such as this give encouragement that the conditions for hydrocarbon entrapment
and production may well be found elsewhere in the unexplored parts of this
large permit area.

ITEM 3.  LEGAL PROCEEDINGS.

There are no material legal proceedings to which the Registrant 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 the Registrant's shareholders in
the fourth quarter of the Registrant's fiscal year.

                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Registrant's shares trade on the "Pink Sheets" interdealer quotation
operated by the National Quotation Bureau under the symbol "AMGO."  Prior to
August 2, 1999, the Registrant's shares traded on the OTC BB under the trading
symbol "AMGO". Summary trading by quarter for the 2002 and 2001 fiscal years
are as follows:

Fiscal Quarter        High Bid(1)       Low Bid(1)            Volume
      2002
-----------------     -----------       -----------       ----------
First Quarter             0.07               0.015          1,037,200
Second Quarter            0.025              0.01             758,900
Third Quarter             0.024              0.01              32,900
Fourth Quarter            0.025              0.01              95,400

      2001
First Quarter             3.00               0.10           3,107,600
Second Quarter            0.28               0.03           3,783,500
Third Quarter             0.095              0.04           1,388,200
Fourth Quarter            0.10               0.059          1,144,900

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

At December 10, 2002 there were 19,600,000 shares of Common Stock of the
Registrant issued and outstanding.

No cash dividends have been declared by the Registrant nor are any intended to
be declared.  The Registrant is not subject to any legal restrictions
respecting the payment of dividends, except that they may not be paid to render
the Registrant insolvent.  Dividend policy will be based on the Registrant's
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.

As of December 10, 2002 there were 37 holders of record and the Registrant
closing share price on that date was approximately $0.03.

During the 2002 and 2001 fiscal years the Registrant did not issue any
securities.

During the 2000 fiscal year the Registrant issued the following securities at
the following prices. There were no underwriters engaged and no underwriting
discounts or commissions paid. All issuances were made pursuant to Rule
903(b)(3) of Regulation S, promulgated pursuant to the Securities Act.

Date      Type of Security    Number     Proceeds  Exemption
--------  ----------------    ---------  --------  --------------

10/04/00  (1)(2)   Units      5,000,000  $250,000  Rule 903(b)(3)


28/08/00  (3)(4)   Units      400,000    $900,000  Rule 903(b)(3)


(1)  The shares of Common Stock were issued to Trans-Orient Petroleum
     Ltd. (see PART III ITEM 12- CERTAIN RELATIONSHIPS AND RELATED
     TRANSACTIONS) at a price of $0.05 per share for total proceeds of
     $250,000. In relying on the exemption claimed, the Registrant relied on
     the following facts: (i) at the time of the issuance, the Registrant
     was not a reporting company subject to section 13 or 15d of the
     Exchange Act (ii) the shares of Common Stock were fully paid for and
     (iii) the company which received the shares of Common Stock was not
     resident in the United States of America.

(2)  Each Unit consists of one share of Common Stock and one warrant to
     purchase an additional share of Common Stock at any time until April
     10, 2005 at a price of $1.00 per share.

(3)  The shares of Common Stock were issued to Carerra Investments Ltd.
     at a price of $2.25 per share for total proceeds of $900,000. In
     relying on the exemption claimed, the Registrant relied on the
     following facts (i) at the time of the issuance, the Registrant was a
     reporting company subject to section 13 or 15d of the 1934 Exchange Act
     (ii) the shares of Common Stock were fully paid for and (iii) the
     company which received the shares of Common Stock was not resident in
     the United States of America.

(4)  Each Unit consists of one share of Common Stock and one warrant to
     purchase an additional share of Common Stock at any time until August
     28, 2002 at a price of $2.25 per share.

The Registrant established a stock option plan (the "Plan") for directors,
officers, employees and consultants who provide services to the Registrant.,
pursuant to which 3,000,000 shares are reserved for issuance. Any options
issued under the Plan will expire on the earlier of (i) 10 years from the
establishment of the Plan, or (ii) the expiry date assigned to the individual
option grant.

On June 20, 2000 the Registrant's board of directors granted options to acquire
up to 217,500 shares of Common Stock at an exercise price of $1.50 per share to
directors, officers and individuals providing services to the Registrant and
the PEP 38256 joint venture. Additionally, on October 31, 2000 the Registrant's
Board of Directors granted options to acquire up to 15,000 shares of Common
Stock at an exercise price of $2.00 per share to. The options granted are
subject to a vesting schedule whereby 1/6 of the total granted vests every six
months from the date of granting. Additionally the options carry restrictions
on resale whereby a maximum of 25% of the amount vested can be resold in any
30-day period. The directors and officers who were granted options are the
following:

Name            Title       Total Amount  First Vesting Date

Cameron Fink    President   20,000        December 20, 2000(1)
David Bennett   Director    50,000        December 20, 2000(2)
Arthur Evans    Director    15,000        May 1, 2000(3)
Michael Hart    Director    15,000        December 20, 2000(4)
Mark Katsumata  Officer     10,000        December 20, 2000(5)

(1)  On December 10, 2002 of the total amount under option, 20,000
     shares of Common Stock may be acquired under the vesting schedule.
(2)  On December 10, 2002 of the total amount under option, 50,000
     shares of Common Stock may be acquired under the vesting schedule. An
     option to acquire up to 10,000 shares of Common Stock was granted to
     Mr. David Bennett's spouse Jenni Lean. Both Mr. Bennett's options and
     Jenni Lean's options are held within a family trust of which Mr.
     Bennett and Jenni Lean are beneficiaries.
(3)  On December 10, 2002 of the total amount under option, 15,000
     shares of Common Stock may be acquired under the vesting schedule.
(4)  On December 10, 2002 of the total amount under option, 15,000
     shares of Common Stock may be acquired under the vesting schedule.
(5)  On December 20, 2001 the options expired as Mr. Katsumata resigned
     as an officer of the Company.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

The Registrant has been principally involved in the acquisition, interpretation
and mapping of seismic and unsuccessful drilling on PEP 38256 during the past
five years, and therefore has not yet received revenues from operations
profitability or break-even cash flow. As of the date of the Registrant's last
completed fiscal period ending September 30, 2002, a total of $ 1,832,520 was
spent by the Registrant on the Permit. The Registrant currently has no oil or
gas producing properties nor any known deposits of oil or gas. The Registrant
and its permit partners have satisfied the five year obligations under which
the permit was granted by completing the Ealing-1 and Arcadia-1 explorations
wells and has received approval on another five year work program. The
Registrant and its joint venture partners are required or plan to carry out the
following work during the calendar years 2002 and 2003:

Review seismic, drilling and geological data in PEP 38256 in light of the
results of Arcadia-1 and Ealing-1 wells. Reprocess 30 km of existing seismic
data, acquire magnetotelluric data across the Rakaia Trough, complete fluid
inclusion analysis on cuttings samples from the Ealing-1 well, and synthesize
the results in an evaluation of the permit.

In more detail, this will consist of:

a)  Geochemical and petrological review of cuttings from the wells, to
    determine petroleum source potential and reservoir quality
b)  Petrophysical analysis of electric logs and integration with well
    lithology
c)  Completion of a data trade with the permit holder of the adjacent
    offshore area, in order to construct regional synthesis of stratigraphic
    and lithologic correlations and to better identify petroleum source and
    migration parameters;
d)  Reprocessing and reinterpretation of permit seismic data in light of
    the wells, in order to identify and rank other exploration prospects and
    leads within PEP 38256;
e)  Fluid inclusion analysis of Ealing-1 cuttings samples to seek evidence
    for hydrocarbon presence; and
f)  Magnetotelluric sounding to determine the thickness, hence level of
    thermal maturity and petroleum generative potential, of sedimentary rocks
    in the Rakaia Trough


Total cost of this work is budgeted at $150,000, of which the Registrant's
share is $78,750. At September 30, 2002, the Registrant has approximately
$154,000 in working capital. The Registrant's required future expenditures for
the period up to September 30, 2003 are approximately $120,000 and relate to
the evaluation of the permit area as described above and accounting, legal and
administrative expense.

The Registrant and its partners have reached agreement with the regulatory
agency (Ministry of Economic Development) whereby the permit has been extended
beyond August 25, 2002 into its second five-year term over an area of 2,794 sq
km ( 690,000 acres), on the basis of an obligatory program of work to be
completed by February 25, 2004, which consists of 30km of seismic reprocessing,
fluid inclusion analysis on Ealing-1 cuttings samples, and magnetotelluric
soundings across the Rakaia Trough. A further work program will be required to
be negotiated prior to February 25, 2004 to extend the permit to the end of its
second five-year term in August 2007.. As the work program beyond February 2004
has yet to be negotiated with the Government of New Zealand, the capital
necessary to carry out the work program cannot be determined at this time.
However, the Registrant considers it probable that any such work program beyond
February 2004 will require an amount of capital that exceeds the Registrant's
current working capital. It is therefore likely that the Registrant currently
does not have sufficient capital to satisfy its required expenditures, has no
revenues and will rely principally on the issuance of Common Stock to raise
funds to finance the expenditures that are expected to be incurred beyond
February 2004. Failure to raise additional funds would result in the
relinquishment of the Registrant's interest in the permit, currently the
Registrant's sole asset. The Registrant has relied principally on the issuance
of Common Stock in private placements to individuals known to officers and
directors of the Registrant, Trans-Orient Petroleum Ltd. and Indo-Pacific
Energy Ltd., companies which are related through a common controlling
shareholder and participants in PEP38256, to raise funds to support the
business. There can be no assurance that the Registrant 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.

The Registrant does not expect any significant purchases of plant & equipment
nor any increase in the number of employees in the near future.


ITEM 7.  FINANCIAL STATEMENTS.

<PAGE>
                                   PART F/S


                                 AMG OIL LTD.
                   (Formerly Trans New Zealand Oil Company)
                       (A Development Stage Enterprise)

                       Consolidated Financial Statements

               For the Years Ended September 30, 2002 and 2001


<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of AMG Oil Ltd. (formerly Trans New
Zealand Oil Company) (A Development Stage Enterprise)


We have audited the accompanying consolidated balance sheets of AMG Oil Ltd.
(formerly Trans New Zealand Oil Company) (a development stage enterprise) as of
September 30, 2002 and 2001 and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the
three years in the period ended September 30, 2002 and for the period from
inception on February 20, 1997 to September 30, 2002. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, these consolidated financial statements referred to above
present fairly, in all material respects, the financial position of AMG Oil
Ltd. (formerly Trans New Zealand Oil Company) (a development stage enterprise)
as of September 30, 2002 and 2001 and the results of its operations and its
cash flows for each of the three years in the period ended September 30, 2002
and for the period from inception on February 20, 1997 to September 30, 2002 in
conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in Note 1 to the
consolidated financial statements, the Company is a development 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 consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





  CERTIFIED PUBLIC ACCOUNTANTS





Bellingham, Washington
November 27, 2002

<PAGE>
<TABLE>
<CAPTION>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Consolidated Balance Sheets
-------------------------------------------------------------------------------

As at September 30,                                    2002               2001
-------------------------------------------------------------------------------
<S>                                               <C>           <C>
Assets

Current

Cash                                              $   174,313   $      277,641
Accounts receivable                                       163              137
Prepaid expenses                                            -            2,912
-------------------------------------------------------------------------------
                                                      174,476          280,690

Investments                                            10,993           11,919
Property and equipment                                  2,986            4,043
Oil and gas interest                                  286,331          274,671
-------------------------------------------------------------------------------
Total Assets                                      $   474,786   $      571,323
===============================================================================

Liabilities

Current

Accounts payable and accrued liabilities          $     5,163   $        7,518
Due to related parties                                 14,418            9,900
-------------------------------------------------------------------------------
Total Liabilities                                      19,581           17,418
-------------------------------------------------------------------------------

Commitments and Contingencies

Stockholders' Equity

Common stock, $0.00001 par value
100,000,000 shares authorized
Issued and outstanding at September 30,
  2002: 19,600,000 shares
  2001: 19,600,000 shares                                 196              196
Additional paid-in capital                          2,856,071        2,817,374
Deficit accumulated during the development stage   (2,401,062)      (2,263,665)
-------------------------------------------------------------------------------

Total Stockholders' Equity                            455,205          553,905
-------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity        $   474,786   $      571,323
===============================================================================
</TABLE>

See accompanying notes to the consolidated financial statements


<PAGE>
<TABLE>
<CAPTION>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Consolidated Statements of Operations
-------------------------------------------------------------------------------

                                                                                                 Cumulative
                                                                                             from Inception
                                                                                             on February 20,
                                         Year Ended        Year Ended         Year Ended           1997 to
                                        September 30,     September 30,      September 30,     September 30,
                                            2002              2001               2000              2002
------------------------------------------------------------------------------------------------------------
<S>                                    <C>                <C>                <C>               <C>
Expenses

General and administrative             $     140,327      $    178,587       $    264,370      $    673,183
Loss on sale of investments                        -                 -                  -            16,135
Write-down of investments                        926            19,122             21,835           234,780
Write-down of oil and gas interest                 -           711,633            834,396         1,546,189
------------------------------------------------------------------------------------------------------------

                                             141,253           909,342          1,120,601         2,470,287
------------------------------------------------------------------------------------------------------------

Other Income

Interest income                                3,856            15,568             14,131            62,286
Gain on sale of oil and gas interest               -                 -                  -             6,939
------------------------------------------------------------------------------------------------------------

                                               3,856            15,568             14,131            69,225
------------------------------------------------------------------------------------------------------------

Net loss for the period                 $   (137,397)     $   (893,774)      $ (1,106,470)     $ (2,401,062)
============================================================================================================

Basic and diluted loss per share        $      (0.01)     $      (0.05)      $      (0.07)     $      (0.12)
============================================================================================================


</TABLE>

        See accompanying notes to the consolidated financial statements


<PAGE>
<TABLE>
<CAPTION>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
-------------------------------------------------------------------------------

                                                                                              Cumulative
                                                                                              from Inception
                                                                                              on February 20,
                                            Year Ended      Year Ended       Year Ended       1997 to
                                            September 30,   September 30,    September 30,    September 30,
                                            2002            2001             2000             2002
<S>                                         <C>             <C>              <C>              <C>
-------------------------------------------------------------------------------------------------------------

Operating Activities

Net loss for the period                     $   (137,397)   $   (893,774)    $ (1,106,470)    $   (2,401,062)
Adjustments to reconcile net loss to
  cash applied to operating activities:
  Depreciation                                     1,057           1,436              410              2,903
  Compensation expense from stock
  options                                         38,697          94,315           42,255            175,267
  Loss on sale of investments                          -               -                -             16,135
  Write-down of investments                          926          19,122           21,835            234,780
  Write-down of oil and gas interest                   -         711,633          834,396          1,546,189
  Gain on sale of oil and gas interest                 -               -                -             (6,939)
Changes in non-cash working capital:
  Accounts receivable                                (26)             26              (71)              (163)
  Accounts payable and accrued liabilities        (2,355)         (7,494)           8,940              5,163
  Due to related parties                           4,518         (13,504)          23,404             14,418
  Prepaid expenses                                 2,912           3,491           (6,403)                 -
-------------------------------------------------------------------------------------------------------------

Net cash used in operating activities            (91,668)        (84,749)        (181,704)          (413,309)
-------------------------------------------------------------------------------------------------------------

Financing Activities
Common shares issued for cash                          -               -        1,150,000          2,681,000
-------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities              -               -        1,150,000          2,681,000
-------------------------------------------------------------------------------------------------------------

Investing Activities
Purchase of investments                                -               -                -           (324,856)
Proceeds from sale of investments                      -               -                -             72,948
Oil and gas exploration expenditures             (11,660)       (488,317)        (369,829)        (1,835,581)
Purchase of property and equipment                     -           (101)           (5,788)            (5,889)

Net cash used in investing activities            (11,660)       (488,418)        (375,617)        (2,093,378)

Net increase (decrease) in cash
  during the year                               (103,328)       (573,167)         592,679            174,313
Cash position - Beginning of year                277,641         850,808          258,129                  -
-------------------------------------------------------------------------------------------------------------

Cash position - End of year                 $    174,313    $    277,641     $    850,808     $      174,313
=============================================================================================================

Supplemental disclosure of non-cash
  investing activities:
Purchase of investments                     $          -    $          -     $          -     $      (10,000)
=============================================================================================================
</TABLE>

See accompanying notes to the consolidated financial statements


<PAGE>
<TABLE>
<CAPTION>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Equity
===============================================================================
For the Years Ended September 30, 2002, 2001 and 2000
-------------------------------------------------------------------------------

                                                                  Deficit
                                                                  Accumulated
                                                     Additional   during the      Total
                                  Common Stock       Paid-in      Development     Stockholders'
                             ---------------------
                             Shares        Amount    Capital      Stage           Equity
                             -----------  --------   ----------   --------------  --------------
<S>                          <C>          <C>        <C>          <C>             <C>
Balance at September 30,
  1999                       14,200,000    $   142   $ 1,530,858  $    (263,421)  $  1,267,579

Common stock issued for
  cash at $0.05 per share     5,000,000         50       249,950                       250,000
Common stock issued for
  cash at $2.25 per share       400,000          4       899,996                       900,000
Net compensation expense
  from stock options                                      42,255                        42,255
Net loss during 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 during 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 during the year                                               (137,397)      (137,397)
                             ------------------------------------------------------------------

Balance at September 30,
  2002                       19,600,000    $   196   $ 2,856,071  $  (2,401,062)  $    455,205
                             ==================================================================




</TABLE>

See accompanying notes to the consolidated financial statements

<PAGE>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
===============================================================================

For the Years Ended September 30, 2002, 2001 and 2000
-------------------------------------------------------------------------------


NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

The Company was incorporated under the laws of the State of Nevada as Trans New
Zealand Oil Company on February 20, 1997.  The Company's name was subsequently
changed to AMG Oil Ltd. on July 27, 1998.  The business of the Company is the
acquisition and exploration of oil and gas interests.

The Company is a development stage enterprise and is required to identify that
these consolidated financial statements are those of a development stage
enterprise in accordance with paragraph 12 of Statement of Financial Accounting
Standards No. 7.  However, the Company is primarily engaged in the exploration
of PEP 38256, its only oil and gas interest, and is not engaged in the
development of PEP 38256, as that term is defined in the oil and gas industry.

The Company has yet to determine whether PEP 38256 contains oil and gas
reserves that are economically recoverable.  Further, there can be no assurance
that the Company will ever discover commercial quantities of oil and gas or
obtain proved reserves.  The recoverability of the amounts capitalized for oil
and gas property is dependent upon the completion of exploration work, the
discovery of oil and gas reserves in commercial quantities and the subsequent
development of such reserves.

The Company does not generate sufficient cash flow from operations to fund its
entire exploration activities and has therefore relied principally upon the
issuance of securities for financing. Additionally, the Company may reduce its
exposure in its oil and gas interest by farming out to other participants. The
Company intends to continue relying upon these measures to finance its
operations and exploration activities to the extent such measures are available
and obtainable under terms acceptable to the Company.  These conditions raise
substantial doubt regarding the Company's ability to continue as a going
concern.

Refer to Note 7

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)  Basis of Consolidation

    These consolidated financial statements include the accounts of AMG Oil
    Ltd. and its wholly-owned subsidiaries, AMG Oil Holdings Ltd., AMG Oil (NZ)
    Limited and Trans New Zealand Oil (PNG) Limited. All significant
    intercompany balances and transactions have been eliminated.

b)  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
    requires management to make estimates and assumptions that affect the
    reported amounts of assets and liabilities and disclosures of contingent
    assets and liabilities at the date of the financial statements and the
    reported amounts of revenues and expenses during the fiscal period.  Actual
    results may differ from those estimates.

c)  Translation of Foreign Currencies

    The Company's foreign operations through its subsidiaries are of an
    integrated nature and accordingly, the functional currency of the Company's
    foreign subsidiaries, is the United States dollar.



<PAGE>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
===============================================================================

For the Years Ended September 30, 2002, 2001 and 2000
-------------------------------------------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Revenues and expenses arising from foreign currency transactions are
    translated into United States dollars at the average rate for the year.
    Monetary assets and liabilities are translated into United States dollars
    at the rates prevailing at the balance sheet date.  Other assets and
    liabilities are translated into United States dollars at the rates
    prevailing on the transaction dates.  Exchange gains and losses are
    recorded as income or expense in the year in which they occur.

d)  Financial Instruments and Financial Risk

    Cash, accounts receivable, accounts payable and accrued liabilities and due
    to related parties are carried at cost which approximates fair value due to
    the short-term nature of these instruments.   Investments are carried at
    fair value.

e)  Joint Operations

    The Company's oil and gas activities are conducted jointly with other
    companies and accordingly, these financial statements reflect only the
    Company's proportionate interest in these activities.

    Refer to Note 5

f)  Investments

    Investments are classified as available-for-sale securities and reported at
    fair value, based on quoted market prices, with any unrealized losses from
    temporary declines or unrealized gains reported as a component of
    "Cumulative Comprehensive Adjustment" in stockholders' equity.  Any
    other-than-temporary impairment requires the cost basis of the individual
    security to be written down to the fair value with the amount of the
    write-down accounted for as a realized loss and included in earnings.

    Refer to Note 6

g)  Property and equipment

    Property and equipment are recorded at cost and amortized over their useful
    lives as follows:

    Furniture and Office Equipment      20% to 30% Declining Balance Method
    Leasehold Improvements              20% Declining Balance Method

    Refer to Note 4

h)  Basic and diluted net loss per common share

    Basic net loss per common share is calculated by dividing the net loss by
    the weighted average number of common shares outstanding during the year.
    Diluted net loss per common share is calculated by dividing the 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 net loss per common share
    when the effect would be anti-dilutive.

<PAGE>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
===============================================================================

For the Years Ended September 30, 2002, 2001 and 2000
-------------------------------------------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

i)  Oil and Gas Interest

    The Company follows the full cost method of accounting for oil and gas
    operations whereby all costs associated with the acquisition, exploration
    and development of oil and gas interests are capitalized in cost centers on
    a country-by-country basis.  Such costs include property acquisition costs,
    geological and geophysical studies, carrying charges on non-producing
    properties, costs of drilling both productive and non-productive wells, and
    overhead expenses directly related to these activities.

    The Company is primarily engaged in the exploration of PEP 38256, an
    unproved oil and gas interest, and has yet to determine whether PEP 38256
    contains oil and gas reserves that are economically recoverable.  The
    Company does not have any other oil and gas interests.  PEP 38256 is
    assessed for impairment on an annual basis by applying factors that rely on
    historical experience.  In general, the Company may write-off all, or a
    portion of, PEP 38256 under one or more of the following conditions:

       i)    there are no firm plans for further drilling on the unproved
             interest;
       ii)   negative results were obtained from studies of the unproved
             interest;
       iii)  negative results were obtained from studies conducted in the
             vicinity of the unproved interest; or
       iv)   the remaining term of the unproved interest does not allow
             sufficient time for further studies or drilling.

    Calculations for depletion and the ceiling test are required under the full
    cost method.  Although these calculations are summarized below, they may
    not apply to the Company and may never apply to the Company unless proved
    reserves are discovered or acquired, which may never happen.

    Depletion is calculated for producing interests by using the
    unit-of-production method based on proved reserves, before royalties, as
    determined by management of the Company or independent consultants.  Sales
    of oil and gas interests are accounted for as adjustments to capitalized
    costs, without any gain or loss recognized, unless such adjustments
    significantly alter the relationship between capitalized costs and proved
    reserves of oil and gas attributable to a cost center.  Costs of abandoned
    oil and gas interests are accounted for as adjustments to capitalized costs
    and written off to expense.

    A ceiling test is applied to each cost center by comparing the net
    capitalized costs to the present value of the estimated future net revenues
    from production of proved reserves discounted by 10%, net of the effects of
    future costs to develop and produce the proved reserves, plus the costs of
    unproved interests net of impairment, and less the effects of income taxes.
     Any excess capitalized costs are written off to expense.

j)  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.

<PAGE>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
===============================================================================

For the Years Ended September 30, 2002, 2001 and 2000
-------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

k) Accounting Pronouncements Recently Issued

   In July 2001, the Financial Accounting Standards Board issued Statement of
   Financial Accounting Standards No. 142,"Goodwill and Other Intangible
   Assets" ("SFAS 142").  For goodwill and intangible assets already on the
   books, SFAS 142 is effective for the fiscal years starting after December
   15, 2001.  SFAS 142 ends the amortization of goodwill and certain intangible
   assets and subsequently requires, that an impairment test be performed on
   such assets to determine whether the fair value has changed. Adoption of the
   standard has not had any impact on the financial statements of the Company.

   In July 2001, the Financial Accounting Standards Board ("FASB") issued
   Statement of Financial Accounting Standards No. 143, ("SFAS No. 143"),
   "Accounting for Asset Retirement Obligations." SFAS No. 143 requires that
   the fair value of a liability for an asset retirement obligation be recorded
   in the period in which it is incurred and the corresponding cost capitalized
   by increasing the carrying amount of the related long-lived asset. The
   liability is accreted to its present value each period, and the capitalized
   cost is depreciated over the useful life of the related asset. If the
   liability is settled for an amount other than the recorded amount, a gain or
   loss is recognized. This standard is effective for the Company at the
   beginning in 2003, but earlier adoption is encouraged. Adoption of the
   standard has not had any impact on the financial statements of the Company.

   In August 2001, the Financial Accounting Standards Board issued Statement of
   Financial Accounting Standards No. 144, ("SFAS No. 144"),"Accounting for the
   Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS
   No. 121 but retains its fundamental provisions for the (a)
   recognition/measurement of impairment of long-lived assets to be held and
   used and (b) measurement of long-lived assets to be disposed of by sale.
   SFAS No. 144 also supersedes other pronouncements, which currently do not
   affect the Company. SFAS No. 144 was effective for the Company beginning
   January 1, 2002 and has not had any impact on the financial statements of
   the Company.

   In April 2002, the Financial Accounting Standards Board issued SFAS No. 145,
   "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
   No. 13 and Technical Corrections." SFAS No. 145 updates, clarifies and
   simplifies existing accounting pronouncements. This statement rescinds SFAS
   No. 4, which required all gains and losses from extinguishments of debt to
   be aggregated and, if material, classified as an extraordinary item, net of
   related income tax effect. As a result, the criteria in APB No. 30 will now
   be used to classify those gains and losses. SFAS No. 64 amended SFAS No.4
   and is no longer necessary as SFAS No. 4 has been rescinded. SFAS No. 145
   amends SFAS No. 13 to require certain lease modifications that have economic
   effects similar to sale-leaseback transactions be accounted for in the same
   manner as sale-lease transactions. Adoption of the standard has not had any
   impact on the financial statements of the Company.

   In June 2002, the Financial Accounting Standards Board issued Statement of
   Financial Accounting Standards No. 146, ("SFAS No. 146"), "Accounting for
   Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires
   companies to recognize costs associated with exit or disposal activities
   when they are incurred rather than at the date of a commitment to an exit or
   disposal plan. SFAS No. 146 supersedes EITF Issue No. 94-3, "Liability
   Recognition for Certain Employee Termination Benefits and Other Costs to
   Exit an Activity (including Certain Costs Incurred in a Restructuring)."
   SFAS No. 146 is to be applied prospectively to exit or disposal activities
   initiated after December 31, 2002. Adoption of the standard has not had any
   impact on the financial statements of the Company.

<PAGE>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
===============================================================================

For the Years Ended September 30, 2002, 2001 and 2000
-------------------------------------------------------------------------------

NOTE 3 - INVESTMENTS

Investments are comprised of 2,205 common shares (79,400 shares prior to a 1
for 12 share consolidation and a further 1 for 3 share consolidation)
(September 30, 2001: 2,205 shares) of Trans-Orient Petroleum Ltd.
("Trans-Orient") acquired at a cost of $235,773 (September 30, 2001: $235,773)
and having a book value of $993 (September 30, 2001: $1,919) and 600,000 common
shares (September 30, 2001: 600,000) of Gondwana Energy, Ltd. ("Gondwana")
acquired at a deemed cost of $10,000 and having a fair value of $10,000
(September 30, 2001: $10,000).  During the fiscal year ending September 30,
2002, the Company recorded a write-down of investments of $926 (September 30,
2001: $19,122) resulting from an other-than-temporary impairment in the fair
value of Trans-Orient.  The amount of the write-down was accounted for as a
realized loss and included in earnings.  The fair value of the investment in
Trans-Orient for the fiscal year ending September 30, 2002 is $993 (September
30, 2001: $1,919) At September 30, 2002 and 2001, gross unrealized holdings
gains/(losses) are $Nil.

Refer to Note 6

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment are comprised as follows:

                                     As at                   As at
                                 September 30,           September 30,
                                      2002                    2001
                                 --------------          ---------------

Furniture and office equipment    $      4,832            $      4,832
Leasehold improvements                   1,057                   1,057
                                 --------------          ---------------

                                         5,889                   5,889
Accumulated depreciation                (2,903)                 (1,846)
                                 --------------          ---------------

                                  $      2,986            $      4,043
                                 ==============          ===============

NOTE 5 - OIL AND GAS INTEREST

As at September 30, 2002, the Company has a 52.5% participating interest in
Petroleum Exploration Permit 38256 ("PEP 38256"), which was granted on August
25, 1997. PEP 38256 is located in New Zealand and provides for the exclusive
right to explore for petroleum for an initial term of five years, renewable for
an additional five years. The other participants in PEP 38256 are Indo-Pacific
Energy Ltd. ("Indo-Pacific") (20%), as the operator, TAG Oil Ltd. ("TAG")
(formerly "Durum Cons. Energy Corp.") (10%), Magellan Petroleum Australia
Limited ("Magellan") (7.5%) and Orion Exploration Limited ("Orion") (10%).

On August 22, 2002, and further to the initial relinquishment of one-half of
PEP 38256 in August of 2000, the Company and the other participants of PEP
38256 were required to relinquish a further one half of the remaining area of
PEP 38256. At the time of relinquishment, the Minister of Energy in New Zealand
granted a certificate of extension to the permit duration of the remaining
permit area, extending the permit expiry date to August 25, 2007. In addition
the participants submitted and received acceptance from the Minister of Energy
in New Zealand relating to terms of a new work program for PEP 38256.

<PAGE>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
===============================================================================

For the Years Ended September 30, 2002, 2001 and 2000
-------------------------------------------------------------------------------


NOTE 5 - OIL AND GAS INTEREST (continued)

PEP 38256 now requires the participants to complete a work program that
includes the following:

       (i)  Prior to February 25, 2004, reprocess 30 kilometers of
            existing seismic data, construct an offset stack data set from the
            reprocessed data and investigate the utility of seismic inversion
            techniques to define the presence of reservoir lithologies and pore
            fluids, acquire a magnetotelluric profile across the Rakaia Trough
            and calibrate resultant profile to nearby wells which have
            intersected basement, investigate the resistivity anomaly observed
            in the Ealing-1 well by obtaining fluid inclusion fluorescence data
            from cutting samples and integrate the data detailed previously
            into the existing geophysical and geological dataset and complete a
            prospect review; and
      (ii)  Submit an ongoing suitable work program for the remainder of
            the permit term or surrender the permit.

The Company's share of expected costs relating to the work to be completed
prior to February 25, 2004 is estimated to be $100,000.

At September 30, 2002, PEP 38256 is in good standing with respect to its work
commitments and does not require the Company to incur minimum exploration
expenditures for the 2003 fiscal year. However, the Company estimates costs of
$25,000 for exploration expenditures to be incurred in the 2003 fiscal year.

Refer to Notes 6 and 7

NOTE 6 - RELATED PARTY TRANSACTIONS

Certain transactions of the Company involve publicly traded companies having
directors, officers and/or principal shareholders in common with the Company.
These companies are Indo-Pacific Energy Ltd. ("Indo-Pacific"), Trans-Orient
Petroleum Ltd. ("Trans-Orient"), TAG Oil Ltd ("TAG")(formerly "Durum Cons.
Energy Corp."), Gondwana Energy, Ltd. ("Gondwana") and Verida Internet Corp.
("Verida").

a)  Investments

    Investments consist of common shares of Trans-Orient and Gondwana.  During
    the 1998 fiscal year, the Company sold its 20% participating interest in
    Petroleum Exploration Permit 38723 ("PEP 38723") to Gondwana in exchange
    for 600,000 common shares of Gondwana at a deemed value of $0.01667  per
    share.  If a commercial discovery is located in PEP 38723 before October
    30, 2002, an additional 600,000 common shares of Gondwana will be issued to
    the Company.

    Refer to Notes 3 and 12

<PAGE>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
===============================================================================

For the Years Ended September 30, 2002, 2001 and 2000
-------------------------------------------------------------------------------

NOTE 6 - RELATED PARTY TRANSACTIONS (continued)

b)   Oil and Gas Interest

    During the 2001 fiscal year, the Company entered into a farm-in agreement
    with TAG, whereby TAG earned a 20% interest in the North Area of the permit
    for paying 40% of the costs of drilling and the plugging and abandoning or
    the setting of casing of the Arcadia-1 well and thereafter paying 20% of
    all costs of the joint operations ongoing in the North Area.

    During the 2001 fiscal year, the Company entered an agreement with
    Indo-Pacific, TAG and other joint venture partners to amend its interest in
    PEP 38256.

    Refer to Note 5

c)  Private Placements and Stock Options

    During the 2000 fiscal year, the Company issued 5,000,000 shares at a price
    of $0.05 per share to Trans-Orient, pursuant to a private placement
    agreement for total proceeds of $250,000. Additionally, each share
    purchased included one warrant to purchase an additional share of common
    stock exercisable at a price of $1.00 per share expiring on April 10, 2005.


    During the 2001 fiscal year, the Company granted stock options to purchase
    15,000 shares, exercisable at a price of $2.00 per share to a director of
    the Company. As these stock options were not compensatory in nature, the
    calculations of compensation cost under APB 25 and SFAS 123 do not apply.

    During the 2001 fiscal year, options to purchase 200,000 shares and 600,000
    shares at a price of $0.50 per share, held by Source Rock and Reservoir
    Rock, respectively, expired, as they were not exercised.

    Refer to Note 8

d)  Consulting Agreements

    During the 2002 fiscal year, the Company paid $650 (September 30, 2001:
    $7,879) in consulting fees to directors of the Company.  During the 2002
    fiscal year, the Company incurred $Nil  (2001: $9,968) in consulting fees
    and for website services to Verida, a company having directors, officers
    and/or principal shareholders in common with the Company.

e)  Due to Related Parties

    At September 30, 2002 the Company owed Indo-Pacific $11,967 (September 30,
    2001: $6,381) This amount is non-interest bearing and has no fixed terms of
    repayment.

    During the 2002 fiscal year, the Company incurred $56,532 (September 30,
    2001: $58,257) of mainly general and administrative costs through DLJ
    Management Corp., ("DLJ"), a wholly owned subsidiary of Trans-Orient. This
    amount represents costs incurred by DLJ on behalf of the Company. At
    September 30, 2002 the Company owes DLJ $2,451 (September 30, 2001:
    $3,519).

<PAGE>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
===============================================================================

For the Years Ended September 30, 2002, 2001 and 2000
-------------------------------------------------------------------------------

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company participates in oil and gas exploration and development activities
as joint operations with related parties and is contractually committed under
agreements to complete certain exploration programs.  The Company's management
estimates that the total commitments under various agreements are approximately
$25,000 for the balance of the 2003 fiscal year.

The Company is not aware of any events of noncompliance 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.

Refer to Note 12

NOTE 8 - COMMON STOCK

a)  Authorized and Issued Share Capital

    The authorized share capital of the Company is 100,000,000 shares of common
    stock with a par value of $0.00001 per share.  At September 30, 2002, there
    were 19,600,000 shares (September 30, 2001: 19,600,000) issued and
    outstanding.

b)  Stock Options

    The Company applies Accounting Principles Board Opinion No. 25: Accounting
    for Stock Issued to Employees ("APB 25") to account for all compensatory
    stock options granted.  Further, Statement of Financial Accounting
    Standards No. 123: Accounting for Stock-Based Compensation ("SFAS 123")
    requires additional disclosure to reflect the results of the Company had it
    elected to follow SFAS 123.

    SFAS 123 requires a fair value based method of accounting for all
    compensatory stock options using the Black-Scholes option pricing model.
    However, these models were developed for use in estimating the fair value
    of traded options and require the input of and are highly sensitive to
    subjective assumptions including the expected stock price volatility.  The
    stock options granted by the Company have characteristics significantly
    different from those of traded options and, in the opinion of management,
    the existing model does not provide a reliable single measure of the fair
    value of any compensatory stock options granted by the Company.

<PAGE>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
===============================================================================

For the Years Ended September 30, 2002, 2001 and 2000
-------------------------------------------------------------------------------


NOTE 8 - COMMON STOCK (continued)

    In accordance with SFAS 123, the following is a summary of the changes in
    the Company's stock options for the fiscal years ended September 30, 2002
    and 2001:
    <TABLE>
    <CAPTION>
                                           2002                             2001
                                   -------------------------       -------------------------
                                                  Weighted                        Weighted
                                                  Average                         Average
                                   Number         Exercise          Number        Exercise
    Fixed Options                  of Shares      Price             of Shares     Price
                                   ------------   ----------       ------------   ----------
    <S>                            <C>            <C>              <C>            <C>

    Balance at beginning of
      year                             232,500     $ 1.53            1,017,500       $ 0.71
    Granted                                  -          -               15,000         2.00
    Expired                                  -          -            (800,000)         0.50
                                   ------------   ----------       ------------   ----------

    Outstanding and
      exercisable at end of
      year                             232,500     $ 1.53              232,500       $ 1.53
                                   ============   ==========       ============   ==========
    </TABLE>

    Weighted-average fair
    value of options granted
    during the year                               $       -     $       -
                                                 ============   ==========

    During the 2001 fiscal year, the Company granted stock options to purchase
    15,000 shares, exercisable at a price of $2.00 per share to a director of
    the Company. As these stock options were not compensatory in nature, the
    calculation of compensation cost under APB 25 and SFAS 123 do not apply.

    During the 2001 fiscal year, options to purchase 200,000 shares and 600,000
    shares at a price of $0.50 per share, held by Source Rock Holdings Limited
    and Reservoir Rock Holdings Limited, respectively, expired, as they were
    not exercised.

    The following is a summary of the Company's net loss and basic and diluted
    loss per share as reported and pro forma as if the fair value based method
    of accounting defined in SFAS 123 had been applied for the fiscal years
    ending September 30, 2002 and 2001:

    <TABLE>
    <CAPTION>
                                        2002                                2001                         2000
                             --------------------------   --------------------------   --------------------------
                                  As             Pro          As            Pro             As            Pro
                               Reported         Forma      Reported        Forma         Reported        Forma
                             ------------  ------------   ------------  ------------   ------------  ------------
    <S>                      <C>           <C>            <C>           <C>            <C>           <C>
    Net loss for the year     $ (137,397)   $ (125,105)    $ (893,774)   $ (863,814)   $(1,106,470)  $ (1,093,048)

    Basic and diluted
      loss per share             $ (0.01)      $ (0.01)       $ (0.05)      $ (0.05)       $ (0.07)       $ (0.07)

    </TABLE>

<PAGE>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
===============================================================================

For the Years Ended September 30, 2002, 2001 and 2000
-------------------------------------------------------------------------------

NOTE 8 - COMMON STOCK (continued)

    The following stock options are outstanding at September 30: 2002:

        Number          Price                   Expiry
     of Shares      per Share                     Date
     ----------     ----------     -------------------

       217,500          $1.50            June 20, 2005
        15,000          $2.00         October 31, 2005
     ----------

       232,500
     ==========

Refer to Note 6

NOTE 9 - LOSS PER SHARE

Statement of Financial Accounting Standards No. 128: Earnings per Share ("SFAS
128") replaces the presentation of primary earnings per share ("EPS") with a
presentation of both basic and diluted EPS for all entities with complex
capital structures including a reconciliation of each numerator and
denominator.  Basic EPS excludes dilutive securities and is computed by
dividing income available to common stockholders by the weighted-average number
of common shares outstanding for the year.  Diluted EPS reflects the potential
dilution that could occur if dilutive securities were converted into common
stock and is computed similarly to fully-diluted EPS pursuant to previous
accounting pronouncements.  SFAS 128 applies equally to loss per share
presentations.

A reconciliation of the numerators and denominators of the basic and diluted
loss per share calculations are as follows:

                                         2002          2001             2000
                                    ------------   -----------  --------------
Numerator, net loss for the period  $  (137,397)  $  (893,774)  $ (1,106,470)
                                    ------------   -----------  --------------

Denominator:
Weighted-average number of shares
  outstanding                        19,600,000    19,600,000     16,624,110
                                    ------------   -----------  --------------

Basic and diluted loss per share    $     (0.01)  $     (0.05)  $      (0.07)
                                    ============   ===========  ==============


<PAGE>
===============================================================================
AMG OIL LTD. (Formerly Trans New Zealand Oil Company)
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
===============================================================================

For the Years Ended September 30, 2002, 2001 and 2000
-------------------------------------------------------------------------------


NOTE 10 - INCOME TAXES

Statement of Financial Accounting Standards No. 109: Accounting for Income
Taxes ("SFAS 109") 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 adoption of SFAS 109
had no material effect on the Company's financial statements.  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:

                                  September 30,   September 30,  September 30,
                                      2002            2001           2000
                                  -------------  -------------  -------------

Net operating loss carryforwards  $  (794,254)   $  (617,230)    $  (535,171)
                                  -------------  -------------  -------------

Deferred tax asset                $   270,046    $   209,958     $   181,958
Valuation allowance                  (270,046)      (209,958)       (181,958)

                                  -------------  -------------  -------------
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 Company's subsidiary in New Zealand has tax losses of NZ$3,800,320 to
offset future years taxable income in New Zealand.  The realization of these
tax loss benefits is dependent on generating sufficient taxable income and
satisfying shareholder continuity requirements in accordance with New Zealand
tax law.

The Company's net operating loss carryforward expires at various dates from the
year 2007 to 2022.

NOTE 11 - COMPARATIVE FIGURES

Certain comparative figures have been restated to conform to the presentation
of the current year.

NOTE 12 - SUBSEQUENT EVENTS

The additional 600,000 common shares of Gondwana that were to be issued upon a
commercial discovery being located on PEP 38723, prior to October 30, 2002,
expired as there was no discovery.

Refer to Note 6




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

There were no changes or disagreements with accountants for the fiscal year
ended September 30, 2002.

<PAGE>
                                     PART III


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

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

Name and Municipality of          Age  Position Held
Residence
Cameron Fink                      34   President & Director
Calgary, Alberta
Canada

Mr. David Bennett(1)              56   Director & Vice-President of Exploration
Karori, Wellington
New Zealand

Arthur Evans                      71   Director
Vancouver, British Columbia
Canada

Michael Hart(1)                   54   Director
Vancouver, British Columbia
Canada

Notes:
    (1)  Member of audit committee.

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

Mr. Cameron Fink has been a member of the board of directors since December
1999. On February 28, 2000 Mr. Fink also became the President of the
Registrant. Mr. Fink received a B.Sc. in Geophysics at the University of
Alberta, graduating in 1993 with First Class Honours. After a brief summer
assignment with Chevron Canada Ltd. in Calgary, Cameron returned to do a
postgraduate degree at the University of Victoria. In June of 1995, he
graduated with a M.Sc. in Geophysics with First Class standing and in August of
1995, Mr. Fink joined Amoco Canada Petroleum Company as an interpretation
geophysicist in the exploration department, he worked primarily in the
structural trapping regime of the Rocky Mountain foothills. Mr. Fink's position
required that he be critically involved in the design of seismic surveys, both
2-D and 3-D, oversee the processing of the seismic data, and develop quality
drillable prospects through the interpretation of these data. In the fall of
1997, Mr. Fink accepted an intra-company expatriate assignment in New Orleans,
Louisiana working Amoco's offshore shelf properties in the Gulf of Mexico as an
exploration/exploitation geophysicist.  In September 1999 Mr. Fink left the
newly merged BP Amoco group and took a position with Dominion Energy Canada
Limited as a Senior Geophysicist. Mr. Fink continues to be employed with
Dominion Energy Canada Limited in Calgary, Alberta, Canada.

Mr. David Bennett has been a member of the board of directors since June 1998.
Mr. Bennett received a Bachelor of Arts (Natural Sciences) from Cambridge
University in 1968 and a Master of Science in Exploration Geophysics from the
University of Leeds in 1969. In 1973, Mr. Bennett received his doctorate in
Geophysics from the Australian National University and from 1973 to 1975
conducted post-doctoral research at the University of Texas (Dallas). From 1975
to 1977, Mr. Bennett was a post-doctoral fellow and lecturer at the University
of Wellington, New Zealand. From 1977 to 1982, Mr. Bennett was employed by the
Department of Scientific and Industrial Research, Government of New Zealand and
from 1982 to 1994 was employed as geophysicist, exploration manager and finally
general manager by New Zealand Oil and Gas Ltd. Mr. Bennett was an independent
consultant from 1994 to 1996 when he joined Indo-Pacific Energy Ltd. Mr.
Bennett has been the president, chief executive officer and member of the board
of directors of Indo-Pacific Energy Ltd. since October 1996. Since April 1997,
he has also been the president and a director of Trans-Orient Petroleum Ltd. In
March and April 2000 Mr. Bennett stepped down as president and director,
respectively, of Trans-Orient Petroleum Ltd. In April 1997 Mr. Bennett also
became a member of the board of directors and president of TAG Oil Ltd.   In
September 1999 and April 2000 Mr. Bennett stepped down as president and
director, respectively, of TAG Oil Ltd.  TAG Oil Ltd.  is a participating
member of a joint venture that is conducting petroleum exploration within Papua
New Guinea. TAG Oil Ltd. currently has no full time employees.

Mr. Arthur Lynden Evans has been a member of the board of directors since
September 2000.  In 1979, Mr. Evans joined Ranger Oil Limited as Manager of
International Exploration. Mr. Evans directed the ongoing activities in China,
Australia and Guyana and worked on evaluating many other projects in Norway,
Botswana, Indonesia and New Zealand. In 1985, Mr. Evans accepted a position
with Petro-Canada Inc. as Vice-President of International Exploration.  Mr.
Evans was responsible for on-going international projects and for initiating
new ventures in selected areas such as Colombia and Indonesia.  In September
1986, Mr. Evans left Petro-Canada Inc. and started Evans International
Consulting Ltd.  As President of the Company, Mr. Evans continued to develop
business deals in the natural resource industries, primarily focusing on the
Pacific Rim and promoting petroleum exploration in British Columbia.

Mr. Hart became a director of the Registrant on December 15, 1999. Between
September 1995 to April 1996, Mr. Hart was an employee of Balcomp Developments
Ltd., a company located in Edmonton, Alberta, which provided road construction
services to the pulp and paper industry. While at Balcomp Developments Ltd.,
Mr. Hart worked within research and development for the purpose of aiding the
company to develop a new division which would provide a marketplace for the
buying and selling of used construction equipment. In October of 1996, Mr. Hart
went to work for, CanAfrica Mining Co. Ltd., a private mining company whose
business consisted of gemstone and precious metals exploration within Kenya,
South Africa and Mozambique. Mr. Hart's function at Can Africa Mining Co. Ltd.
was as an assistant to the Managing Director. Mr. Hart's position with
CanAfrica Mining Co. Ltd. continued until September 1997. Between September
1997 until early 1998, Mr. Hart joined Scimtar Hydrocarbon's Corp. as an
investor relations officer. During the period in which Mr. Hart was employed,
Scimtar Hydrocarbons Corp. was an Alberta Stock Exchange listed company whose
business was oil and gas exploration primarily in the Middle East. Between
March 1998 to March 1999, Mr. Hart was a partner in M. Nigro Consulting Ltd. a
partnership formed for the purpose of providing investor relations services to
public companies trading on the Alberta Stock Exchange. From April 1999 until
present Mr. Hart has held the position of president of Hart-Byrne Enterprises
Ltd. Hart-Byrne Enterprises Ltd. is a private company formed by Mr. Hart and
other investors which is developing specialized products for the music
industry. Mr. Hart is also president of On The Wing Productions Inc., a private
company which is also developing products for the music industry. On August 11,
2000 Mr. Mark Katsumata resigned as corporate secretary and chief financial
officer. Mr. Michael Hart replaced Mr. Katsumata as corporate secretary.

None of the individuals listed above are subject to any anticipated or
threatened legal proceedings of a material nature nor have they been subject to
such proceedings within the last five years.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities and Exchange Act of 1934 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 Securities and
Exchange Commission. They are also required to furnish the Company with copies
of all Section 16(a) forms they file. To the Company's knowledge, based solely
on review of the copies of Forms 3, 4 and 5 furnished to the Company we have
determined the following:

Based solely on our review of these reports or written representations from
certain reporting persons, the Registrant believes that during the fiscal year
ended September 30, 2002 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.

ITEM 10.  EXECUTIVE COMPENSATION.

Directors and Officers of the Registrant have received the following
compensation for the fiscal year ending September 30, 2002:
<TABLE>
<CAPTION>

                         Annual Compensation                Long-Term Compensation
                                                                   Awards                    Payouts
                         -----------------------------  -----------------------------------  ---------
(a)                      (b)     (c)     (d)    (e)         (f)         (g)         (h)         (i)

                                                                      Securities               All
                                               Other      Restricted  Under                   Other
                                               Compen-    Stock       Options/      LTIP      Annual
Name and                        Salary  Bonus  sation     Award(s)    SARs          Payouts   Compen-
Principal Position       Year    ($)     ($)    ($)         ($)        (#)          ($)       sation
----------------------   -----------------------------------------------------------------------------
<S>                      <C>    <C>     <C>    <C>        <C>         <C>           <C>       <C>

                         2002    -       -        650       -              -         -         -
David Bennett            2001    -       -      7,879       -           60,000 (1)   -         -
Vice-President of        2000    -       -      7,175       -              -         -         -
Exploration & Director

Cameron Fink             2002    -       -        -         -              -         -         -
President & Director     2001    -       -        -         -           20,000       -         -
                         2000    -       -        -         -              -         -         -
Arthur Evans
Director                 2002    -       -        -         -              -         -         -
                         2001    -       -        -         -           15,000       -         -
                         2000    -       -        -         -              -         -         -
Michael Hart
Director & Secretary     2002    -       -        -         -              -         -         -
                         2001    -       -       326        -           15,000       -         -
                         2000    -       -        -         -              -         -         -

<FN>
<F1>
(1)  Of the 60,000 shares reported to be held under option, 10,000 are
     attributable to Mr. David Bennett's spouse Jenni Lean. The options are held
     within a family trust of which Mr. Bennett and Jenni Lean are
     beneficiaries.
</FN>
</TABLE>

The Registrant does not have any long-term incentive plans to the Named
Executive Officers during the 2002 fiscal year.

There are no standard or other arrangements pursuant to which the Registrant's
directors were compensated in their capacity as such during the 2002 fiscal
year, nor do they receive any compensation for attending meetings of the Board
of Directors or serving on committees of the Board of Directors. The Registrant
may, however, determine to compensate its directors in the future. Directors
are entitled to reimbursement of expenses incurred in attending meetings. In
addition, the directors of the Registrant are entitled to participate in the
Registrant's stock option plan. See the below description of the stock option
plan in this section.

There are no compensation arrangements for employment, termination of
employment or change-in-control between the Registrant and the Named Executive
Officers.

The Registrant does not have a compensation committee of the board of directors
established.

The Registrant established a non-qualified stock option plan, during the 2000
fiscal year,(the "Plan") for directors, officers, employees and consultants who
provide services to the Registrant. 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.

<TABLE>
<CAPTION>
Option /Sar Grants In The 2000 Fiscal Year

                    Number of
                    Securities    Percentage of
                    Underlying    Options granted    Exercise or  Market Price
                    Options       to Employees in    Base Price   on Date of
Name                Granted (#)   the Fiscal Year    ($/Sh)       Grant          Expiration Date
--------------------------------------------------------------------------------------------------
<S>                 <C>           <C>                <C>          <C>            <C>

Cameron Fink        20,000(1)          8.6%            1.50         2.35             June 20, 2005
Mr. David Bennett   60,000(1)        25.81%            1.50         2.35             June 20, 2005
Arthur Evans        15,000(1)         6.45%            2.00         2.00          October 31, 2005
Michael Hart        15,000(1)         6.45%            1.50         2.35             June 20, 2005
--------------------------------------------------------------------------------------------------
<FN>
<F1>
(1) The options granted are subject to a vesting schedule whereby 1/6 of the
    total granted vests every six months from the date of granting. Additionally
    the options carry restrictions on resale whereby a maximum of 25% of the amount
    vested can be resold in any 30-day period.
</FN>
</TABLE>

Aggregate Option Exercises in the Last Fiscal Year and Fiscal Year- End Option
Values

No stock options were exercised by any named executive officer during the 2002
fiscal year.

<TABLE>
<CAPTION>
                                                            Number of
                                                            securities
                                                            underlying             Value of unexercised
                                                        unexercised options            in-the-money
                                                         as of December 10,          options December
                                                               2002(#)                 20, 2001(1)($)

                Shares acquired                         Exercisable/               Exercisable/
Name            on exercise (#)   Value Realized ($)    unexercisable              unexercisable
---------------------------------------------------------------------------------------------------------
<S>             <C>               <C>                   <C>                        <C>
Cameron Fink       nil                nil                  20,000/0                  nil/nil
David Bennett      nil                nil                  60,000/0(2)               nil/nil
Arthur Evans       nil                nil                  15,000/0                  nil/nil
Michael Hart       nil                nil                  15,000/0                  nil/nil
---------------------------------------------------------------------------------------------------------
<FN>
<F1>
(1) Based on a December 20, 2000 closing price of $0.15 per share.
<F2>
(2) Of the 60,000 shares exercisable, 50,000 shares are attributable
to the option granted to Mr. David Bennett while 10,000 are
attributable to an option granted to his spouse Jennie Lean.
</FN>
</TABLE>

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Registrant's securities are recorded on the books of its transfer agent in
registered form.  However, a majority of such shares are registered in the name
of intermediaries, such as, brokerage houses and clearing houses on behalf of
their respective clients and the Registrant does not have knowledge of the
beneficial owners thereof.  The Registrant is not directly or indirectly owned
or controlled by a corporation or foreign government.

As of December 10, 2002, the Registrant had an authorized share capital of
100,000,000 shares of Common Stock with a par value of $0.00001 per share, of
which 19,600,000 shares were issued and outstanding.

The following table sets forth, as of December 10, 2002, the beneficial
shareholdings of persons or entities holding five per cent or more of the
Registrant's common stock, each director individually, and each named executive
officer and all directors and officers of the Registrant 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.

<TABLE>
<CAPTION>


Name and Address                  Amount and Nature
of Beneficial Owner               of Beneficial Ownership   Position          Percent of Class
<S>                              <C>                         <C>              <C>
Cameron Fink
#30, 4810-40th Ave,
SWCalgary, Alberta,
T3E1E5                               20,000(1)               President
                                                             and Director      0.10%

Michael Hart
3331 Beach Avenue
Roberts Creek, BC
V0N 2W0                              15,000(1)               Director          0.08%

Arthur Evans
Suite 403-2008 Fullerton Ave.
Vancouver, BC
V7P 3G7                              15,000(1)               Director          0.08%

David Bennett
736 Makara Rd,
PO Box 17-217
Karori, Wellington, NZ               60,000 shares(2)        Director          0.31%

All officers and directors
as a group                          110,000                                    0.56%

Trans-Orient Petroleum Ltd.
887 Helmcken Street,
Vancouver, British Columbia
V6Z 1B1                          13,200,000 shares(3)                            54%

Alex Guidi
1408-1050 Burrard St
Vancouver BC V6Z 2S3              4,477,500 shares                            22.84%
<FN>

<F1>
(1)  These shares represent Common Stock that may be acquired within
     the next 60 days under a stock option held by the individual.
<F2>
(2)  These shares represent Common Stock that may be acquired within
     the next 60 days under a stock option held by the individual and his
     spouse.
<F3>
(3)  Of the 13,200,000 shares of Common Stock reported, 5,000,000
     shares are attributable to shares of Common Stock issuable under
     warrants within the next 60 days. Trans-Orient Petroleum Ltd. is a
     publicly owned company with a registered office in Vancouver, British
     Columbia. Mr. Alex Guidi, is the President, a member of the board of
     directors and the largest shareholder of Trans-Orient Petroleum Ltd.
</FN>
</TABLE>

Changes in Control of the Registrant

As at December 10, 2002, Trans-Orient Petroleum Ltd. owns 8,200,000, or
approximately 42%, of the issued and outstanding shares of Common Stock and has
the right to acquire a further 5,000,000 shares of Common Stock through the
exercise of fully vested options and warrants. Upon full exercise of these
options and warrants and assuming no other issuances by the Registrant to other
parties, Trans-Orient Petroleum Ltd. can increase its ownership to 54% of the
Registrant and thereby effectively control the Registrant. Trans-Orient
Petroleum Ltd. is a Yukon incorporated, publicly-traded company with its head
office located in Vancouver, BC, Canada.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

RELATED PARTY TRANSACTIONS

The following transactions are reported as transactions between the Registrant
and a related party for the last two years prior:

During the 2001 fiscal year, as approved by the Minister of Energy of New
Zealand, the Registrant, Magellan, and TAG Oil Ltd. ("TAG") reorganized their
equity interests in PEP 38256 to streamline permit operations. Under the new
terms, the north and south beneficial acreages were combined into one.
Transactions relating to PEP 38256 were subject to the approval by non-related
joint venture partners of each respective transaction involved in the Permit
and are in accordance with industry practice.

During the fiscal year the Registrant incurred $56,532 (2001 fiscal year:
$58,257) of mainly general and administrative costs through DLJ Management
Corp., ("DLJ"), a wholly owned subsidiary of Trans-Orient. This amount
represents costs incurred by DLJ on behalf of the Company for administrative
and accounting services. The transaction constitutes a related party
transaction because Trans-Orient Petroleum Ltd. is an affiliate of the
Registrant through it ownership of 8,200,000 shares of Common Stock
(representing 41.8% of the Registrant's issued and outstanding shares of Common
Stock). In addition, Trans-Orient Petroleum Ltd. has warrants to acquire up to
5,000,000 more shares of Common Stock. Additionally, Mr. Alex Guidi, an
affiliate of the Registrant, is also the former President and a former member
of the board of directors of Trans-Orient Petroleum Ltd. Mr. Guidi was a
controlling shareholder of the Registrant (see PART III ITEM 11 - SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT) and was also a
controlling shareholder of Trans-Orient Petroleum Ltd. owning 1,194,484 common
shares of Trans-Orient and further options to acquire 55,556 common shares of
Trans-Orient.


During the 2002 fiscal year, the Registrant paid Triad Creative Inc. a total of
Nil (2001: fiscal year: $9,968) for web design and corporate materials design.
Triad Creative Inc. is a marketing and design company which is a wholly-owned
subsidiary of Verida Internet Corp.
The transaction constitutes a related party transaction because Mr. Alex Guidi,
an affiliate of the Registrant is also affiliated to Verida. Verida however, is
no longer an operating company.

Investments for the 2002 fiscal year consist of common shares of Trans-Orient
and Gondwana.  During the 1998 fiscal year, the Company sold its 20%
participating interest in Petroleum Exploration Permit 38723 ("PEP 38723") to
Gondwana in exchange for 600,000 common shares of Gondwana at a deemed value of
$0.01667  per share.  If a commercial discovery is located in PEP 38723 before
October 30, 2002, an additional 600,000 common shares of Gondwana will be
issued to the Company. The additional 600,000 common shares of Gondwana that
were to be issued upon a commercial discovery being located on PEP 38723, prior
to October 30, 2002, expired as there was no discovery.

During the 2002 fiscal year, the Company paid $650 (September 30, 2001: $7,879)
in consulting fees to directors of the Company.

At September 30, 2002 the Company owed Indo-Pacific $11,967 (September 30,
2001: $6,381) This amount is non-interest bearing and has no fixed terms of
repayment.

Transactions such as cash paid to Triad Creative Inc. to design the
Registrant's web site and produce corporate materials closely resembled the
amounts that it would have cost the Registrant to receive from other
unaffiliated parties. Payments made to DLJ were on a cost basis with no
mark-up, based on time spent by the employees of DLJ providing accounting and
administrative services for the Registrant. The Registrant believes that it
would have had to pay more for these services if it had sought such services
from unaffiliated third-parties.

CONTROL BY TRANS-ORIENT PETROLEUM LTD.

As at December 10, 2002 Trans-Orient Petroleum Ltd. owns 8,200,000,
approximately 42% of the issued and outstanding shares of Common Stock and has
the right to acquire a further 5,000,000 shares of the Registrant through the
exercise of warrants. Upon full exercise of these warrants and assuming no
other issuances by the Registrant to other parties, Trans-Orient Petroleum Ltd.
can increase its ownership to 54% of the Registrant. Trans-Orient Petroleum
Ltd. is a Yukon incorporated, publicly-traded company with its head office
located in Vancouver, BC, Canada.

TRANSACTIONS WITH MR. GUIDI

In addition to his former position in the management of the Registrant, Mr.
Alex Guidi is the promoter of the Registrant. During the previous five-year
period Mr. Guidi received directly or indirectly, from the Registrant the
following:

On April 2, 1997, Pacific Reach Management Ltd., a private company wholly-owned
by Alex Guidi, was issued 195,000 shares of Common Stock at a price of $0.10
per share under Rule 504 of Regulation D, promulgated pursuant to the
Securities Act, for total proceeds paid by Pacific Reach Management Ltd. of
$19,500.

On August 11, 1997, International Resource Management Corporation (formerly
437577 B.C. Ltd.), a private company wholly-owned by Alex Guidi, was issued
3,000,000 shares of Common Stock at a price of $0.01 per share under Rule
903(b)(3) of Regulation S, for total proceeds paid by International Resource
Management Corporation of $30,000.



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) The following exhibits required by Item 601 of Regulation S-B are filed
herewith:

Exhibit
Number  Description
3.1    (1)  Articles of Incorporation, as filed February 20, 1997
3.2    (1)  Bylaws
3.3    (1)  Articles of Amendment to the Articles of
            Incorporation, as filed on July 27, 1998
10.9   (7)  Deed of Assignment and Assumption for PEP 38256, dated May 2001
16     (6)  Change of Accountants Letter
99.1   (1)  PEP 38256 Option Agreement dated June 25, 1998
99.2   (1)  Amending Agreement #1, Amendment #2 and Amendment Agreement #3 to
            PEP 38256 Option Agreement dated December 3, 1998, October 26, 1999
            and February 23, 2000.
99.3   (1)  PEP 38256 Joint Operating Agreement
99.4   (1)  AMG Oil Ltd. 2000 Stock Option Plan
99.5   (2)  Amended Permit Terms to PEP 38256
99.6   (3)  Farmout Agreement with Orion Exploration Limited
99.7   (4)  Farmout Agreement with Magellan Petroleum Australia Ltd.
99.8   (5)  Farmout Agreement with Durum Cons. Energy Ltd.
99.9   (8)  Change of permit - PEP 38256
99.9.1 (8)  Map - PEP 38256
                99.10  Certification of President Pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002
                99.11  Certification of Secretary and Treasurer Pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002



(1)  Previously filed as an exhibit to Form 10-SB, filed on March 24, 2000
(2)  Previously filed as an exhibit to Form 8-K, filed on October 18, 2000.
(3)  Previously filed as an exhibit to Form 8-K, filed on October 24, 2000.
(4)  Previously filed as an exhibit to Form 8-K filed on November 7, 2000.
(5)  Previously filed as an exhibit to Form 8-K filed on December 5, 2000.
(6)  Previously filed as an exhibit to Form 10K-SB, filed on December 22, 2000.
(7)  Previously filed as an exhibit to Form 8-K, filed on December 19, 2001.
(8)  Previously filed as an exhibit to Form 8-K, filed on September 25, 2002

(b)  On September 26, 2002, the Registrant filed a Current Report on Form 8-K,
     stating, under "Item 5.  Other Events and Regulation FD Disclosure," that
     on August 22, 2002, the Ministry of Economic Development of the government
     of New Zealand accepted and approved a work program on PEP 38256, the sole
     permit of the Registrant.  The approval will maintain the permit in good
     standing for the first 18 months of the second five year term of the
     permit, until February 25, 2004.

ITEM 14.  CONTROL AND PROCEEDURES.

(a) Evaluation of Disclosure Controls and Procedures.  The term "disclosure
controls and procedures" is defined in Rule 13a - 14(c) of the Securities
Exchange Act of 1934, or the Exchange Act.  This term refers to the controls
and procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files under the
Exchange Act is recorded, processed, summarized and reported within required
time periods. Our President and our Secretary and Treasurer have evaluated the
effectiveness of our disclosure controls and procedures as of a date within 90
days before the filing of this annual report, and they have concluded that as
of that date, our disclosure controls and procedures were effective at ensuring
that required information will be disclosed on a timely basis in our reports
filed under the Exchange Act.

(b) Changes in Internal Controls.  There were no significant changes to our
internal controls or in other factors that could significantly affect our
internal controls subsequent to the date of their evaluation by our President
and our Secretary and Treasurer, including any corrective actions with regard
to significant deficiencies and material weaknesses.

<PAGE>

                                  SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                        AMG OIL LTD.
                                        (Registrant)


    Date: December 20, 2002      By:  /s/ Cameron Fink
                                      ----------------------
                                      Cameron Fink, President

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.

       Name            Title                           Date

/s/ Cameron Fink
-----------------
Cameron Fink           President and Director          December 20, 2002

/s/ Michael Hart
-----------------
Michael Hart           Director, Secretary
                       and Treasurer                   December 20, 2002

/s/ David Bennett
-----------------
David Bennett          Director & Vice-President
                       of Exploration                  December 20, 2002

/s/ Arthur Evans
-----------------
Arthur Evans           Director                        December 20, 2002


<PAGE>
                                 Certification

I, Cameron Fink, Chief Executive Officer of AMG Oil Ltd., certify that:

1. I have reviewed this annual report on Form 10-KSB of AMG Oil Ltd.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in the report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

DATE: December 20, 2002       By:  /s/ Cameron Fink
                                   -----------------------
                                   Cameron Fink, President

<PAGE>
                                 Certification

I, Michael Hart, Secretary and Treasurer of AMG Oil Ltd., certify that:

1. I have reviewed this annual report on Form 10-KSB of AMG Oil Ltd.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in the report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

DATE: December 20, 2002       By:  /s/ Michael Hart
                                   -----------------------
                                   Michael Hart, Secretary and Treasurer

<PAGE>
                                 EXHIBIT 99.10

     CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
               TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of AMG Oil Ltd. (the "Company") on Form
10-KSB for the period ending September 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Cameron Fink,
President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company as
of and for the period covered by the Report.

DATE: December 20, 2002       By:  /s/ Cameron Fink
                                   -----------------------
                                   Cameron Fink, President



<PAGE>


     CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
               TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of AMG Oil Ltd. (the "Company") on Form
10-KSB for the period ending September 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Michael Hart,
Secretary and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company as
of and for the period covered by the Report.

DATE: December 20, 2002       By:  /s/ Michael Hart
                                   -----------------------
                                   Michael Hart, Secretary and Treasurer


<PAGE>