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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

FORM 20-F/AAmendment No. 1

(Mark One)

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
  OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[   ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended _________________________

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X]SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
  OF THESECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: **000-30087**

AMG OIL LTD.(Exact
name of Registrant as specified in its charter)

**Not applicable**(Translation of
Registrants name into English)

**Canada**(Jurisdiction of
incorporation or organization)

Suite 901, 30 St. Clair Avenue West Toronto, Ontario,
Canada, M4V 3A1(Address of principal executive offices)

Alan FriedmanSuite 901, 30 St. Clair Avenue
West Toronto, Ontario, Canada, M4V 3A1 Telephone: +1 416 250 1955
Facsimile: +1 416 250 6330 E-mail: afriedman@adiraenergy.com(Name, Telephone, Email and/or Facsimile number and Address of
Company Contact Person)

Securities registered or to be registered pursuant to section
12(b) of the Act:

|Title of each Class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | Not applicable                           

Securities registered or to be registered pursuant to Section
12(g) of the Act:

Common Shares(Title of Class)

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act:

N/A(Title of Class)

- 1 -

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The number of outstanding shares of each of the issuers classes
of capital or common stock as of September 1, 2009 was 62,240,001 common
shares.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ]     No[X]

If this report is an annual or a transition report, indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes [   ]      No [ 
 ]

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.

Yes[X]     No [   ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one):

Large accelerated filer [   ]
    Accelerated filer [   ]
    Non-accelerated filer[X]


Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

International Financial
      Reporting Standards as issued by theU.S. GAAP [   ]
    International Accounting
      Standards Board [   ]
    Other
[X]


If Other has been checked in response to the previous
question, indicate by check mark which financial statement item the
registrant has elected to follow.

Item 17[X]     Item 18 [  
]

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).

Yes [   ]      No[X]

__________

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EXPLANATORY NOTE

This Amendment No. 1 to the Shell Company Report on Form 20-F
originally filed with the Securities and Exchange Commission (the SEC)
on September 4, 2009 (the Original Form 20-F) is being filed by the
Registrant with the SEC for the sole purpose of filing the pro forma balance
sheet showing the effect of the acquisition of Adira Energy Corp. by the
Registrant in Item 17 of the Original Form 20-F.

This Amendment No. 1 consists of a cover page, this explanatory
note, the pro forma balance sheet required by Item 17, the exhibit index and the
signature page.

Other than expressly set forth herein, this Amendment No. 1
does not, and does not purport to, amend or restate any other information
contained in the Original Form 20-F nor does this Amendment No. 1 reflect any
events that have occurred after the Original Form 20-F was filed.

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PART III

ITEM 17        FINANCIAL
STATEMENTS

The following attached financial statement is incorporated
herein:

|1. | Pro Forma Consolidated Balance Sheet
        as at June 30, 2009 (Unaudited); and     
|-- | --------------------------------------------------------------------------------------
|   |                                                                                       
|2. | Notes to Pro Forma Consolidated Balance
        Sheet as at June 30, 2009 (Unaudited).

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AMG OIL LTD.

PRO FORMA CONSOLIDATED BALANCE SHEET

June 30, 2009

(Expressed in United States Dollars)

(Unaudited)

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AMG OIL LTD.Pro Forma Consolidated Balance Sheet
  June 30, 2009 
  (Expressed in United States Dollars) 
  (Unaudited)



AdiraAMG Oil Ltd.
      
      
      Energy Ltd.at June 30,
      
      
      at June 30,2009
      
      
      2009
      
      
      Adjustments
      
      
      Note
      
      
      ConsolidatedASSETSCash
      $
      946,128
      
      $
      53,502
      
      $
      2,000,000
      
      
      2(b)(c)
      
      $
      2,999,630Equipment deposits
      
      0
      
      
      140,350
      
      
      0
      
      
      
      
      
      140,350Oil and gas license
      
      0
      
      
      1
      
      
      0
      
      
      
      
      
      1$
      946,128
      
      $
      193,853
      
      $
      2,000,000
      
      
      
      
      $
      3,139,981LIABILITIESAccounts payable
      $
      14,654
      
      $
      22,851
      
      $
      225,000
      
      
      2(b)
      
      $
      262,506Due to related party
      
      0
      
      
      10,318
      
      
      0
      
      
      
      
      
      10,31814,654
      
      
      33,169
      
      
      225,000
      
      
      
      
      
      272,824EQUITYShare Capital
      
      232
      
      
      910,688
      
      
      2,606,088
      
      
      2(a)(b)(c)
      
      
      3,517,008Contributed Surplus
      
      4,232,140
      
      
      0
      
      
      (4,131,986
      )
      
      2(a)(b)
      
      
      100,154Deficit
      
      (3,300,898
      )
      
      (750,004
      )
      
      3,300,898
      
      
      2(a)
      
      
      (750,004
      )931,474
      
      
      160,684
      
      
      1,775,000
      
      
      
      
      
      2,867,158$
      946,128
      
      $
      193,853
      
      $
      2,000,000
      
      
      
      
      $
      3,139,981


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AMG OIL LTD.Notes to Pro Forma Consolidated Balance 
  Sheet Period Ended June 30, 2009 
  (Expressed in United States Dollars) 
  (Unaudited)

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|1. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The accompanying unaudited pro forma consolidated
        balance sheet as at June 30, 2009 was prepared by AMG Oil Ltd. (the Company
        or AMG) for inclusion in the Form-20F dated August 31, 2009
        being filed by the Company for submission to the Securities Exchange Commission
        for the Securities Exchange Agreement (the Agreement) with
        Adira Energy Corp. (Adira), as described in note 2(a). Accordingly,
        this unaudited pro forma consolidated balance sheet may not conform to
        the other financial statements included elsewhere in the Form 20-F. This
        pro forma consolidated balance sheet of the Company has been compiled
        by combining the unaudited balance sheet of AMG as at June 30, 2009 with
        the unaudited consolidated balance sheet of Adira as at June 30, 2009.                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | This unaudited pro forma consolidated balance
        sheet should be read in conjunction with the unaudited financial statements
        of AMG as at June 30, 2009, the audited financial statements of AMG as
        at September 30, 2008, the unaudited consolidated financial statements
        of Adira as at June 30, 2009 and the audited consolidated financial statements
        of Adira as at April 30, 2009 included elsewhere in the Form-20F, or available
        at http://www.sec.gov/edgar.shtml.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The unaudited pro forma consolidated balance
        sheet applies reverse takeover (RTO) accounting whereby the
        legal parent is considered to have been acquired by the legal subsidiary.
        Share capital represents the authorized and issued number of shares of
        the legal parent and the share capital amount and deficit are those of
        the legal subsidiary, the ongoing operating company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | It is managements opinion that this
        pro forma consolidated balance sheet includes all adjustments necessary
        for the fair presentation of the transactions described herein and is
        in accordance with Canadian generally accepted accounting principles (GAAP)
        applied on a basis consistent with the Companys accounting policies.
        There are no differences between Canadian and United States generally
        accepted accounting principles. Accordingly, the amounts presented conform
        to both Canadian and US GAAP and no reconciliation has been provided.
        The pro forma consolidated balance sheet is not intended to reflect the
        financial position of AMG, which would have actually resulted had the
        transactions been effected on the dates indicated. Actual amounts recorded
        upon consummation of the transactions will differ from those recorded
        in the unaudited pro forma consolidated balance sheet and the differences
        may be material.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | PRO FORMA ASSUMPTIONS AND ADJUSTMENTS WITH
        RESPECT TO THE PROPOSED TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The pro forma adjustments described below
        are based upon available information and certain assumptions management
        believes are reasonable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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AMG OIL LTD.Notes to Pro Forma Consolidated Balance 
  Sheet Period Ended June 30, 2009 
  (Expressed in United States Dollars) 
  (Unaudited)

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|2. | PRO FORMA ASSUMPTIONS AND ADJUSTMENTS WITH
        RESPECT TO THE PROPOSED TRANSACTIONS(Continued)
|-- | --------------------------------------------------------------------------------------------------
|   |                                                                                                   
|   | (a)                                                                                               
|   |                                                                                                   
|   |                                                                                                   

| | Cash                                           | $ | 946,128  |  
| | ---------------------------------------------- | - | -------- | -
| | Accounts payable and
      accrued liabilities |   | (14,654  | )
| |                                                |   |          |  
| |                                                |   | 931,474  |  
| | Issuance of share capital                      |   | (931,474 | )
| |                                                |   |          |  
| | Allocated to deficit                           | $ | 0        |  

| | (b) | Private placement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | Adira will complete a private placement financing of
        8,000,000 units at $0.25 per units for proceeds of $2,000,000 immediately
        prior to the securities exchange. Each unit consists of one common share
        of Adira and one-half of one common share purchase warrant. Each warrant
        entitles the holder to purchase one common share at a price of $0.50 per
        common share for a period of two years following closing. In connection
        with the private placement, the Company issued to agents, 240,001 common
        shares and 455,770 agents warrants. Each agents warrant is
        exercisable to purchase one common share at a price of $0.25 per common
        share for a two-year period following closing. The Company uses the Black-Scholes
        option pricing model to value compensatory warrants issued. The agents
        warrants issued were valued at $100,154 and were allocated to share issue
        costs. Additionally, the Company has accrued $225,000 for estimated costs
        associated with the private placement and securities exchange.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | To estimate the fair value of the warrants using the
        Black-Scholes model, the following weighted average assumptions were used:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Risk-free interest rate
      1.32%Expected life
      1.92 yearsExpected stock price volatility
      183.37%Expected dividend yield
      0.00%


| |     | Adira completed the placement of 7,600,000 units prior
        to the securities exchange and the remaining 400,000 unit placement subsequent
        thereto (note 2(c)).                     
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                
| | (c) | Private placement                                                                                                                                                                              
| |     |                                                                                                                                                                                                
| |     | Immediately subsequent to the completion of the securities
        exchange, AMG completed a private placement of 400,000 units at $0.25
        per unit for proceeds of $100,000 (note 2(b)).

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AMG OIL LTD.Notes to Pro Forma Consolidated Balance 
  Sheet Period Ended June 30, 2009 
  (Expressed in United States Dollars) 
  (Unaudited)

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|2. | PRO FORMA ASSUMPTIONS AND ADJUSTMENTS WITH
        RESPECT TO THE PROPOSED TRANSACTIONS(Continued)
|-- | --------------------------------------------------------------------------------------------------
|   |                                                                                                   
|   | (d)                                                                                               
|   |                                                                                                   
|   |                                                                                                   

| |                                                  |  | Number
      of |   |   |           |  
| | ------------------------------------------------ |  | --------------- | - | - | --------- | -
| |                                                  |  | Shares          |   |   | Amount    |  
| | AMG                                              |  |                 |   |   |           |  
| | Balance, June 30,
      2009                     |  | 23,200,000      |   | $ | 232       |  
| | Adira                                            |  |                 |   |   |           |  
| | Balance at June 30, 2009                         |  | 31,200,000      |   |   | 910,688   |  
| | Shares issued in private placement (note 2(b))   |  | 7,600,000       |   |   | 1,900,000 |  
| | Broker compensation shares issued (note 2(b))    |  | 240,001         |   |   | 60,000    |  
| | Share issue costs (note 2(b))                    |  | 0               |   |   | (385,154  | )
| |                                                  |  | 39,040,001      |   |   | 2,485,534 |  
| | Shares issued for the acquisition of Adira       |  |                 |   |   |           |  
| | Adira shares acquired by AMG pursuant to RTO     |  | (39,040,001     | ) |   | 0         |  
| | AMG shares issued pursuant to RTO (note 2(a))    |  | 39,040,001      |   |   | 931,474   |  
| | Elimination of AMG share balance pursuant to RTO |  |                 |   |   |           |  
| | (note 2(a))                                      |  | 0               |   |   | (232      | )
| | Shares issued in private placement of AMG        |  |                 |   |   |           |  
| | (note 2(c))                                      |  | 400,000         |   |   | 100,000   |  
| |                                                  |  | 400,000         |   |   | 1,031,242 |  
| | Balance, June 30, 2009                           |  | 62,640,001      |   | $ | 3,517,008 |  

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ITEM 19        EXHIBITS

The following exhibits are included in this Form 20-F/A:

|Exhibit |                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                  
|        |                                                                                                                              
|1.1     | Articles of Conversion(1)                                                                                                    
|        |                                                                                                                              
|1.2     | Articles of Continuance(1)                                                                                                   
|        |                                                                                                                              
|1.3     | By-Laws(1)                                                                                                                   
|        |                                                                                                                              
|4.1     | Securities Exchange Agreement among the Company, Adira
      Energy, Alan Friedman, Dennis Bennie and Ilan Diamond.(2)       
|        |                                                                                                                              
|4.2     | Form of Securities Exchange Agreement among the Company,
      Adira Energy and the Minority Shareholders of Adira Energy.(2)
|        |                                                                                                                              
|4.3     | 2009 Stock Option Plan(2)                                                                                                    
|        |                                                                                                                              
|4.4     | Agency Agreement between Adira Energy and Sandfire
      Securities Inc.(2)                                                  
|        |                                                                                                                              
|4.5     | Form of Subscription Agreement for Adira Energy August
      2009 Private Placement(2)                                       
|        |                                                                                                                              
|15.1    | Consent Letter of Devisser Gray, Chartered
      Accountants(2)                                                              

|(1) | Herein incorporated by reference as previously included
      in our Form 8-K filed on December 2, 2008.
|--- | --------------------------------------------------------------------------------------------------------
|    |                                                                                                         
|(2) | Previously filed in our Shell Company Report on Form 20-F
      filed with the SEC on September 4, 2009.

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SIGNATURES

The Registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this Amendment No. 1 Form 20-F, on its behalf.

AMG OIL LTD.



|Per:   | /s/ Ilan Diamond        | 
|------ | ----------------------- | 
|Name:  | Ilan Diamond            | 
|Title: | Chief Executive Officer | 
|       |                         | 
|       |                         | 
|       |                         | 
|Date:  | December 14, 2009       | 

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