---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

FORM 20-F

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

OR

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

For the fiscal year ended September 30, 2008

OR

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

For the transition period from _______________ to
_______________

OR

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

Date of event requiring this shell company report
_______________

Commission file number 0-27668

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

CANADA(Jurisdiction of incorporation or
organization)

Suite 2901, 1050 Burrard Street, Vancouver, British
Columbia, Canada, V6Z 2S3(Address of principal executive
offices)

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 without Par Value(Title of
Class)

---

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act. None

Number of outstanding common shares of AMG Oils capital stock
as on September 30, 2008.

23,200,000 Common Shares Without Par Value

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 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 [ x
]

Indicate by check mark whether Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934during the preceding 12 months (or for such shorter
period that 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 non-accelerated filer. See definition
of accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act.[     ]     Large
Accelerated Filer          
[     ]     Accelerated
Filer           [ x
]     Non Accelerated Filer

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

|U.S. GAAP [ x ] | International Financial Reporting Standards
      as issued | Other
|--------------- | ----------------------------------------------------------- | -----
|                | by the International Accounting Standards
      Board       |      

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 [    
]     Item 18 [ x ]

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 [ x ]     No [    
]

ii

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|TABLE OF CONTENTS
|-----------------
|AMG Oil Ltd.     
|Form 20-F        

|                           |                                                                                    | Page
|-------------------------- | ---------------------------------------------------------------------------------- | ----
|                           |                                                                                    |     
|FORWARD-LOOKING STATEMENTS | 1                                                                                 
|                           |                                                                                    |     
|REFERENCES                 |                                                                                    | 1   
|                           |                                                                                    |     
|PART I                     |                                                                                    | 1   
|ITEM 1.                    | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                              | 1   
|ITEM 2.                    | OFFER STATISTICS AND EXPECTED TIMETABLE                                            | 1   
|ITEM 3.                    | KEY INFORMATION                                                                    | 2   
|ITEM 4.                    | INFORMATION ON THE COMPANY                                                         | 9   
|ITEM 4A.                   | UNRESOLVED STAFF COMMENTS                                                          | 12  
|ITEM 5.                    | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                       | 13  
|ITEM 6.                    | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                         | 16  
|ITEM 7.                    | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                  | 20  
|ITEM 8.                    | FINANCIAL INFORMATION                                                              | 21  
|ITEM 9.                    | THE OFFER AND LISTING                                                              | 22  
|ITEM 10.                   | ADDITIONAL INFORMATION                                                             | 24  
|ITEM 11.                   | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                         | 42  
|ITEM 12.                   | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                             | 42  
|                           |                                                                                    |     
|PART II                    |                                                                                    | 42  
|                           |                                                                                    |     
|ITEM 13.                   | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 42  
|ITEM 14.                   | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
      AND USE OF PROCEEDS | 42  
|ITEM 15.                   | CONTROLS AND PROCEDURES                                                            | 42  
|ITEM 16.                   | [RESERVED]                                                                         | 43  
|ITEM 16A.                  | AUDIT COMMITTEE FINANCIAL EXPERT                                                   | 43  
|ITEM 16B.                  | CODE OF ETHICS                                                                     | 43  
|ITEM 16C.                  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                             | 44  
|ITEM 16D.                  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                         | 45  
|ITEM 16E.                  | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
      PURCHASERS       | 45  
|                           |                                                                                    |     
|PART III                   |                                                                                    | 45  
|ITEM 17.                   | FINANCIAL STATEMENTS                                                               | 45  
|ITEM 18.                   | FINANCIAL STATEMENTS                                                               | 47  
|ITEM 19.                   | EXHIBITS                                                                           | 47  
|                           |                                                                                    |     
|SIGNATURES                 |                                                                                    | 48  

iii

---

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 20-F (Annual
Report) constitute forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended (the Securities Act), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act). These forward-looking statements are not guarantees of our
future operational or financial performance and are subject to risks and
uncertainties. Words such as may, will, should, expect, plan,
intend, anticipate, believe, estimate, predict, potential or
continue and similar expressions may identify forward-looking statements.
Readers are cautioned not to place undue reliance on these statements, which
speak only as of the date of this Annual Report. These statements are subject to
risks and uncertainties that could cause results to differ materially from those
contemplated in such forward-looking statements.

Forward-looking statements include, but are not limited to,
statements regarding:

- our ability to successfully acquire a business or assets and produce
  revenue;
- our future financial performance as estimated in our financial projections;
- our forecasts of market demand; and
- highly competitive market conditions.

In evaluating these statements, you should consider various
factors, including the risks and uncertainties outlined below under the
subheading Risk Factors in Item 3, and, from time to time, in other reports we
file with the Securities and Exchange Commission (the SEC). We disclaim any
obligation to publicly update these statements, or disclose any difference
between our actual results and those reflected in these statements.

REFERENCES

In this Annual Report, references to we, us, our, AMG
Oil and the Company mean AMG Oil Ltd. The financial statements included
herein have been prepared under generally accepted accounting principles in the
United States (US GAAP). All currency amounts in this Annual Report are stated
in U.S. dollars unless otherwise indicated.

PART I

|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
      ADVISERS
|------- | -----------------------------------------------------------

Not applicable.

|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------

Not applicable.

1

---

|ITEM 3. | KEY INFORMATION
|------- | ---------------

|A. | Selected financial data
|-- | -----------------------

The selected historical financial information presented in the
table below for each of the fiscal years ended September 30, 2008, 2007, 2006,
2005 and 2004 is derived from the audited financial statements of the Company.
The audited financial statements of the Company for the fiscal years ended
September 30, 2008, 2007 and 2006 are included in this filing. The audited
financial statements of the Company for the fiscal years ended September 30,
2005 and 2004 are included in previous filings. The selected financial
information presented below should be read in conjunction with the Companys
audited financial statements and the notes thereto, and with the information
appearing under the headings, Information on the Company and Operating and
Financial Review and Prospects.

Our audited financial statements have been prepared in
accordance with US GAAP on a going concern basis, which contemplates the
realization of assets and the liquidation of liabilities in the ordinary course
of business. They do not include any adjustments to the recoverability and
classification of recorded assets amounts and liabilities that might be
necessary should the Company be unable to continue as a going concern. The
Company has no revenue producing operations and has incurred recurring operating
losses and an accumulated deficit of $3,169,899 at September 30, 2008. These
factors, among others, raise substantial doubt about the Companys ability to
continue as a going concern. The future of the Company and the realization of
its asset values will depend upon the Companys ability to obtain adequate
financing and continuing support from stockholders and creditors to attain
profitable operations.

The Company is a shell company and has not had any operations
since 2003. The Companys shareholders approved the change of its jurisdiction
of incorporation from the State of Nevada to the Canadian federal jurisdiction
under the Canada Business Corporations Act (the CBCA) by way of
continuation at a special meeting of shareholders held on November 25, 2008. The
Companys common shares remain registered under Section 12(g) of the Exchange
Act as a result of the operation of Rule 12g-3 of the Exchange Act, which means
that the Company meets the SECs definition of an SEC Issuer. As a result, the
Company is permitted under Part 4 of Canadian National Instrument 52-107 
Acceptable Accounting Principals, Auditing Standards and Reporting Currency to
continue to file its financial statements using US GAAP without a reconciliation
to Canadian generally accepted accounting principles.

2

---

Under US GAAP (in US$)

|                      |  | Year Ended September 30 |  
|--------------------- |  | ----------------------- | -
|                      |  | 2008                    |  
|                      |  | **$**                   |  
|Balance Sheet Data    |  |                         |  
|Cash and Cash         |  |                         |  
|Equivalents           |  | 1,104,364               |  
|Working Capital       |  | 1,062,473               |  
|Total Assets          |  | 1,104,471               |  
|Total Liabilities     |  | 41,998                  |  
|Total Stockholders    |  |                         |  
|Equity                |  | 1,062,473               |  
|Operating Data        |  |                         |  
|Revenues              |  | Nil                     |  
|Expenses              |  | (322,720                | )
|Other Items           |  | 40,061                  |  
|Net Loss from         |  |                         |  
|Continuing Operations |  | (282,659                | )
|Net Loss from         |  |                         |  
|Discontinued          |  |                         |  
|Operations            |  | -                       |  
|Net Loss and          |  |                         |  
|Comprehensive Loss    |  | (282,659                | )
|Net Loss per Share    |  |                         |  
|- From Continuing     |  |                         |  
|Operations            |  | (0.01                   | )
|- From                |  |                         |  
|Discontinued          |  |                         |  
|Operations            |  | (0.00                   | )

The Company has not declared any dividends.

Exchange Rates

On September 30, 2008 the buying rate for Canadian dollars was
US$1.00 for CDN$1.0642. At the close of business on December 15, 2008 the buying
rate for Canadian dollars was US$1.00 for CDN$1.2352. Rates of exchange are
obtained from the Bank of Canada and believed by the Company to approximate
closely the rates certified for customs purposes by the Federal Reserve Bank of
New York.

3

---

The following table sets out the buying rate for Canadian
dollars for the six months preceding September 30, 2008:

|          |  |            |  |  |          |  |  |           |  |  |           |  |  |             |  |  | September | 
|--------- |  | ---------- |  |  | -------- |  |  | --------- |  |  | --------- |  |  | ----------- |  |  | --------- | 
|          |  | April 2008 |  |  | May 2008 |  |  | June 2008 |  |  | July 2008 |  |  | August 2008 |  |  | 2008      | 
|Month End |  | 1.0072     |  |  | 0.9930   |  |  | 1.0197    |  |  | 1.0240    |  |  | 1.0620      |  |  | 1.0642    | 
|Average   |  | 1.0131     |  |  | 1.0002   |  |  | 1.0157    |  |  | 1.0131    |  |  | 1.0547      |  |  | 1.0574    | 
|High (2)  |  | 1.0234     |  |  | 1.0193   |  |  | 1.0292    |  |  | 1.0240    |  |  | 1.0693      |  |  | 1.0765    | 
|Low (2)   |  | 1.0014     |  |  | 0.9841   |  |  | 0.9930    |  |  | 1.0014    |  |  | 1.0271      |  |  | 1.0328    | 

The following table sets out the buying rate for Canadian
dollars for the last five fiscal years:

|             |  | 2008   |  |  | 2007   |  |  | 2006   |  |  | 2005   |  |  | 2004   | 
|------------ |  | ------ |  |  | ------ |  |  | ------ |  |  | ------ |  |  | ------ | 
|Year End (1) |  | 1.0642 |  |  | 0.9948 |  |  | 1.1177 |  |  | 1.1627 |  |  | 1.2616 | 
|Average      |  | 1.0094 |  |  | 1.1133 |  |  | 1.1425 |  |  | 1.2229 |  |  | 1.3251 | 
|High (2)     |  | 1.0765 |  |  | 1.1855 |  |  | 1.1937 |  |  | 1.2727 |  |  | 1.3957 | 
|Low (2)      |  | 0.9215 |  |  | 0.9914 |  |  | 1.0983 |  |  | 1.1627 |  |  | 1.2616 | 

|(1) | Year end is September 30.                                                                       
|--- | ------------------------------------------------------------------------------------------------
|(2) | The high and low buying rate figures are selected from
      daily high and low closing figures.

|B. | Capitalization and Indebtedness
|-- | -------------------------------

Not applicable.

|C. | Reasons for the Offer and Use of
      Proceeds
|-- | -----------------------------------------------

Not applicable.

|D. | Risk Factors
|-- | ------------

An investment in the Companys common shares should only be
made by persons who can afford to lose their entire investment and there can be
no assurance that the Companys common shares will increase in value.The purchase of the common shares involves a number of significant
risk factors.In evaluating us and our business, investors should
carefully consider the following risk factors in addition to the other
information included in this Annual Report.

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

There is a substantial doubt as to our ability to continue as a
going concern. We are a shell company. Our plan of operations is to acquire a
business or assets to produce revenue in the oil and gas sector. As at September
30, 2008 our working capital was $1,062,473, which is sufficient for us to
maintain our operations at this time. However, our ability to acquire a business
or assets will depend upon our ability to obtain adequate financing through the
sale of our common shares or debt. There is no guarantee that we would be able
to obtain such financing, on favorable terms, or at all.

4

---

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

We have historically incurred losses and these losses are
expected to continue in the future. We have never been profitable. At September
30, 2008 we had an accumulated deficit of $3,169,899. In order to become
profitable, we will need to generate significant revenues through an acquisition
of an oil and gas interest that leads to a commercial discovery of hydrocarbons
to offset our cost of revenues and general and administrative expenses, of which
there can be no assurance. We may not achieve or sustain our revenue or profit
objectives and our losses may increase in the future.

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

These factors include, but are not limited to:

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

An evaluation of our business is difficult because we are
in the start-up phase of our current business after discontinuing our oil and
gas operations in New Zealand and we face a number of risks encountered by
companies in our sector, including:

|(a) | our ability to find a suitable oil and gas
    interest;
|--- | --------------------------------------------------------

5

---

|(b) | our ability to raise working capital to maintain our
      operations and to have sufficient capital to acquire a suitable oil and
      gas interest;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                       
|(c) | our ability to discover hydrocarbons that are
      commercially viable; and                                                                          
|    |                                                                                                                                                       
|(d) | our ability to manage operations.                                                                                                                     

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

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

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

Robert Pollock owns 8,600,000 common shares of the Company,
which equates to 37.1% of our issued and outstanding shares, as of the date
hereof. Due to his common share ownership, Mr. Pollock is able to effect control
to elect the board of directors of the Company (the Board) and, therefore, to
control our business and affairs, including certain significant corporate
actions. See Item 4.A History and Development of the Company under the heading
Change of Control for further information.

The market for our common shares is limited.

There is currently only a limited trading market for our common
shares. Our common shares trade on the over-the-counter bulletin board (OTCBB)
under the symbol AMGOF, which is a limited market in comparison to the NASDAQ
Global Market, the American Stock Exchange and other national securities
exchanges.

There can be no assurance that a stable market for the
Companys common shares will ever develop or, if it should develop, be
sustained. Investors should assume that the market for the Companys common
shares will continue to be highly illiquid, sporadic and volatile. The Company
is required to remain current in its reporting obligations under the Exchange
Act, in order for its common shares to remain eligible for quotation on the
OTCBB. If the Company fails to meet its obligations as a reporting company
under the Exchange Act, the Companys common shares will cease to be eligible
for quotation on the OTCBB, and its shareholders may not be able to sell their
shares in the public market within the United States.

Penny stock rules limit the liquidity of our common
shares.

Our common shares may now, and in the future, be subject to the
penny stock rules under the Exchange Act. These rules regulate broker-dealer
practices for transactions in penny stocks. Penny stocks generally are equity
securities with a price of less than $5.00. The penny stock rules require
broker-dealers to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer must also provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson and monthly account statements

6

---

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

We have never paid cash dividends on our common
shares.

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

We have limited financial resources.

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

Recent market events and conditions, including
disruptions in the U.S. and international credit markets and other financial
systems and the deterioration of the U.S. and global economic conditions, has,
among other things, impeded access to capital or increased the cost of
capital.

In 2007 and 2008, the U.S. credit markets began to experience
serious disruption due to a deterioration in residential property values,
defaults and delinquencies in the residential mortgage market (particularly,
subprime and non-prime mortgages) and a decline in the credit quality of
mortgage backed securities. These problems led to a slow-down in residential
housing market transactions, declining housing prices, delinquencies in
non-mortgage consumer credit and a general decline in consumer confidence. These
conditions continued and worsened in 2008, causing a loss of confidence in the
broader U.S. and global credit and financial markets and resulting in the
collapse of, and government intervention in, major banks, financial institutions
and insurers and creating a climate of greater volatility, less liquidity,
widening of credit spreads, a lack of price transparency, increased credit
losses and tighter credit conditions. Notwithstanding various actions by the
U.S. and foreign governments, concerns about the general condition of the
capital markets, financial instruments, banks, investment banks, insurers and
other financial institutions caused the broader credit markets to further
deteriorate and stock markets to decline substantially. In addition, general
economic indicators have deteriorated, including declining consumer sentiment,
increased unemployment and declining economic growth and uncertainty about
corporate earnings.

7

---

These unprecedented disruptions in the current credit and
financial markets have had a significant material adverse impact on a number of
financial institutions and have limited access to capital and credit for many
companies. Access to additional capital may not be available on terms acceptable
to us or at all.

An investment in AMG Oil will likely be
diluted.

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

Legal proceedings against foreign directors may be
difficult.

The Company is incorporated under the laws of Canada and all of
the Companys directors and officers are residents of Canada. Consequently, it
may be difficult for U.S. shareholders to effect service of process within the
U.S. upon the Company or upon its directors or officers, or to realize in the
U.S. upon judgments of U.S. courts predicated upon civil liabilities under the
Exchange Act. Furthermore, it may be difficult for shareholders to enforce
judgments of the U.S. courts based on civil liability provisions of the U.S.
federal securities laws in a foreign court against the Company or any of the
Companys non-U.S. resident officers or directors.

Conflicts of interest may arise.

In previous fiscal years the Company has been associated with
other public junior resource companies through common directors, common officers
and common shareholdings. Currently, the Company has an officer who is also an
officer and a director of TAG Oil Ltd. (TAG) as well as an officer and a
director of Trans-Orient Petroleum Ltd. (Trans-Orient), an officer and a
director who is also a director of Trans-Orient, and a director who is also a
director of TAG. The Company may become associated with other public junior
resource companies in the future and may continue to hold equity investments in
these other companies. It is possible that conflicts of interest may arise
between their duties as a director and/or officer of the other companies, and as
a director or officer of the Company. The Company may also make application for
interests in petroleum properties with companies with which it is associated or
may become associated. The percentage participation of the Company and any other
company in a property is determined by the board of directors of each such
company independently, using the best business judgment of the Board. Persons
who are not willing to rely on the discretion and judgment of management and the
Board and any companies with which it is associated or may become associated
should not consider a purchase of our securities. Furthermore, under the
Companys Articles and the relevant legislation, any such conflict of interest
is required to be disclosed and any contract in which a director or officer has
a material interest must be referred to the Board for approval, and the
interested director will not vote on any resolution giving such approval.

8

---

|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------

|A. | History and Development of the Company
|-- | --------------------------------------

Corporate Actions

AMG Oil is a Vancouver, British Columbia, Canada based company
which was, from 1999 to 2003, modestly active in oil and gas exploration. AMG
Oil has been inactive since 2003. Our corporate office is located at 29011050
Burrard Street, Vancouver, British Columbia, Canada, and our telephone number is
(604) 682-6496. Our administration is effected through our corporate office
located at the above address and all of our directors and officers are resident
in British Columbia.

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

AMG Oil has been inactive for approximately the last four years
and may be considered a shell company within the meaning assigned to that term
in Rule 12b-2 of the Exchange Act because we have no operations and our assets
consist solely of cash. In previous years, we conducted our oil and gas
exploration activities in New Zealand but withdrew from the permit and assigned
our interest to the other participants in the permit during the 2003 fiscal
year.

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

We do not receive any revenue from our discontinued oil and gas
operations in New Zealand and have no significant assets, tangible or intangible
except for cash on hand. We have no history of earnings and there is no
assurance that our business will be profitable. As at September 30, 2008, we had
an accumulated deficit of $3,169,899 and we expect to continue incurring
operating losses and accumulating deficits in future periods. We have no
significant future obligations.

On November 25, 2008, the Companys shareholders approved the
change of its jurisdiction of incorporation from the State of Nevada to the
Canadian federal jurisdiction under the CBCA by way of continuation. The
Companys common shares remain registered under Section 12(g) of the Exchange
Act as a result of the operation of Rule 12g-3 of the Exchange Act. The Company
completed the filing of its Articles of Conversion with the Nevada Secretary of
State on November 25, 2008, and the Companys Articles of Continuance were
accepted for filing by Industry Canada effective November 27, 2008. The effect
of these filings is to transfer the jurisdiction of incorporation of the Company
from the State of Nevada to the Canadian federal jurisdiction under the CBCA.
Copies of the Articles of Conversion, Articles of Continuance, Certificate of
Continuance and By-Laws, are attached to this Annual Report as exhibits. The
Companys current trading symbol on the OTCBB is AMGOF.

9

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Change of Control

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

The purchase and sale of these shares for $86,000 was completed
on November 29, 2005. These common shares represent 37.1% of the outstanding
shares of the Company. The seller of these common shares was the previous
majority shareholder, Trans-Orient, which sold 7,305,500 common shares and one
other seller, who sold 1,294,500 common shares. Trans-Orient is a company
registered under the Exchange Act and is controlled by Mr. Peter Loretto, its
former President, who is a businessman residing in Vancouver, British Columbia,
Canada.

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

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

Principal Operations, Expenditures &
Divestitures

During the fiscal years ended September 30, 2008,
September 30, 2007 and September 30, 2006

During the last three fiscal years and up to December 15, 2008,
the Company has completed various expenditures in the normal course.

The Company incurred expenditures of $322,720, $90,640 and
$68,046 in fiscal 2008, 2007 and 2006, respectively, relating primarily to
general and administrative (G&A) expenses.

Subsequent to the fiscal year ended September 30,
2008

We anticipate that our expenditures for the next twelve months
will be approximately $150,000. These anticipated expenditures relate to
consulting, accounting, legal and administrative expenses and to the costs of
targeting a new business opportunity. These anticipated expenditures do not
include any amount that may be required to acquire an interest in a new business
opportunity or to fund a new business opportunity once acquired.

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

10

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Financing

During the 2008 and 2007 fiscal years, the Company did not
conduct any financing activities.

During the 2006 fiscal year, AMG Oil completed a private
placement financing of 6,000,000 units (each a Unit) at a price of US$0.25 per
Unit for gross proceeds of $1.5 million and also issued 600,000 additional Units
under a rights agreement. Each Unit consists of one share of common stock and
one share purchase warrant and each warrant entitles the holder thereof to
acquire an additional share of common stock at a price of US$0.50 for a period
of 24 months subject to an accelerated expiry provision whereby the warrants
will expire 30 days after a registration statement has been declared effective
by the SEC and our shares have traded at or above $1.00 for 20 consecutive days.
Each Unit also includes a right to receive an additional 0.10 of one Unit
granted if a registration statement was not declared effective by the SEC on or
before August 27, 2006. An additional 600,000 Units were granted because a
registration statement was not declared effective by the SEC on or before August
27, 2006. On February 26, 2008, the Company extended the February 28, 2008
expiry date of the Companys 6,600,000 share purchase warrants to February 28,
2009.

Public Takeovers

The Company is not aware of any public takeover by third
parties in respect of its common shares, or by the company of any other
companys shares, either planned or having occurred during the last and current
financial year.

|B. | Business Overview
|-- | -----------------

Nature of Operations

We are a shell company. We currently do not have any operations
as we withdrew from our sole oil and gas property on May 2, 2003. Our plan of
operations is to acquire a business either through purchase, merger,
consolidation, application or other means.

Our management anticipates concentrating our efforts on
locating and acquiring a business, properties, or other assets, or combination
thereof, in the oil and gas industry, although we may acquire a business in
another area. There can be no assurance that we will be able to find a suitable
business to acquire, successfully negotiate the terms of any acquisition, or
have the assets to complete any transaction. Since we are a shell company with
nominal assets and no operations, it may be necessary for us to obtain
additional financing (i) to pay our ongoing operating and administrative
expenses, including our audit and other professional expenses associated with
our reporting obligations under the Exchange Act, (ii) to pay costs associated
with locating and acquiring another business, and (iii) to fund the operations
of any business in which we may be successful in acquiring an interest. There
can be no assurance AMG Oil will be able to raise any funds for any purposes,
including the prospective acquisition of a new business. In the event AMG Oil is
unable to raise sufficient funds, AMG Oil will be unable to acquire any
businesses and may be forced to scale back expenditures including by way of
ceasing to be a reporting company under the Exchange Act.

At September 30, 2008 our current assets totaled $1,104,471
compared to $1,318,282 at the beginning of the fiscal year. Our current assets
for the 2008 fiscal year consisted primarily of

11

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cash. Our current liabilities at September 30, 2008 were
$41,998 (2007: $10,690). Cash on hand is currently our only source of liquidity.
We do not have any lending arrangements in place with banking or financial
institutions and we do not anticipate that we will be able to secure these
funding arrangements in the near future.

We have sufficient amount of working capital required to fund
our plan of operations for the next twelve months, which will be approximately
$150,000, based on our current expected expenditures. These anticipated
expenditures relate to consulting, accounting, legal and administrative expenses
and to the costs of targeting a new business opportunity. We currently have
sufficient capital to maintain our required overhead, but we have no revenues
and we anticipate that we will be required to issue common stock to raise the
necessary funds to finance an acquisition or any additional expenditures that
may be incurred during the next twelve months if we acquire a suitable business
opportunity. To date, we have relied principally on the issuance of common
shares in private placements to individuals known to our officers and directors
to raise funds. There can be no assurance that we will be successful in raising
additional funds through the issuance of additional equity nor that the parties
that have provided funds in the past will continue to do so.

|C. | Organizational Structure
|-- | ------------------------

As of the date of this Annual Report, the Company has no
subsidiaries.

|D. | Property, Plant and Equipment
|-- | -----------------------------

Material Tangible Fixed Assets

As of the date of this Annual Report, the Company does not have
any property or equipment.

Major Encumbrances Thereon

The Company does not currently and did not have any major
encumbrances, liens or mortgages on its assets as of September 30, 2008.

Description of Properties

Our administrative offices are located at 2901-1050 Burrard
Street, Vancouver, British Columbia, Canada, V6Z 2S3, and our telephone number
is (604) 682-6496. AMG Oil utilizes the corporate office space for CDN$500 (plus
G.S.T.) per month, which DLJ Management Ltd. (DLJ) invoices directly to the
Company at the beginning of each month. DLJ is a wholly-owned subsidiary of
Trans-Orient, a company which is related to us through a common director and a
common officer. Also, DLJ employs one of our directors.

|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

Not applicable.

12

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|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND
      PROSPECTS
|------- | --------------------------------------------------

The following discussion and analysis of the Companys
historical financial and operating results for the years ended September 30,
2008, 2007, and 2006 should be read in conjunction with (i) the audited
financial statements of the Company for the years ended September 30, 2008,
2007, and 2006, together with the notes related thereto and (ii) Item 4 -
Information on the Company. The financial statements have been prepared in
accordance with US GAAP. All dollar values are expressed in U.S. dollars, unless
otherwise stated.

|A. | Operating Results
|-- | -----------------

Summary

We have not generated any revenues from our operations and we
have funded our operations primarily from the sale of our common shares. We plan
to spend approximately $150,000 in fiscal 2009 to pursue our plan of operations
that relate to consulting, accounting, legal and administrative expenses and to
the costs associated with locating and acquiring another business.

Results of Operations  2008 Compared to 2007 and
2006

The Company has not earned any revenues from operations to
date. The Company plans to continue to maintain its plan of operations
associated with targeting another business.

Total losses incurred since incorporation to the period ending
September 30, 2008 were $3,169,899. The level of future operations may be
limited by the availability of capital resources, the sources of which are not
predictable.

The Company had a net use of cash of $213,768 from operating
activities for the year ending September 30, 2008 compared to a net use of cash
of $30,150 for the comparable year ending September 30, 2007 (2006: $25,201),
which is an increase resulting primarily from G&A expenses. Our increased
G&A expenses were primarily the results of increased consulting and
professional fee expenses incurred as part of the change of jurisdiction process
and associated special meeting of shareholders. These costs were partially
offset by interest income being received as detailed below.

The Company incurred a net loss for the 2008 fiscal year of
$282,659 ($0.01 per share) compared to a loss of $25,330 ($0.00 per share) for
the year ended September 30, 2007 (2006: $36,173, $0.00 per share), a difference
resulting primarily from $285,180 in G&A expenses relating to the Companys
operations, compared to $90,640 for the year ended September 30, 2007 (2006:
$68,046). The Company also recorded stock-based compensation of $37,540 and
interest income of $40,061 in the 2008 fiscal year compared to just interest
income of $65,310 for the year ended September 30, 2007 (2006: $31,873).

Inflation

Inflation has not had a material impact on our operations.

13

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Foreign Currency Fluctuations

Fluctuations in foreign currency have not had a material impact
on our operations.

Government Regulation

There is no governmental regulation that the Company is aware
of or that would affect us.

Critical Accounting Policies

Refer to note 2 of the audited financial statements of the
Company for the fiscal year ended September 30, 2008 included herein.

|B. | Liquidity and Capital Resources
|-- | -------------------------------

Liquidity

As at September 30, 2008, the Company had $1,104,364 in cash
and cash equivalents and $1,062,473 in working capital. This compares to
$1,318,132 (2006: $1,348,282) in cash and cash equivalents and $1,307,592 (2006:
$1,332,922) in working capital for the year ended September 30, 2007. At
September 30, 2008, the Companys current assets were $1,104,471 (2007:
$1,318,282; 2006: $1,348,282), including cash on hand of $1,104,364 (2007:
$1,318,132; 2006: $1,348,282) and prepaid expenses of $107 (2007: $150; 2006:
$Nil). Our current liabilities at September 30, 2008 were $41,998 (2007:
$10,690; 2006: $15,360). Cash on hand is currently our only source of
liquidity.

Our capital resources historically have been comprised
primarily of funds provided by private investors who are either existing
contacts of management or who come to our attention through brokers, financial
institutions and other intermediaries. As a result of our brokered private
placement during the 2006 fiscal year, our capital resources expanded to a
broader group. These capital resources are not anticipated to change during the
2009 fiscal year. Our access to capital is always dependent upon general
financial market conditions.

The Company did not conduct any financing activities for the
years ended September 30, 2008 and September 30, 2007. During the 2006 fiscal
year, financing activities provided cash of approximately $1,500,000 from the
issuance of common shares. For further detail on the Companys financing
activities see Item 4.A  History and Development of the Company under the
heading Principal Operations, Capital Expenditures & Divestitures.

We did not conduct any investing activities for the 2008, 2007
or 2006 fiscal years.

The net impact of all cash activities during the twelve months
ended September 30, 2008 resulted in a net decrease in cash of $213,768, a net
decrease in cash of $30,150 for the year ended September 30, 2007 and a net
increase in cash of $1,333,756 for the year ended September 30, 2006.

The Company has maintained its liquidity and has funded its
operations primarily from the sale of its common shares. The Company relies on
its ability to raise additional capital through the issuance of common shares,
which may have a dilutive effect on the Companys shareholders, to

14

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fund its expenditures. The Company will require additional
funding, however, the Company cannot give assurance that it will be able to
secure outside sources of capital in an amount that is sufficient for it to
undertake its plan of operations. In the event that future equity financing
cannot be raised or negotiations for joint venture funding are not successful,
our activities may be curtailed and this may adversely affect our ability to
carry out any acquisitions of suitable oil and gas operations or any other
business opportunity.

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

Material Commitments for Capital Expenditures

See Item 4.A History and Development of the Company under the
heading Principal Operations, Expenditures & Divestitures for further
information.

|C. | Research and Development, Patents and
      Licenses
|-- | ----------------------------------------------------

Not applicable.

|D. | Trend Information
|-- | -----------------

The Company is not aware of any trends that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors. For information on risks associated to the Company refer to Item 3.D
 Risk Factors.

|E. | Off-Balance Sheet Arrangements
|-- | ------------------------------

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

|F. | Tabular Disclosure of Contractual
      Obligations
|-- | ---------------------------------------------------

On October 1, 2007, the Company entered into an agreement with
PCL Holdings Ltd. (PCL), a private company based in Vancouver, British
Columbia, Canada, to provide advisory services to the Company on an on-going
basis and includes monthly compensation of CDN$5,000 per month. The Company has
no significant commitments or contractual obligations with any parties
respecting executive compensation, consulting arrangements or other matters,
except as disclosed above.

The following table sets forth our contractual obligations as
at September 30, 2008:

15

---

|                              |  |       |  |  | Payments due by period |  |  |           | 
|----------------------------- |  | ----- |  |  | ---------------------- |  |  | --------- | 
|                              |  |       |  |  | Less than              |  |  |           | 
|Contractual
      Obligations |  | Total |  |  | 1
      year           |  |  | 1-3 years | 
|                              |  |       |  |  |                        |  |  |           | 
|Long-Term Debt Obligations    |  | -     |  |  | -                      |  |  | -         | 
|Capital (Finance) Lease       |  |       |  |  |                        |  |  |           | 
|Obligations                   |  | -     |  |  | -                      |  |  | -         | 
|Operating Lease Obligations   |  | -     |  |  | -                      |  |  | -         | 
|Purchase obligations          |  | -     |  |  | -                      |  |  | -         | 
|Other Long-Term Obligations   |  | -     |  |  | -                      |  |  | -         | 
|Other Long-Term Liabilities   |  |       |  |  |                        |  |  |           | 
|Reflected on the Companys    |  |       |  |  |                        |  |  |           | 
|Balance Sheet under the GAAP  |  |       |  |  |                        |  |  |           | 
|of the primary financial      |  |       |  |  |                        |  |  |           | 
|statements                    |  | -     |  |  | -                      |  |  | -         | 
|Total                         |  | -     |  |  | -                      |  |  | -         | 

|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND
      EMPLOYEES
|------- | ------------------------------------------------

|A. | Directors and Senior Management
|-- | -------------------------------

As at December 15, 2008 the directors and senior management of
the Company are as follows:

|Name                 | Residence                    | Position                                                                   
|-------------------- | ---------------------------- | ---------------------------------------------------------------------------
|Michael Hart (1)(2)  | Roberts Creek, B.C., Canada | President, Chief Executive
      Officer, Secretary, Treasurer and Director
|John Campbell (1)(2) | West Vancouver, B.C., Canada | Director                                                                   
|Dan Brown (1)(2)     | Langley, B.C., Canada        | Director                                                                   
|Garth Johnson (2)    | Surrey, B.C., Canada         | Chief Financial Officer                                                    

|(1) | Member of audit committee.    
|--- | ------------------------------
|(2) | Member of disclosure committee

Mr. Michael Hart, President, Chief Executive Officer,
Secretary, Treasurer and Director.Mr. Hart has been a director of the
Company since December 13, 1999. Mr. Hart is a long-time investor in natural
resources and has experience with public companies in the oil and gas industry.
He has been a self-employed businessman since 1995 working as a book keeper with
an investment-banking group responsible for taking projects from start-up to the
public markets. Mr. Hart passed the Canadian Securities Course in 1995 and went
on to receive a certification in financial management for small businesses in
2004 from Capilano College in British Columbia. Mr. Hart is currently a director
of Trans-Orient, and is also the Corporate Secretary and a director of Entourage
Mining Ltd.

Mr. John Campbell, Director.Mr. Campbell became
a director of the Company on March 21, 2006 when he replaced Mr. Doug Lynes, who
resigned on March 21, 2006. Mr. Campbell is a retired member of the Law Society
of British Columbia and for the past 20 years has served as President of mining
explorer, Trans America Industries Ltd.

16

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Mr. Dan Brown, Director.Mr. Brown became a
director of the Company on April 14, 2005. Mr. Brown has over seven years of
experience, providing financial and accounting services to public and private
companies. Mr. Brown is also a director of TAG.

Mr. Garth Johnson, Chief Financial Officer.Mr.
Johnson became the Chief Financial Officer of the Company on February 1, 2006
when he replaced Mr. Michael Hart, who resigned as Chief Financial Officer of
the Company on February 1, 2006. Mr. Johnson is a Certified General Accountant
with over twelve years of experience in executive management, acquisitions,
finance, accounting and regulatory reporting for public companies and has been
instrumental in developing junior companies from start-up to listing on various
exchanges. Mr. Johnson is also a corporate business executive that has been
involved in oil and gas activities, primarily in New Zealand and Papua New
Guinea, over the past 12 years. Mr. Johnson is also the Chief Executive Officer,
Chief Financial Officer, Secretary and a director of TAG, as well as the
President, Chief Executive Officer and a director of Trans-Orient.

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

No director or any member of senior management has any family
relationships with any other director or manager. There is no arrangement with
any major shareholder, customer, supplier or other party pursuant to which any
person was selected as a director or member of senior management.

|B. | Compensation
|-- | ------------

The following table sets forth the aggregate compensation paid
by the Company for services rendered during the last full fiscal year indicated,
reported as at September 30, 2008:

SUMMARY COMPENSATION TABLE

Compensation
    Common Shares Under OptionNamed and Principal Position
    Year Ended
    Salary ($)
    Other Annual
      Compensation ($)
    Number of Options
    Exercise Price
    Expiry DateMichael Hart, President, Chief Executive Officer,
      Secretary, Treasurer and Director
    2008
    -
    -
    -
    -
    -John Campbell, Director
    2008
    -
    -
    -
    -
    -Dan Brown, Director (1)
    2008
    -
    $12,955
    -
    -
    -Garth Johnson, Chief Financial Officer
    2008
    -
    -
    -
    -
    -


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

17

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There are no outstanding equity awards granted to our executive
officers or directors. We do not provide any pension, retirement or similar
benefits.

|C. | Board Practices
|-- | ---------------

Term of Office

All directors have a term of office expiring at our next annual
general meeting, unless a directors office is earlier vacated in accordance
with our Articles or the provisions of the CBCA. All officers serve at the
discretion of the Board. The following sets forth certain information relating
to our directors and officers:

|Name          | Position                                                                    | Office Held Since
|------------- | --------------------------------------------------------------------------- | -----------------
|Michael Hart  | President, Chief Executive
      Officer, Secretary, Treasurer and Director | December 1999    
|John Campbell | Director                                                                    | March 2006       
|Dan Brown     | Director                                                                    | April 2005       
|Garth Johnson | Chief Financial Officer                                                     | February 2006    

Directors Service Contracts

None of the directors have contracts that provide for any
benefits upon termination of his/her service as a director.

Audit and Compensation Committees

The Company has an audit committee and audit committee charter.
A copy of the Companys audit committee charter was filed as an exhibit to the
Companys Form 10-KSB filed with the SEC for the Companys 2003 fiscal year. The
function of the audit committee is to monitor the veracity of the financial and
regulatory reports produced by the Company, and the controls that are in place
to ensure the opportunities for fraud or material error in the financial
statements of the Company are minimized. The current audit committee is
comprised of Michael Hart, Dan Brown and John Campbell.

The Board has determined that John Campbell meets the SECs
definition of an audit committee financial expert. The Board has also
determined that Mr. Campbell meets the definition of an independent director,
as defined in Rule 121A of the American Stock Exchange Company Guide.

The Company does not have a compensation committee. Currently,
any material commitments, inclusive of remuneration, are required to be
pre-approved by the Board.

The Company has a disclosure committee and a disclosure
committee charter. Our disclosure committee is comprised of all of our officers
and directors. The purpose of the committee is to provide assistance to the
Chief Executive Officer and the Chief Financial Officer in fulfilling their
responsibilities regarding the identification and disclosure of material
information about us,

18

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and the accuracy, completeness and timeliness of our financial
reports. A copy of our disclosure committee charter, as updated and approved by
our Board, is attached as an exhibit to this Annual Report.

|D. | Employees
|-- | ---------

As at December 15, 2008 the Company has no employees, but
receives various consulting and advisory services from consultants. Effective
October 1, 2007, we entered into a consulting agreement with PCL to perform
various consulting and advisory services in relation to seeking appropriate
prospects on an on-going basis (subject to termination provisions) in
consideration of monthly consulting compensation of CDN$5,000.

None of our current officers are employed directly by AMG Oil,
and all officers devote less than 10% of their time to our business. All of our
officers and directors devote a significant amount of their time to other
interests.

|E. | Share Ownership
|-- | ---------------

The following table provides information relating to the
shareholdings of our directors and officers as of December 15, 2008:

|              |  |           |     |  |           |  |  | Percentage of  |  |  |                |  |  |             | 
|------------- |  | --------- | --- |  | --------- |  |  | -------------- |  |  | -------------- |  |  | ----------- | 
|              |  | Number of |     |  | Number of |  |  | Outstanding    |  |  | Exercise Price |  |  | Expiry Date | 
|Name          |  | Shares    |     |  | Options   |  |  | **Shares (1)** |  |  | of Options     |  |  | of Options  | 
|Michael Hart  |  | 11,000    | (2) |  | -         |  |  | 0.0 %          |  |  | -              |  |  | -           | 
|John Campbell |  | 158,840   | (3) |  | -         |  |  | 0.7%           |  |  | -              |  |  | -           | 
|Dan Brown     |  | 22,000    | (4) |  | -         |  |  | 0.1%           |  |  | -              |  |  | -           | 
|Garth Johnson |  | -         |     |  | -         |  |  | -              |  |  | -              |  |  | -           | 

|(1) | Based on 23,200,000 shares of our common stock issued and
      outstanding as of December 15, 2008.                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Harts beneficial ownership of 11,000 shares includes
      11,000 share purchase warrants that can be exercised at a price of $0.50
      per share and expire on February 28, 2009.     
|(3) | Mr. Campbells beneficial ownership of 158,840 shares
      includes 55,000 share purchase warrants that can be exercised at a price
      of $0.50 per share and expire on February 28, 2009.
|(4) | Mr. Browns beneficial ownership of 22,000 shares
      includes 22,000 share purchase warrants that can be exercised at a price
      of $0.50 per share and expire on February 28,
2009.    

No shares held by directors or officers have different voting
rights.

On March 13, 2000, the Board approved a non-qualified share
option plan (the Share Option Plan) that allows us to issue options to
directors, officers, employees and consultants. Under the terms of the Share
Option Plan, 3,000,000 common shares are reserved for issuance. Any options
issued under the Share Option Plan expire on the earlier of 10 years from the
establishment of the Share Option Plan or the expiry date assigned to the
individual option grant. As of December 15, 2008, 396,000 options have been
granted under the Share Option Plan to Jones, Gable & Company Limited in
February 2006 as a commission for arranging our financing, but had not been
exercised during the 2008 fiscal year. All of the 396,000 options that have been
granted are exercisable and will expire on February 28, 2009. A copy of the
Share Option Plan is included as an exhibit hereto.

19

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The Company does not have any formal arrangements for involving
the employees in the capital of the Company. The number of options that may be
granted to each employee of the Company would be determined by the Board and
conducted pursuant to the Share Option Plan.

|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY
      TRANSACTIONS
|------- | -------------------------------------------------------

|A. | Major Shareholders
|-- | ------------------

Beneficial Holders of 5% or More of Voting
Securities

The following sets forth information relating to the beneficial
ownership of our common shares held by persons who own 5% or more of our common
shares as of December 15, 2008.

|Name and
      Address of Owner | Number of Shares | Percentage of Class
|------------------------------- | ---------------- | -------------------
|Robert Pollock                  | 8,600,000        | 37.1%              

To the knowledge of the Company, there have been no significant
changes in percentage share ownership held by any major shareholders, during the
last three fiscal years with the exception of Mr. Pollocks purchase of
8,600,000 common shares of the Company. See Item 4.A History and Development of
the Company under the heading Change of Control for further information.

Host Country Record Holders

The following provides information about shareholders of record
in the U.S. as at December 15, 2008 as follows:

Estimated proportion of shares held in the
      U.S.
    
    39.36%Number of U.S. shareholders
    
    37Number of shares held by U.S. shareholders
    
    7,623,400Total number of shareholders
    
    94Total number of shares held
    
    23,200,000


Controlling Shareholdings

To the knowledge of management, Robert Pollock, a Toronto,
Ontario businessman, owns 8,600,000, or approximately 37.1%, of the issued and
outstanding common shares of the Company and thereby effectively controls AMG
Oil, and there are no present arrangements or pledges of our common shares that
may result in a change of control of AMG Oil, other than the change of control
that was completed on November 29, 2005 by Mr. Pollock. See Item 4.A History
and Development of the Company under the heading Change of Control for
further information.

Arrangements Affecting Shareholdings

To our knowledge, there are no arrangements the operation of
which would at a subsequent date result in a change of control of the
Company.

20

---

|B. | Related Party Transactions
|-- | --------------------------

The following sets forth, since the beginning of our last
completed fiscal year, information relating to transactions entered into with us
by certain related parties:

|(a) | During the 2008 fiscal year, the Company incurred $54,568
      (2007: $46,304 and 2006: $12,255) of mainly G&A costs through DLJ, a
      wholly owned subsidiary of Trans-Orient. The amount represents costs
      incurred by DLJ on behalf of the Company for administrative and accounting
      services. At September 30, 2008, the Company owes DLJ $2,604 (2007:
      $2,535). Trans-Orient was the controlling shareholder of the Company from
      March 4, 2003 to November 29, 2005 and is related to the Company through a
      director and officers, and DLJ employs a director of the Company. During
      the 2008 fiscal year, a director was paid $12,955 (2007: $9,421 and 2006:
      $5,553) indirectly through DLJ for time spent on the Company.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b) | Mr. Hart, Mr. Campbell and Mr. Brown, who are the three
      directors of the Company, participated in the private placement financing
      completed on February 28, 2006, acquiring a total of 80,000 Units at a
      price of $0.25 per Unit. Each Unit consists of one common share and one
      share purchase warrant. For further detail see Item 4.A History and
      Development of the Company under the heading Principal Operations,
      Capital Expenditures & Divestitures.                                                                                                                                                                                                                                                                          

|C. | Interests of Experts and Counsel
|-- | --------------------------------

Not applicable.

|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------

|A. | Statements and Other Financial
      Information
|-- | ------------------------------------------------

Financial Statements

Our audited financial statements as at and for the years ended
September 30, 2008, 2007 and 2006 are included herein.

Legal Proceedings

There are no material legal proceedings to which we are subject
or which are anticipated or threatened.

Dividends

The Company has not paid dividends to shareholders and no
dividends will be paid in the foreseeable future. All cash derived by the
Company is re-invested in the Companys operations.

|B. | Significant Changes
|-- | -------------------

The following significant change has occurred since September
30, 2008:

21

---

|(a) | On November 25, 2008, the Companys shareholders approved
      the change of its jurisdiction of incorporation from the State of Nevada
      to the Canadian federal jurisdiction under the CBCA by way of
      continuation. The Company completed the filing of Articles of Conversion
      with the Nevada Secretary of State on November 25, 2008, and the Companys
      Articles of Continuance were accepted for filing by Industry Canada
      effective November 27, 2008. The effect of these filings is to transfer
      the jurisdiction of incorporation of the Company from the State of Nevada
      to the Canadian federal jurisdiction under the
CBCA.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No other significant changes material to the business of the
Company have occurred since the date of the annual financial statements.

|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------

|A. | Offer and Listing Details
|-- | -------------------------

Not applicable.

Price History of the Common Shares

Our common shares are quoted for trading on the OTCBB under the
symbol AMGOF. The following sets forth trading prices for our common shares on
the OTCBB for the periods indicated. These reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily reflect actual
transactions. The source of the high and low bid information is the OTCBB.

Summary trading by year, for the five most recently completed
fiscal periods ending September 30, 2008:

OTCBBFiscal Year
    
    High
    
    
    Low2004
    
    0.07
    
    
    0.012005
    
    0.27
    
    
    0.0222006
    
    1.41
    
    
    0.1252007
    
    0.90
    
    
    0.322008
    
    0.50
    
    
    0.11


Summary trading by quarter for the two most recently competed
fiscal years ending September 30, 2008:

22

---

OTCBBFiscal
      Quarter
    
    High
    
    
    Low2007First Quarter
    $
    0.75
    
    $
    0.32Second Quarter
    
    0.80
    
    
    0.45Third Quarter
    
    0.90
    
    
    0.60Fourth Quarter
    
    0.65
    
    
    0.332008First Quarter
    $
    0.50
    
    $
    0.27Second Quarter
    
    0.39
    
    
    0.21Third Quarter
    
    0.50
    
    
    0.21Fourth Quarter
    
    0.33
    
    
    0.11


Summary trading by month for the six most recently completed
months ending September 30, 2008:

OTCBBMonthly
    
    High
    
    
    LowSeptember 2008
    $
    0.27
    
    $
    0.11August 2008
    
    0.33
    
    
    0.21July 2008
    
    0.33
    
    
    0.25June 2008
    
    0.50
    
    
    0.25May 2008
    
    0.35
    
    
    0.22April 2008
    
    0.30
    
    
    0.21


|B. | Plan of Distribution
|-- | --------------------

Not applicable.

|C. | Markets
|-- | -------

The authorized capital of the Company consists of an unlimited
number of common shares without par value, of which 23,200,000 were issued as of
December 15, 2008.

On May 19, 1997, the Companys common shares commenced trading
on the OTCBB under the symbol AMGO. Effective December 4, 2008 the Companys
shares began trading under the symbol AMGOF on the OTCBB, which reflects the
change of the Companys jurisdiction of incorporation from the State of Nevada
to the Canadian federal jurisdiction under the CBCA by way of continuation.

|D. | Selling Shareholders
|-- | --------------------

Not applicable.

|E. | Dilution
|-- | --------

Not applicable.

23

---

|F. | Expenses of the Issue
|-- | ---------------------

Not applicable.

|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------

|A. | Share Capital
|-- | -------------

Not applicable.

|B. | Memorandum and Articles of Association
|-- | --------------------------------------

On November 25, 2008 the Company was continued out of the
jurisdiction of the State of Nevada and into the Canadian federal jurisdiction.
The Company completed the filing of Articles of Conversion with the Nevada
Secretary of State on November 25, 2008, and the Companys Articles of
Continuance were accepted for filing by Industry Canada effective November 27,
2008. The effect of these filings is to transfer the jurisdiction of
incorporation of the Company from the State of Nevada to the Canadian federal
jurisdiction under the CBCA. Copies of the Articles of Conversion, Articles of
Continuance, Certificate of Continuance and By-Laws are included as exhibits to
this Annual Report.

Corporate Registry Entry Number, Objects

The Company is registered as a corporation under the CBCA under
entry number 449907-7. Our Articles do not specify objects or purposes. We are
entitled under the CBCA to carry on all lawful businesses which can be carried
on by a natural person.

Directors Powers

Directors power to vote on a proposal, arrangement or
contract in which the director is interested.

According to the CBCA, a director or an officer of a
corporation shall disclose to the corporation, in writing or by requesting to
have it entered in the minutes of meetings of directors or of meetings of
committees of directors, the nature and extent of any interest that he or she
has in a material contract or material transaction, whether made or proposed,
with the corporation, if the director or officer,

|(a) | is a party to the contract or transaction;                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------
|(b) | is a director or an officer, or an individual acting in a
      similar capacity, of a party to the contract or transaction; or
|(c) | has a material interest in a party to the contract or
      transaction.                                                       

The CBCA requires that the above disclosure shall be made, in
the case of a director,

|(a) | at the meeting at which a proposed contract or
      transaction is first considered;                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | if the director was not, at the time of the meeting,
      interested in a proposed contract or transaction, at the first meeting
      after he or she becomes so interested;

24

---

|(c) | if the director becomes interested after a contract or
      transaction is made, at the first meeting after he or she becomes so
      interested; or        
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | if an individual who is interested in a contract or
      transaction later becomes a director, at the first meeting after he or she
      becomes a director.

Under the CBCA, if a material contract or transaction is one
that, in the ordinary course of our business, would not require approval by the
directors or shareholders, a director or officer shall disclose, in writing to
us or request to have it entered into the minutes of meetings of directors or of
meetings of committees of directors, the nature and extent of his interest
immediately after he or she becomes aware of the interest.

Under the CBCA, a general notice to the directors declaring
that a director or officer is to be regarded as interested, for any of the
following, is a sufficient declaration of interest:

|(a) | the director or officer is a director or officer, or
      acting in a similar capacity, of a party to the contract or transaction,
      or has a material interest in a party to the contract or
    transaction;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | the director or officer has a material interest in the
      party; or                                                                                                                                             
|(c) | there has been a material change in the nature of the
      directors or the officer s interest in the
party.                                                                                                    

The CBCA further provides that a director required to make the
above disclosure shall not vote on any resolution to approve the contract or
transaction unless the contract or transaction:

|1. | relates primarily to his or her remuneration as a
      director, officer, employee or agent of the corporation or an
      affiliate;
|-- | --------------------------------------------------------------------------------------------------------------------------------------
|2. | is for indemnity or insurance, as provided for in the
      CBCA; or                                                                  
|3. | is with an affiliate.                                                                                                                 

The CBCA provides that if a director or an officer fails to
comply with the provisions of the CBCA related to disclosure of interests, a
court may set aside the contract or transaction on any terms that it thinks fit,
or may require the director or officer to account to the corporation for any
profit or gain realized on it.

Under the CBCA, a contract or transaction, for which disclosure
is required, is not invalid, and the director or officer is not accountable for
any profit realized, if the disclosure requirements of the CBCA are met, the
directors approved the transaction and the contract or transaction was
reasonable and fair to the corporation. Even if these requirements are not met
the contract or transaction is not invalid, and the director or officer is not
accountable for any profit realized, if the director or officer acted in good
faith, the contract or transaction was reasonable and fair to the corporation,
and after sufficient disclosure to the shareholders, the contract or transaction
is approved or confirmed by special resolution at a meeting of the shareholders.

25

---

Directors' power, in the absence of an independent
quorum, to vote compensation to themselves or any members of their body.

Our By-Laws provide that, subject to any unanimous shareholder
agreements, the directors shall be paid such remuneration for their services as
the Board may determine from time to time. The CBCA provides that directors of a
corporation may fix the remuneration of the directors, officers and employees of
the corporation.

Borrowing powers exercisable by the directors.

Under our By-Laws, our Board may, from time to time:

|(a) | borrow money upon our credit;                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | issue, reissue, sell, pledge or hypothecate bonds,
      debentures, notes or other evidence of indebtedness or guarantee of ours,
      whether secured or unsecured;                                                                                                                                                                                 
|(c) | give a guarantee on our behalf to secure performance of
      an obligation of any person; and                                                                                                                                                                                                                                                         
|(d) | mortgage, hypothecate, pledge or otherwise create a
      security interest in or charge upon all or any of our real or personal
      property, owned or subsequently acquired by way of mortgage, hypothec,
      pledge or otherwise, to secure payment of any such evidence of
      indebtedness or guarantee whether present or future of
  ours.

Retirement and non-retirement of directors under an age
limit requirement.

There are no such provisions applicable to us under our
Articles or the CBCA.

Number of common shares required for a director's
qualification.

Directors need not own any of our common shares in order to
qualify as directors.

Rights, Preferences and Restrictions Attaching to Common
Shares

Dividends

Common shares are entitled to dividends only if and when
declared by the Board. The Company has not declared or paid any dividends on its
common shares, and has no expectation that dividends will be declared in the
foreseeable future as the Company re-invests its cash to further its plan of
operations.

The CBCA provides that no dividend may be declared or paid if
we are, or would after the payment, be unable to pay our liabilities as they
become due; or if the realizable value of our assets would thereby be less than
the aggregate of our liabilities and stated capital of all classes.

Voting Rights

Each of our shares is entitled to one vote on matters to which
common shares ordinarily vote including the annual election of directors, the
appointment of auditors and the approval of corporate changes. Our directors are
elected yearly to hold office until the close of the next

26

---

annual meeting of shareholders. Where directors fail to be
elected at any such meeting then the incumbent directors will continue in office
until there successors are elected. We do not permit cumulative voting rights.

Rights to Profits and Liquidation Rights

All of the common shares rank equally in respect to any
entitlement to a surplus (after creditors) upon liquidation or wind-up.

Redemption

We currently have no redeemable securities authorized or
issued.

Sinking Fund Provisions

We have no sinking fund provisions or similar obligations.

Shares Fully Paid

All of our shares must, by applicable law, be issued as fully
paid for cash, property or services. They are therefore non-assessable and not
subject to further calls for payment.

Pre-emptive Rights

We do not have any pre-emptive rights which provide a right to
any person to participate in any equity or other securities offering.

With respect to the rights, preferences and restrictions
attaching to our common shares, there are generally no significant differences
between Canadian and United States law as the shareholders, or the applicable
corporate statute, will determine the rights, preferences and restrictions
attaching to each class of our common shares.

Changing the Rights of Shareholders

The CBCA provides that we may by a special resolution amend our
articles to:

|(a) | change any maximum number of shares that we are
      authorized to issue;                                                                                                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | create new classes of shares;                                                                                                                                                                                                                                  
|(c) | reduce or increase our stated capital, if our stated
      capital is set out in our Articles;                                                                                                                                                                 
|(d) | change the designation of all or any of our shares, and
      add, change or remove any rights, privileges, restrictions and conditions,
      including rights to accrued dividends, in respect of all or any of our
      shares, whether issued or unissued;
|(e) | change the shares of any class or series, whether issued
      or unissued, into a different number of shares of the same class or series
      or into the same or a different number of shares of other classes or
      series;                             
|(f) | divide a class of shares, whether issued or unissued,
      into series and fix the number of shares in each series and the rights,
      privileges, restrictions and conditions thereof;                                                                     

27

---

|(g) | authorize the directors to divide any class of unissued
      shares into series and fix the number of shares in each series and the
      rights, privileges, restrictions and conditions thereof;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(h) | authorize the directors to change the rights, privileges,
      restrictions and conditions attached to unissued shares of any
    series.                                                         

The CBCA also provides that we may, with respect to any of our
issued shares which remain outstanding and are held by more than one person, by
special resolution, amend our articles to constrain:

|(a) | the issue or transfer of shares of any class or series to
      persons who are not resident Canadians;                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | the issue or transfer of shares of any class or series to
      enable us or any of our affiliates or associates to qualify under any
      prescribed law of Canada or a province:                                                                                                                                                                                             
|    | (i)                                                                                                                                                                                                                                                                                                                                                                             
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                            
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                           
|(c) | the issue, transfer or ownership of shares of any class
      or series in order to assist us any of our affiliates or associates to
      qualify under any prescribed law of Canada or a province to receive
      licenses, permits, grants, payments or other benefits by reason of
      attaining or maintaining a specified level of Canadian ownership or
      control;
|(d) | the issue, transfer or ownership of shares of any class
      or series in order to assist us to comply with any prescribed law;
    or                                                                                                                                                                                                                                         
|(e) | the issue, transfer or ownership of shares of any class
      or series to enable us to be a registered labor-sponsored venture capital
      corporation to meet certain requirements of the Income Tax
  Act.                                                                                                                                                                 

The CBCA provides that the holder of shares of a class or
series are entitled to vote separately as a class or series on a proposal to
amend the articles to increase or decrease the number of authorized shares of
such class or a class having equal or superior privileges; reclassify or cancel
all or part of such class; add, change, or remove the rights, privileges,
restrictions of such class; increase the rights or privileges of a superior
class of shares; create a new class of shares equal to or superior to such
class; effect and exchange or create a right of exchange of all or part of the
shares of another class into the shares of such class; or, constrain the issue,
transfer or ownership of such class or remove such a constraint.

A special resolution is a resolution passed by not less than
two thirds of the votes cast by the shareholders who voted in respect of that
resolution or signed by all the shareholders who were entitled to vote on that
resolution.

Generally, there are no significant differences between
Canadian and United States law with respect to changing the rights of
shareholders as most state corporation statutes require shareholder approval
(usually a majority) for any such changes that affect the rights of
shareholders.

28

---

Meetings of Shareholders

We must hold our annual general meeting not more than 15 months
from our last annual general meeting, but not later than six months after the
end of our preceding financial year. Our Board also has the power to call
special meetings. Our meetings shall be held at our registered office, or
elsewhere in Canada as our Board may, from time to time, determine. Meetings may
also be held at a location outside Canada, if specified in the Articles or if
all of the shareholders entitled to vote thereat agree that the meeting is to be
held at that place. Shareholder meetings are governed by our Articles and our
By-Laws but many important shareholder protections are also contained in
provincial securities legislation and the CBCA. Our Board may fix in advance a
date, which is no fewer than 21 days prior to the date of the meeting for the
purpose of determining shareholders entitled to receive notice of and to attend
and vote at a general meeting.

The provincial securities legislation and the CBCA superimpose
requirements that generally provide that shareholder meetings require not less
than a 60 day notice period from initial public notice and that we make a
thorough advanced search of intermediary and brokerage registered shareholdings
to facilitate communication with beneficial shareholders so that meeting proxy
and information materials can be sent via the brokerages to unregistered but
beneficial shareholders. The form and content of information circulars, proxies
and like matters are governed by provincial securities legislation and the CBCA.
This legislation specifies the disclosure requirements for the proxy materials
and various corporate actions, background information on the nominees for
election for director, executive compensation paid in the previous year and full
details of any unusual matters or related party transactions. We must hold an
annual shareholders meeting open to all shareholders for personal attendance or
by proxy at each shareholder's determination.

Most state corporation statutes in the United States require a
public company to hold an annual meeting for the election of directors and for
the consideration of other appropriate matters. The state statutes also include
general provisions relating to shareholder voting and meetings. Apart from the
timing of when an annual meeting must be held and the percentage of shareholders
required to call an annual meeting, or an extraordinary meeting, there are
generally no material differences between Canadian and United States law
respecting annual meetings and extraordinary meetings.

No Limitations on the Right to Own Securities

There are no limitations under our Articles or in the CBCA that
address the right of persons who are not citizens of Canada to hold or vote
common shares.

Restrictions on Change in Control, Merger, Acquisition or
Corporate Restructuring

Neither our Articles nor our By-Laws contain any provision that
would have the effect of delaying, deferring or preventing a change of control,
or that would operate only with respect to a merger, acquisition or corporate
restructuring involving the Company.

The CBCA does not contain any provision that would have the
effect of delaying, deferring or preventing a change of control of a company.

29

---

Generally, there are no significant differences between
Canadian and United States law in this regard, as many state corporation
statutes also do not contain such provisions and only empower a companys board
of directors to adopt such provisions.

Ownership Threshold Requiring Public Disclosure

Neither our Articles nor our By-Laws require disclosure of
share ownership. Share ownership of director nominees must be reported annually
in proxy materials sent to our shareholders. Canadian provincial securities
legislation requires that a shareholder disclose ownership of 10% or more of the
shares (and any further increases of 2% or more) of the Company by issuing a
news release and filing a report (both containing prescribed disclosure) with
the Securities Commissions in those provinces. They also require the Company to
disclose, in its information circular sent out for an annual meeting or special
meeting, the names of holders known to the Company to beneficially own more than
10% of the Companys issued and outstanding shares. All insider trading reports
filed by our insiders pursuant to Canadian securities legislation are available
on the Internet at www.sedi.ca.

Most state corporation statutes do not contain provisions
governing the threshold above which shareholder ownership must be disclosed.
United States federal securities laws require a company that is subject to the
reporting requirements of the Exchange Act to disclose, in its annual reports
filed with the SEC those shareholders who own more than 5% of a corporations
issued and outstanding shares.

Significant Differences between U.S. Law and the Law
Applicable to Company

Differences in the law between the United States and Canada,
where applicable, have been explained above within each category.

Changes to the Companys Capital

There are no conditions imposed by our Articles which are more
stringent than those required by the CBCA.

|C. | Material Contracts
|-- | ------------------

The Company has entered into the following material contracts
in the two years prior to December 15, 2008:

Contract
    Date
    Parties
    DescriptionConsulting Agreement
    October 1, 2008
    AMG Oil and PCL
    Provides for consulting
      compensation of CDN$5,000 per       month to PCL on an ongoing basis for
      various consulting and advisory services in relation to seeking
      appropriate 
      prospects.


30

---

|D. | Exchange Controls
|-- | -----------------

There is no law or governmental decree or regulation in Canada
that restricts the export or import of capital, or affects the remittance of
dividends, interest or other payments to a non-resident holder of common shares
of the Company, other than withholding tax requirements. See Taxation.

There is no limitation imposed by Canadian law or by the
charter or other constituent documents of the Company on the right of a
non-resident to hold or vote common shares of the Company, other than as
provided in the Investment Canada Act (Canada) (Investment Act).

The following discussion summarizes the principal features of
the Investment Act for a nonresident who proposes to acquire common shares of
the Company. It is general only, it is not a substitute for independent legal
advice from an investors own advisor, and it does not anticipate statutory or
regulatory amendments.

The Investment Act is a federal statute of broad application
regulating the establishment and acquisition of Canadian businesses by
non-Canadians, including individuals, governments or agencies thereof,
corporations, partnerships, trusts or joint ventures (each an entity).
Non-Canadians proposing to establish a new Canadian business or acquire control
of an existing Canadian business must file either an application for review
(before completing the investment) or a post-closing notification (within 30
days of implementation of the investment) to the Director of Investments, who is
appointed by the Minister of Industry. Whether a post-closing notification or a
full application for review will be required will depend on the type of Canadian
business involved and the value of the business. If an investment is reviewable
under the Investment Act, the Investment Act prohibits implementation of the
investment unless the Minster of Industry is satisfied that the investment is
likely to be of net benefit to Canada.

A non-Canadian would acquire control of the Company for the
purposes of the Investment Act through the acquisition of common shares if the
non-Canadian acquired a majority of the common shares of the Company. Further,
the acquisition of less than a majority but one third or more of the common
shares of the Company would be presumed to be an acquisition of control of the
Company unless it could be established that, on the acquisition, the Company was
not controlled in fact by the acquirer through the ownership of common
shares.

For a direct acquisition that would result in an acquisition of
control of the Company, subject to the exception for WTO-investors that are
controlled by persons who are resident in World Trade Organization (WTO)
member nations, a proposed investment would be reviewable where the value of the
acquired assets is CAD $5 million or more, or if an order for review was made by
the federal cabinet on the grounds that the investment related to Canadas
cultural heritage or national identity, regardless of the value of the assets of
the Company.

For a proposed indirect acquisition that would result in an
acquisition of control of the Company through the acquisition of a non-Canadian
parent entity, the investment would be reviewable where (a) the value of the
Canadian assets acquired in the transaction is CAD $50 million or more, or (b)
the value of the Canadian assets is greater than 50% of the value of all of the
assets acquired in the transaction and the value of the Canadian assets is CAD
$5 million or more.

31

---

In the case of a direct acquisition by or from a WTO
investor, the threshold is significantly higher, and is adjusted for inflation
each year. The 2008 threshold is CAD$295 million. Other than the exception noted
below, an indirect acquisition involving a WTO investor is not reviewable under
the Investment Act.

The higher WTO threshold for direct investments and the
exemption for indirect investments do not apply where the relevant Canadian
business is carrying on the following businesses that have been deemed to be
sensitive: (i) the production of uranium and the ownership of an interest in a
producing uranium property in Canada; (ii) the provision of any financial
service; (iii) the provision of any transportation service; or (iv) a
cultural business.

Certain transactions relating to common shares of the Company
are exempt from the Investment Act, including

|(a) | acquisition of common shares of the Company by a person
      in the ordinary course of that persons business as a trader or dealer in
      securities,                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                      
|(b) | acquisition of control of the Company in connection with
      the realization of security granted for a loan or other financial
      assistance and not for a purpose related to the provisions on the
      Investment Act, and                                                   
|    |                                                                                                                                                                                                                                                                                      
|(c) | acquisition of control of the Company by reason of an
      amalgamation, merger, consolidation or corporate reorganization following
      which the ultimate direct or indirect control in fact of the Company,
      through the ownership of common shares, remained
  unchanged.

|E. | Taxation
|-- | --------

Certain Canadian Federal Income Tax Information for United
States Residents

The following summarizes the principal Canadian federal income
tax considerations generally applicable to the holding and disposition of common
shares of the Company by a holder (a) who, for the purposes of the Income Tax
Act (Canada) (the Tax Act) and at all relevant times, is not resident in or
deemed to be resident in Canada, deals at arms length with the Company, holds
the common shares as capital property, and (b) who, for the purposes of the
Canada-United States Income Tax Convention (the Treaty) and at all relevant
times, is a resident of the United States, has never been a resident of Canada,
has not held or used (and does not hold or use) common shares in connection with
a permanent establishment or fixed base in Canada or otherwise in or in respect
of a business in Canada, and who qualifies for the full benefits of the Treaty.
Holders who meet all such criteria in clauses (a) and (b) are referred to
herein as a U.S. Holder or U.S. Holders, and this summary only addresses
such U.S. Holders. The summary does not deal with special situations, such
as particular circumstances of traders or dealers, limited liability companies,
tax-exempt entities, insurers, financial institutions (including those to which
the mark-to-market provisions of the Tax Act apply), or otherwise.

This summary is based on the current provisions of the Tax Act
and the regulations thereunder, the current provisions of the Treaty, all
proposed amendments to the Tax Act and regulations, and to the Treaty, publicly
announced by the Minister of Finance (Canada) to the date hereof, and our
understanding of the current administrative practices of the Canada Revenue
Agency. It

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has been assumed that all currently proposed amendments will be
enacted as proposed and that there will be no other relevant change in any
governing law, the Treaty or administrative policy, although no assurance can be
given in these respects. This summary does not take into account provincial,
U.S. or other foreign income tax considerations, which may differ significantly
from those discussed herein. The summary also assumes that the Company will be
treated as a resident of Canada for purposes of the Tax Act and the Treaty. No
opinion or tax ruling has been sought or obtained in respect of any assumption
made in this summary.

This summary is not exhaustive of all possible Canadian income
tax consequences. It is not intended as legal or tax advice to any particular
holder of common shares and should not be so construed. The tax consequences to
any particular holder of common shares will vary according to the status of that
holder as an individual, trust, corporation or member of a partnership, the
jurisdictions in which that holder is subject to taxation and, generally,
according to that holders particular circumstances.

Each holder should consult the holders own tax advisor with
respect to the income tax consequences applicable to the holders own particular
circumstances.

Dividends

Dividends paid or deemed to be paid or credited by the Company
to a U.S. Holder are subject to Canadian withholding tax. Under the Treaty, the
rate of withholding tax on dividends paid to a U.S. Holder is generally limited
to 15% of the gross dividend (or 5% in the case of corporate shareholders owning
at least 10% of the Companys voting shares).

Disposition

A U.S. Holder is subject to tax under the Tax Act in respect of
a capital gain realized on the sale or other disposition of a common share of a
Canadian company if the U.S. Holder holds the common share as taxable Canadian
property for purposes of the Tax Act and is not entitled to relief under the
Treaty.

Common shares of the Company are taxable Canadian property to
all U.S. Holders currently. A U.S. Holder may qualify for relief under the
Treaty in respect of tax under the Tax Act on such capital gain only if and
provided that, at the time of sale or other disposition, the value of the shares
of the Company is not derived principally from real property situated in
Canada, as defined for purposes of the Treaty. Even where such Treaty relief
would be available, the U.S. Holder should consult with the U.S. Holders own
tax advisors regarding the procedure for claiming the relief in a relevant
Canadian tax return reporting the sale or other disposition. Certain additional
Canadian tax reporting and compliance requirements may also apply, depending in
part on whether the common shares are held as treaty-exempt property as
defined for purposes of the Tax Act. U.S. Holders are advised to consult with
their own tax advisors regarding all applicable tax reporting and compliance
procedures in advance of any disposition of common shares.

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U.S. Taxation Effects

The following is a general discussion of the material U.S.
Federal income tax laws for U.S. Holders (as defined below) that hold common
shares in the Company as a capital asset, as defined under U.S. Federal income
tax law, and is limited to discussion of U.S. Holders that own less than 10% of
the common shares. This discussion does not address all potentially relevant
U.S. Federal income tax matters and it does not address consequences peculiar to
persons subject to special provisions of U.S. Federal income tax law, such as
those described below as excluded from the definition of a U.S. Holder. In
addition, this discussion does not cover any state, local or foreign tax
consequences.

The following discussion is based upon the sections of the U.S.
Internal Revenue Code of 1986, as amended to the date hereof (the Code),
Treasury Regulations, published Internal Revenue Service (IRS) rulings,
published administrative positions of the IRS and court decisions that are
currently applicable, any or all of which could be materially and adversely
changed, possibly on a retroactive basis, at any time. In addition, this
discussion does not consider the potential effects, both adverse and beneficial,
of any future legislation which, if enacted, could be applied, possibly on a
retroactive basis, at any time.

THE FOLLOWING DISCUSSION IS FOR GENERAL INFORMATION ONLY AND
IT IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE
TO ANY HOLDER OR PROSPECTIVE HOLDER OF COMMON SHARES OF THE COMPANY AND NO
OPINION OR REPRESENTATION WITH RESPECT TO THE U.S. FEDERAL INCOME TAX
CONSEQUENCES TO ANY SUCH HOLDER OR PROSPECTIVE HOLDER IS MADE. THE FOLLOWING
DISCUSSION WAS NOT WRITTEN AND IS NOT INTENDED TO BE USED, AND CANNOT BE USED,
BY ANY PERSON FOR THE AVOIDANCE OF ANY PENALTIES WITH RESPECT TO TAXES THAT MAY
BE IMPOSED ON SUCH PERSON. ACCORDINGLY, U.S. HOLDERS AND PROSPECTIVE U.S.
HOLDERS OF COMMON SHARES OF THE COMPANY SHOULD CONSULT THEIR OWN TAX ADVISORS
ABOUT THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF
PURCHASING, OWNING AND DISPOSING OF COMMON SHARES OF THE COMPANY.

U.S. Holders

As used herein, a U.S. Holder is a holder of common shares of
the Company who or which is: (a) a citizen or individual resident (or is treated
as a citizen or individual resident) of the United States for U.S. Federal
income tax purposes; (b) a corporation, or other entity treated as a corporation
for U.S. Federal income tax purposes, created or organized in the United States,
including only the States and District of Columbia, or under the law of the
United States or any State or Territory or any political subdivision thereof;
(c) an estate, the income of which is includable in its gross income for U.S.
Federal income tax purposes without regard to its source; or (d) a trust, if (i)
a court within the United States is able to exercise primary supervision over
the administration of the trust and (ii) one or more U.S. persons have the
authority to control all substantial decisions of the trust; or the trust was in
existence on August 20, 1996, and has a valid election in effect under
applicable Treasury Regulations to be treated as a U.S. person. If a
partnership, including any entity that is treated as a partnership for U.S.
Federal income tax

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purposes, holds common shares of the Company, the treatment of
a partner in the partnership will generally depend upon the status of the
partner and the activities of the partnership. For purposes of this discussion,
a U.S. Holder does not include persons subject to special provisions of U.S.
Federal income tax law, such as (by way of example only) tax-exempt
organizations, qualified retirement plans, financial institutions, insurance
companies, real estate investment trusts, regulated investment companies,
broker-dealers, holders who acquired their stock through the exercise of
employee stock options or otherwise as compensation, taxpayers who have elected
mark-to-market accounting, taxpayers who hold common shares as a position in a
straddle, or as part of a synthetic security or hedge, conversion
transaction or other integrated investment, and U.S. Holders whose functional
currency is not the U.S. dollar.

Distributions on Common Shares of the Company

Subject to the Passive Foreign Investment Company discussion
below, U.S. Holders receiving dividend distributions (including constructive
dividends) with respect to common shares of the Company are required to include
in gross income for U.S. Federal income tax purposes the gross amount of such
distributions, equal to the U.S. dollar value of such distributions on the date
of receipt (based on the exchange rate on such date), to the extent that the
Company has current or accumulated earnings and profits, without reduction for
any Canadian or other foreign income tax withheld from such distributions. Such
Canadian or other foreign tax withheld may be credited, subject to certain
limitations, against the U.S. Holders U.S. Federal income tax liability or,
alternatively, may be deducted in computing the U.S. Holders U.S. Federal
taxable income by those who itemize deductions. (See more detailed discussion at
Foreign Tax Credit below).

Dividends distributed by the Company (if any) to a
non-corporate U.S. Holder may be eligible for the 15% maximum U.S. Federal
income tax rate that applies to dividends received by individuals from certain
foreign corporations prior to January 1, 2011. To the extent that distributions
exceed current or accumulated earnings and profits of the Company, they will be
treated first as a tax-free return of capital to the extent of the U.S. Holders
adjusted basis in the common shares and thereafter as gain from the sale or
exchange of the common shares. Preferential tax rates for long-term capital
gains are applicable to a U.S. Holder that is an individual, estate or trust.
There are currently no preferential tax rates for long-term capital gains for a
U.S. Holder that is a corporation.

Dividends paid on the common shares of the Company generally
will not be eligible for the dividends received deduction provided to
corporations receiving dividends from certain U.S. corporations. A U.S. Holder
that is a corporation may, under certain circumstances, be entitled to a
dividends received deduction for the U.S. source portion of dividends received
from a qualified 10-percent owned foreign corporation (other than a passive
foreign investment company) if such U.S. Holder owns shares representing at
least 10% of the voting power and value of such corporation. The availability of
this deduction is subject to several complex limitations that are beyond the
scope of this discussion.

Information Reporting and Backup Withholding

Under current Treasury Regulations, dividends paid on the
Companys common shares, if any, generally will not be subject to information
reporting and generally will not be subject to U.S. backup withholding tax.
However, dividends and the proceeds from a sale of the Companys

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common shares paid in the United States through a U.S. or U.S.
related paying agent (including a broker) will be subject to U.S. information
reporting requirements and may also be subject to the 28% U.S. backup
withholding tax, unless the paying agent is furnished with a duly completed and
signed IRS Form W-9. Any amounts withheld under the U.S. backup withholding tax
rules will be allowed as a refund or a credit against the U.S. Holders U.S.
Federal income tax liability, provided the required information is furnished to
the IRS.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
Canadian or other foreign income tax with respect to the ownership of common
shares of the Company may be entitled, at the option of the U.S. Holder, to
either a deduction or a tax credit for such foreign tax paid or withheld.
Generally, it will be more advantageous to claim a credit because a credit
reduces U.S. Federal income taxes on a dollar-for-dollar basis, while a
deduction merely reduces the taxpayers income subject to tax. This election is
made on a year-by-year basis and applies to all foreign taxes paid by (or
withheld from) the U.S. Holder during that year. There are significant and
complex limitations that apply to the credit, among which is the general
limitation that the credit cannot exceed the proportionate shares of the U.S.
Holders U.S. Federal income tax liability that the U.S. Holders foreign source
income bears to his, her or its worldwide taxable income. In the determination
of the application of this limitation, the various items of income and deduction
must be classified into foreign and U.S. sources. Complex rules govern this
classification process. This limitation is calculated separately with respect to
passive income and general category income, i.e., income that is other than
passive income. The availability of the foreign tax credit and the application
of the limitations on the credit are fact specific, and U.S. Holders and
prospective U.S. Holders of common shares of the Company should consult their
own tax advisors regarding their individual circumstances.

Disposition of Common Shares of the Company

Subject to the Passive Foreign Investment Company discussion
below, a U.S. Holder will recognize gain or loss upon the sale or other taxable
disposition of common shares of the Company equal to the difference, if any,
between the amount of cash plus the fair market value of any property received,
and the Holders adjusted tax basis in the common shares of the Company. This
gain or loss will be capital gain or loss if the common shares are a capital
asset in the hands of the U.S. Holder. Any capital gain or loss will be a
long-term gain if the U.S. Holders holding period for the Companys common
shares is more than one year. Gains and losses are netted and combined according
to special rules in arriving at the overall capital gain or loss for a
particular tax year. Deductions for net capital losses are subject to
significant limitations. A non-corporate U.S. Holder may deduct capital losses
not offset by capital gains against such Holders ordinary income up to a
maximum annual amount of $3,000 ($1,500 for married taxpayers filing
separately), and any unused portion of such net capital loss may be carried over
to be used indefinitely in later tax years until such net capital loss is
thereby exhausted. A corporate U.S. Holder (other than corporations subject to
Subchapter S of the Code), may deduct capital losses only to the extent of its
capital gains, and any unused net capital loss may be carried back three years
from the loss year and carried forward five years from the loss year to be
offset against capital gains until such net capital loss is thereby exhausted.

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Other Considerations

Set forth below are certain material exceptions to the
above-described general rules describing the United States federal income tax
consequences resulting from the holding and disposition of common shares:

Foreign Investment Company

If 50% or more of the combined voting power or total value of
our outstanding shares is held, directly or indirectly, by citizens or residents
of the United States, United States domestic partnerships or corporations, or
estates or trusts other than foreign estates or trusts (as defined by the Code
Section 7701(a)(31)), and we are found to be engaged primarily in the business
of investing, reinvesting, or trading in securities, commodities, or any
interest therein, it is possible that we may be treated as a foreign investment
company as defined in Section 1246 of the Code, causing all or part of any gain
realized by a U.S. Holder selling or exchanging common shares to be treated as
ordinary income rather than capital gain. We do not believe that we currently
qualify as a foreign investment company. However, there can be no assurance that
we will not be considered a foreign investment company for the current or any
future taxable year.

Passive Foreign Investment Company

United States income tax law contains rules governing passive
foreign investment companies (PFIC) which can have significant tax effects on
U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
formed in the United States if, for any taxable year, either (i) 75% or more of
its gross income is passive income, which includes interest, dividends and
certain rents and royalties or (ii) the average percentage, by fair market value
(or, if the corporation is not publicly traded and either is a controlled
foreign corporation or makes an election, by adjusted tax basis), of its assets
that produce or are held for the production of passive income is 50% or more.
We appear to have been a PFIC for the fiscal year ended December 31, 2008 and we
may also qualify as a PFIC in future fiscal years. Each of our U.S. Holders is
urged to consult a tax advisor with respect to how the PFIC rules affect such
U.S. Holders tax situation.

Each of our U.S. Holders who holds stock in a foreign
corporation during any year in which such corporation qualifies as a PFIC is
subject to United States federal income taxation under one of three alternative
tax regimes at the election of such U.S. Holder. The following is a discussion
of such alternative tax regimes applied to such U.S. Holders of our stock. In
addition, special rules apply if a foreign corporation qualifies as both a PFIC
and a controlled foreign corporation (as defined below) and a U.S. Holder
owns, actually or constructively, 10% or more of the total combined voting power
of all classes of stock entitled to vote of such foreign corporation (See more
detailed discussion at Controlled Foreign Corporation below).

A U.S. Holder who elects to treat us as a qualified electing
fund (QEF) will be subject, under Section 1293 of the Code, to current federal
income tax for any taxable year to which the election applies in which we
qualify as a PFIC on his pro rata share of our (i) net capital gain (the
excess of net long-term capital gain over net short-term capital loss), which
will be taxed as long-term capital gain, and (ii) ordinary earnings (the
excess of earnings and profits over net

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capital gain), which will be taxed as ordinary income, in each
case, for the shareholders taxable year in which (or with which) our taxable
year ends, regardless of whether such amounts are actually distributed. A U.S.
Holders tax basis in the common shares will be increased by any such amount
that is included in income but not distributed.

The procedure a U.S. Holder must comply with in making an
effective QEF election, and the consequences of such election, will depend on
whether the year of the election is the first year in the U.S. Holders holding
period in which we are a PFIC. If the U.S. Holder makes a QEF election in such
first year, i.e., a timely QEF election, then the U.S. Holder may make the QEF
election by simply filing the appropriate documents at the time the U.S. Holder
files his tax return for such first year. If, however, we qualified as a PFIC in
a prior year during the U.S. Holders holding period, then, in order to avoid
the Section 1291 rules discussed below, in addition to filing documents, the
U.S. Holder must elect to recognize under the rules of Section 1291 of the Code
(discussed herein), (i) any gain that he would otherwise recognize if the U.S.
Holder sold his stock on the qualification date or (ii) if we are a controlled
foreign corporation, the U.S. Holders pro rata share of our post-1986 earnings
and profits as of the qualification date. The qualification date is the first
day of our first tax year in which we qualified as a QEF with respect to such
U.S. Holder. For purposes of this discussion, a U.S. Holder who makes (i) a
timely QEF election, or (ii) an untimely QEF election and either of the
above-described gain-recognition elections under Section 1291 is referred to
herein as an Electing U.S. Holder. A U.S. Holder who holds common shares at
any time during a year of ours in which we are a PFIC and who is not an Electing
U.S. Holder (including a U.S. Holder who makes an untimely QEF election and
makes neither of the above-described gain-recognition elections) is referred to
herein as a Non-Electing U.S. Holder. An Electing U.S. Holder (i) generally
treats any gain realized on the disposition of his Journey common shares as
capital gain; and (ii) may either avoid interest charges resulting from PFIC
status altogether, or make an annual election, subject to certain limitations,
to defer payment of current taxes on his share of our annual realized net
capital gain and ordinary earnings subject, however, to an interest charge. If
the U.S. Holder is not a corporation, any interest charge imposed under the PFIC
regime would be treated as personal interest that is not deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF
election, we must provide certain information regarding our net capital gains
and ordinary earnings and permit our books and records to be examined to verify
such information. We intend to make the necessary information available to U.S.
Holders to permit them to make (and maintain) QEF elections with respect to us.
We urge each U.S. Holder to consult a tax advisor regarding the availability of,
and procedure for making, the QEF election.

A QEF election, once made with respect to us, applies to the
tax year for which it was made and to all subsequent tax years, unless the
election is invalidated or terminated, or the IRS consents to revocation of the
election. If a QEF election is made by a U.S. Holder and we cease to qualify as
a PFIC in a subsequent tax year, the QEF election will remain in effect,
although not applicable, during those tax years in which we do not qualify as a
PFIC. Therefore, if we again qualify as a PFIC in a subsequent tax year, the QEF
election will be effective and the U.S. Holder will be subject to the rules
described above for Electing U.S. Holders in such tax year and any subsequent
tax years in which we qualify as a PFIC. In addition, the QEF election remains
in effect, although not applicable, with respect to an Electing U.S. Holder even
after such U.S.

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Holder disposes of all of his or its direct and indirect
interest in our shares. Therefore, if such U.S. Holder reacquires an interest in
us, that U.S. Holder will be subject to the rules described above for Electing
U.S. Holders for each tax year in which we qualify as a PFIC.

In the case of a Non-Electing U.S. Holder, special taxation
rules under Section 1291 of the Code will apply to (i) gains realized on the
disposition (or deemed to be realized by reasons of a pledge) of his Journey
common shares and (ii) certain excess distributions, as defined in Section
1291(b), by us.

A Non-Electing U.S. Holder generally would be required to pro
rate all gains realized on the disposition of his Journey common shares and all
excess distributions on his Journey common shares over the entire holding period
for the common shares. All gains or excess distributions allocated to prior
years of the U.S. Holder (excluding any portion of the holders period prior to
the first day of the first year of Journey (i) which began after December 31,
1986, and (ii) for which we were a PFIC) would be taxed at the highest tax rate
for each such prior year applicable to ordinary income. The Non-Electing U.S.
Holder also would be liable for interest on the foregoing tax liability for each
such prior year calculated as if such liability had been due with respect to
each such prior year. A Non-Electing U.S. Holder that is not a corporation must
treat this interest charge as personal interest which, as discussed above, is
wholly non-deductible. The balance, if any, of the gain or the excess
distribution will be treated as ordinary income in the year of the disposition
or distribution, and no interest charge will be incurred with respect to such
balance. In certain circumstances, the sum of the tax and the PFIC interest
charge may exceed the amount of the excess distribution received, or the amount
of proceeds of disposition realized, by the U.S. Holder.

If we are a PFIC for any taxable year during which a
Non-Electing U.S. Holder holds our common shares, then we will continue to be
treated as a PFIC with respect to such common shares, even if it is no longer
definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC
status by electing to recognize gain (which will be taxed under the rules
discussed above for Non-Electing U.S. Holders) as if such common shares had been
sold on the last day of the last taxable year for which it was a PFIC.

Effective for tax years of U.S. Holders beginning after
December 31, 1997, U.S. Holders who hold (actually or constructively) marketable
stock of a foreign corporation that qualifies as a PFIC may elect to mark such
stock to the market annually (a mark-to-market election). If such an election
is made, such U.S. Holder will generally not be subject to the special taxation
rules of Section 1291 discussed above. However, if the mark-to-market election
is made by a Non-Electing U.S. Holder after the beginning of the holding period
for the PFIC stock, then the Section 1291 rules will apply to certain
dispositions of, distributions on and other amounts taxable with respect to our
common shares. A U.S. Holder who makes the mark-to-market election will include
in income for each taxable year for which the election is in effect an amount
equal to the excess, if any, of the fair market value of our common shares as of
the close of such tax year over such U.S. Holders adjusted basis in such common
shares. In addition, the U.S. Holder is allowed a deduction for the lesser of
(i) the excess, if any, of such U.S. Holders adjusted tax basis in the common
shares over the fair market value of such shares as of the close of the tax
year, or (ii) the excess, if any, of (A) the mark-to-market gains for our common
shares included by such U.S. Holder for prior tax years, including any amount
which would have been

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treated as a mark-to-market gain for any prior tax year but for
the Section 1291 rules discussed above with respect to Non-Electing U.S.
Holders, over (B) the mark-to-market losses for shares that were allowed as
deductions for prior tax years. A U.S. Holders adjusted tax basis in our common
shares will be adjusted to reflect the amount included in or deducted from
income as a result of a mark-to-market election. A mark-to-market election
applies to the taxable year in which the election is made and to each subsequent
taxable year, unless our common shares cease to be marketable, as specifically
defined, or the IRS consents to revocation of the election. Because the IRS has
not established procedures for making a mark-to-market election, U.S. Holders
should consult their tax advisor regarding the manner of making such an
election. No view is expressed regarding whether our common shares are
marketable for these purposes or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed
Treasury Regulations that, subject to certain exceptions, would treat as taxable
certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally
not otherwise taxed, such as gifts, exchanges pursuant to corporate
reorganizations, and transfers at death. Generally, in such cases the basis of
our common shares in the hands of the transferee and the basis of any property
received in the exchange for those common shares would be increased by the
amount of gain recognized. Under the Proposed Treasury Regulations, an Electing
U.S. Holder would not be taxed on certain transfers of PFIC stock, such as
gifts, exchanges pursuant to corporate reorganizations, and transfers at death.
The transferees basis in this case will depend on the manner of the transfer.
In the case of a transfer by an Electing U.S. Holder upon death, for example,
the transferees basis is generally equal to the fair market value of the
Electing U.S. Holders common shares as of the date of death under Section 1014
of the Code. The specific tax effect to the U.S. Holder and the transferee may
vary based on the manner in which the common shares are transferred. Each U.S.
Holder of our shares is urged to consult a tax advisor with respect to how the
PFIC rules affect his or its tax situation.

Whether or not a U.S. Holder makes a timely QEF election with
respect to our common shares, certain adverse rules may apply in the event that
we are a PFIC and any foreign corporation in which we directly or indirectly
holds shares is a PFIC (a lower-tier PFIC). Pursuant to certain Proposed
Treasury Regulations, a U.S. Holder would be treated as owning his or its
proportionate amount of any lower-tier PFIC shares, and generally would be
subject to the PFIC rules with respect to such indirectly-held PFIC shares
unless such U.S. Holder makes a timely QEF election with respect thereto. We
intend to make the necessary information available to U.S. Holders to permit
them to make (and maintain) QEF elections with respect to each subsidiary of
ours that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who does
not make a timely QEF election with respect to a lower-tier PFIC generally would
be subject to tax (and the PFIC interest charge) on (i) any excess distribution
deemed to have been received with respect to his or its lower-tier PFIC shares
and (ii) any gain deemed to arise from a so-called indirect disposition of
such shares. For this purpose, an indirect disposition of lower-tier PFIC shares
would generally include (i) a disposition by us (or an intermediate entity) of
lower-tier PFIC shares, and (ii) any other transaction resulting in a diminution
of the U.S. Holders proportionate ownership of the lower-tier PFIC, including
an issuance of additional common shares by us (or an intermediate entity).
Accordingly, each prospective U.S. Holder should be aware that he or it

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could be subject to tax even if such U.S. Holder receives no
distributions from us and does not dispose of his or its common shares. We
strongly urge each prospective U.S. Holder to consult a tax advisor with respect
to the adverse rules applicable, under the Proposed Treasury Regulations, to
U.S. Holders of lower-tier PFIC shares.

Certain special, generally adverse, rules will apply with
respect to our common shares while we are a PFIC unless the U.S. Holder makes a
timely QEF election. For example under Section 1298(b)(6) of the Code, a U.S.
Holder who uses PFIC stock as security for a loan (including a margin loan)
will, except as may be provided in regulations, be treated as having made a
taxable disposition of such shares.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all our
of shares entitled to vote or the total value of our shares is owned, actually
or constructively, by citizens or residents of the United States, United States
domestic partnerships or corporation, or estates or trusts other than foreign
estates or trusts (as defined by the Code Section 7701(a)(31)), each of which
own, actually or constructively, 10% or more of the total combined voting power
of all of our classes of shares entitled to vote (United States Shareholder),
we could be treated as a controlled foreign corporation (CFC) under Subpart F
of the Code. This classification would affect many complex results, one of which
is the inclusion of certain income of a CFC which is subject to current U.S.
tax. The United States generally taxes United States Shareholders of a CFC
currently on their pro rata shares of the Subpart F income of the CFC. Such
United States Shareholders are generally treated as having received a current
distribution out of the CFCs Subpart F income and are also subject to current
U.S. tax on their pro rata shares of increases in the CFCs earnings invested in
U.S. property. The foreign tax credit described above may reduce the U.S. tax on
these amounts. In addition, under Section 1248 of the Code, gain from the sale
or exchange of shares by a U.S. Holder of our common shares which is or was a
United States Shareholder at any time during the five-year period ending on the
date of the sale or exchange is treated as ordinary income to the extent of
earnings and profits of Journey attributable to the shares sold or exchanged. If
a foreign corporation is both a PFIC and a CFC, the foreign corporation
generally will not be treated as a PFIC with respect to United States
Shareholders of the CFC. This rule generally will be effective for taxable years
of United States Shareholders beginning after 1997 and for taxable years of
foreign corporations ending with or within such taxable years of United States
Shareholders. Special rules apply to United States Shareholders who are subject
to the special taxation rules under Section 1291 discussed above with respect to
a PFIC. Because of the complexity of Subpart F, a more detailed review of these
rules is outside of the scope of this discussion. We do not believe that we
currently qualify as a CFC. However, there can be no assurance that we will not
be considered a CFC for the current or any future taxable year.

|F. | Dividends and Paying Agents
|-- | ---------------------------

Not applicable.

|G. | Statement by Experts
|-- | --------------------

Not applicable.

41

---

|H. | Documents on Display
|-- | --------------------

Documents concerning the Company which are referred to in this
document may be inspected in our corporate office at 2901-1050 Burrard Street,
Vancouver, British Columbia, Canada, V6Z 2S3 or at the address of the Companys
registered office at 1500-1055 West Georgia Street, Vancouver, British Columbia,
Canada, V6E 4N7. Copies of the Companys financial statements and other
continuous disclosure documents that are filed with the SEC and can be viewed
at: www.sec.gov.

|I. | Subsidiary Information
|-- | ----------------------

See Item 4.C - Organizational Structure.

|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK
|-------- | ----------------------------------------------------------------

We are currently not subject to any material market risks.

|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES
|-------- | ------------------------------------------------------------

Not applicable.

PART II

|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND
      DELINQUENCIES
|-------- | -----------------------------------------------------

None.

|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF
      SECURITY HOLDERS AND USE OF PROCEEDS
|-------- | ----------------------------------------------------------------------------------

Not applicable.

|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed on reports that
the Company files under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Exchange Act Rules and
forms.

Our Chief Executive Officer and Chief Financial Officer, after
evaluating the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2008,
concluded that, as of such date, our disclosure controls and procedures were
effective in ensuring that information required to be disclosed by the Company
was recorded, processed, summarized and reported within the time periods
specified in the Exchange Act Rules and forms.

42

---

Managements Annual Report on Internal Control Over
Financial Reporting

The Companys management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Companys internal
control over financial reporting is a process designed by, or under the
supervision of, the Companys Chief Executive Officer and Chief Financial
Officer, and effected by the Companys Board, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the financial statements for external purposes in
accordance with generally accepted accounting principles. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Under the supervision and with the participation of our
management, including the Companys Chief Executive Officer and Chief Financial
Officer, we conducted an evaluation of the effectiveness of the Companys
internal control over financial reporting as of September 30, 2008. In making
this evaluation, management used the framework set forth in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that as of
September 30, 2008, the Companys internal control over financial reporting was
effective.

Attestation Report of Registered Public Accounting
Firm

This Annual Report does not include a report of managements
assessment regarding internal control over financing reporting or an attestation
report of the Companys registered public accounting firm regarding internal
control over financial reporting due to a transition period under SEC rules for
non-accelerated filers.

Changes in Internal Controls Over Financial
Reporting

During the year ended September 30, 2008, there were no changes
in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act) that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

|ITEM 16.  | [Reserved]                      
|--------- | --------------------------------
|          |                                 
|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT

The Company has an audit committee comprised of Michael Hart,
John Campbell and Dan Brown. Our Board has determined that Mr. Campbell is an
audit committee financial expert and is independent as defined in the
listing standards of American Stock Exchange.

|ITEM 16B. | CODE OF ETHICS
|--------- | --------------

The Company has adopted a corporate code of ethics that applies
to the Companys Chief Executive Officer and Chief Financial Officer. A copy of
our code of ethics may be requested, free of charge, from the Companys
corporate office at 2901-1050 Burrard Street, Vancouver,

43

---

British Columbia, Canada, V6Z 2S3, Attention: Investor
Relations. In addition, a copy of the code of ethics was filed as an exhibit to
the Companys Form 10-KSB filed for the Companys 2003 fiscal year. The Company
believes that the code of ethics is reasonably designed to deter wrongdoing and
promote honest and ethical conduct; provide full, fair, accurate, timely and
understandable disclosure in public reports; comply with applicable laws; ensure
prompt internal reporting of code violations; and provide accountability for
adherence to the code.

|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------

Principal Accountant Service
    For the fiscal year ended
      September 30, 2008 (CDN$)
    For the fiscal year ended
      September 30, 2007 (CDN$)Audit Fees (1)
    $33,042
    $12,500Audit Related Fees
      (2)
    -
    -Tax Fees (3)
    -
    -All Other Fees (4)
    -
    -


|(1) | Audit Fees include fees necessary to perform the annual
      audit and quarterly reviews of the Companys financial statements and
      include both the fees of the Companys principal auditor, Smythe Ratcliffe
      LLP, Chartered Accountants. Audit fees also include fees for review of tax
      provisions and for accounting consultations on matters reflected in the
      financial statements. Audit Fees also include audit or other attest
      services required by legislation or regulation, such as comfort letters,
      consents, reviews of securities filings and statutory audits.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Audit-Related Fees include services that are
      traditionally performed by the auditor. These audit-related services
      include employee benefit audits, due diligence assistance, accounting
      consultations on proposed transactions, internal control reviews and audit
      or attest services not required by legislation or regulation.                                                                                                                                                                                                                                                        
|(3) | Tax Fees include fees for all tax services other than
      those included in Audit Fees and Audit-Related Fees. This category
      includes fees for tax compliance, tax planning and tax advice. Tax
      planning and tax advice includes assistance with tax audits and appeals,
      tax advice related to mergers and acquisitions, and requests for rulings
      or technical advice from tax authorities.                                                                                                                                                                                       
|(4) | All Other Fees include all other non-audit
    services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

The nature of the services provided by Smythe Ratcliffe LLP,
Chartered Accountants (Smythe) under each of the categories indicated in the
table is described below.

Pre-Approval Policies and Procedures

It is within the mandate of the Companys audit committee to
approve all audit and non-audit related fees paid to the independent auditors.
The audit committee has pre-approved specifically identified non-audit related
services, including tax compliance, review of tax returns, documentation of
processes and controls as submitted to the audit committee from time to time
over the past two years. The auditors also present the estimate for the annual
audit related services to the committee for approval prior to undertaking the
annual audit of the financial statements.

Change of Auditor

On September 26, 2007, Telford Sadovnick, P.L.L.C. (Telford),
voluntarily resigned as principal independent registered public accounting firm
of the Company. The Company engaged Smythe, as its principal independent
registered public accounting firm effective October 3, 2007.

44

---

The decision to engage Smythe as its principal independent
registered public accounting firm has been approved by the Board.

During the period of Telfords engagement as the Company's
principal independent registered public accounting firm from January 25, 1999 to
September 26, 2007, there were no disagreements with Telford on any matter of
accounting principles or practices, financial statement disclosure or review
scope or procedures. Telford prepared: (a) a report dated December 12, 2005 on
the balance sheets of the Company as at September 30, 2005 and 2004, and the
related statements of operations, changes in stockholders equity and cash flows
for each of the three years in the period ended September 30, 2005, and the
statements of operations cash flows for the period from inception on February
20, 1997 to September 30, 2005; and (b) a report dated November 17, 2006 on the
balance sheets of the Company as at September 30, 2006 and 2005, and the related
statements of operations, statement of stockholders equity and cash flows for
each of the three years in the period ended September 30, 2006, and the
statements of operations and cash flows for the period from inception on
February 20, 1997 to September 30, 2006. Such reports did not contain an adverse
opinion or disclaimer of opinion, nor were they modified as to uncertainty,
audit scope, or accounting principles, other than to state that there is
substantial doubt as to the ability of the Company to continue as a going
concern. Telford has not advised the Company of any reportable event or default
listed in paragraph (iv) of Regulation S-B Item 304(a)(1).

The Company has provided Telford with a copy of the foregoing
disclosures and has requested in writing that Telford furnish it with a letter
addressed to the SEC stating whether or not they agree with such disclosures.
The Company has received the requested letter from Telford wherein they have
confirmed their agreement to the Companys disclosures. A copy of Telfords
letter has been filed as an exhibit to our report on Form 8-K/A filed with the
SEC on November 15, 2007.

|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR
      AUDIT COMMITTEES
|--------- | ----------------------------------------------------------------

Not applicable.

|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER
      AND AFFILIATED PURCHASERS
|--------- | ----------------------------------------------------------------------------

Not applicable.

PART III

|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

Financial Statements begin on page 1 below.

45

---

INDEX TO FINANCIAL STATEMENTS

PageAuditors Report
      F-2Balance
        Sheets
      F-4Statements of Operations and Deficit
      F-5Statements
        of Changes in Stockholders Equity
      F-6Statements of Cash Flows
      F-7Notes
        to the Financial Statements
      F-8


The financial statements and Report of the independent Auditors
are filed as part of the Companys Annual Report.

46

---

|AMG OIL LTD.                                   
|-----------------------------------------------
|(An Exploration Stage Enterprise)              
|                                               
|Financial Statements                           
|(Expressed in United States Dollars)           
|                                               
|For the Years Ended September 30, 2008 and 2007

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

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

We have audited the balance sheets of AMG Oil Ltd. (An
  Exploration Stage Enterprise) as at September 30, 2008 and 2007 and the related
  statements of operations, changes in stockholders' equity and cash flows for the
  years then ended and the cumulative totals for the exploration stage of
  operations and cash flows for the period from inception on February 20, 1997 to
  September 30, 2008. These financial statements are the responsibility of the
  Company's management. Our responsibility is to express an opinion on these
  financial statements based on our audits. The financial statements of the
  Company for the year ended September 2006 and the period from inception on
  February 20, 1997 through September 30, 2006 were audited by other auditors
  whose report dated November 17, 2006 expressed an unqualified opinion on those
  statements. Our opinion insofar as it relates to the cumulative totals for
  exploration stage operations from inception on February 20, 1997 through
  September 30, 2006, is based solely on the report of the other auditors.

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

In our opinion, based on our audits and the report of the other
  auditors, these financial statements present fairly, in all material respects,
  the financial position of the Company as at September 30, 2008 and 2007 and the
  results of its operations and its cash flows for the years then ended and for
  the cumulative totals for the exploration stage of operations from inception on
  February 20, 1997 through September 30, 2008 in conformity with accounting
  principles generally accepted in the United States of America.

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

Smythe Ratcliffe LLP (signed)

Chartered Accountants 
  Vancouver, Canada 
  December 18,
  2008

F-2

|7thFloor,
      Marine Building   | Fax:       | 604.688.4675        | 
|--------------------------------- | ---------- | ------------------- | 
|355 Burrard Street, Vancouver, BC | Telephone: | 604.687.1231       
|Canada V6C 2G8                    | Web:       | SmytheRatcliffe.com

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

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

We have audited the accompanying balance sheet of AMG Oil Ltd.
(An Exploration Stage Company) (the Company) as at September 30, 2006, the
related statement of operations, statement in stockholders equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of AMG Oil Ltd.
(An Exploration Stage Company) as at September 30, 2006, and the results of its
operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

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

/s/Telford Sadovnick, P.L.L.C.

TELFORD SADOVNICK, P.L.L.C CERTIFIED PUBLIC
ACCOUNTANTS

Bellingham, Washington November 17, 2006

F-3

---

|AMG OIL LTD.                         |  |      |  |  |      | 
|------------------------------------ |  | ---- |  |  | ---- | 
|(An Exploration Stage Enterprise)    |  |      |  |  |      | 
|Balance Sheets                       |  |      |  |  |      | 
|(Expressed in United States Dollars) |  |      |  |  |      | 
|As at September
      30,            |  | 2008 |  |  | 2007 | 

|Assets                                                 |   |            |   |   |            |  
|------------------------------------------------------ | - | ---------- | - | - | ---------- | -
|Current                                                |   |            |   |   |            |  
|                                                       |   |            |   |   |            |  
|Cash and cash equivalents                              | $ | 1,104,364  |   | $ | 1,318,132  |  
|Prepaid expenses                                       |   | 107        |   |   | 150        |  
|                                                       |   |            |   |   |            |  
|Total Current Assets and Total Assets                  | $ | 1,104,471  |   | $ | 1,318,282  |  
|                                                       |   |            |   |   |            |  
|Current Liabilities                                    |   |            |   |   |            |  
|                                                       |   |            |   |   |            |  
|Accounts payable and accrued
      liabilities         | $ | 39,394     |   | $ | 8,155      |  
|Due
      to related parties (Note 3)                  |   | 2,604      |   |   | 2,535      |  
|                                                       |   |            |   |   |            |  
|Total Current
      Liabilities and Total Liabilities  |   | 41,998     |   |   | 10,690     |  
|                                                       |   |            |   |   |            |  
|Commitments and Contingencies (Note 4)                 |   |            |   |   |            |  
|Subsequent Event (Note 7)                              |   |            |   |   |            |  
|                                                       |   |            |   |   |            |  
|Stockholders Equity                                   |   |            |   |   |            |  
|                                                       |   |            |   |   |            |  
|Common voting stock (Note 5), $0.00001 par
      value |   |            |   |   |            |  
|100,000,000 shares authorized                          |   |            |   |   |            |  
|Issued and outstanding at September
      30,          |   |            |   |   |            |  
|2008: 23,200,000 shares                                |   |            |   |   |            |  
|2007: 23,200,000 shares                                |   | 232        |   |   | 232        |  
|Additional paid-in capital                             |   | 4,232,140  |   |   | 4,194,600  |  
|Deficit accumulated during the exploration stage       |   | (3,169,899 | ) |   | (2,887,240 | )
|                                                       |   |            |   |   |            |  
|Total Stockholders Equity                             |   | 1,062,473  |   |   | 1,307,592  |  
|                                                       |   |            |   |   |            |  
|Total Liabilities and Stockholders Equity             | $ | 1,104,471  |   | $ | 1,318,282  |  

See accompanying notes to the financial statements

F-4

---

|AMG OIL LTD.                              
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Statements of Operations                  
|(Expressed in
      United States Dollars)

|                                      |   |               |   |   |               |   |   |               |   |   | Cumulative      |  
|------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | - | - | --------------- | -
|                                      |   |               |   |   |               |   |   |               |   |   | from Inception  |  
|                                      |   |               |   |   |               |   |   |               |   |   | on February 20, |  
|                                      |   | Year Ended    |   |   | Year Ended    |   |   | Year Ended    |   |   | 1997 to         |  
|                                      |   | September 30, |   |   | September 30, |   |   | September 30, |   |   | September 30,   |  
|                                      |   | 2008          |   |   | 2007          |   |   | 2006          |   |   | 2008            |  
|                                      |   |               |   |   |               |   |   |               |   |   |                 |  
|Expenses                              |   |               |   |   |               |   |   |               |   |   |                 |  
|General and administrative            | $ | 285,180       |   | $ | 90,640        |   | $ | 68,046        |   | $ | 1,074,586       |  
|Stock based compensation              |   | (37,540       | ) |   | -             |   |   | -             |   |   | 222,415         |  
|Loss on sale of investments           |   | -             |   |   | -             |   |   | -             |   |   | 17,820          |  
|Write-down of investments             |   | -             |   |   | -             |   |   | -             |   |   | 234,780         |  
|Write-off of loan
      receivable    |   | -             |   |   | -             |   |   | -             |   |   | 30,000          |  
|                                      |   |               |   |   |               |   |   |               |   |   |                 |  
|Total expenses                        |   | (285,180      | ) |   | (90,640       | ) |   | (68,046       | ) |   | (1,579,061      | )
|                                      |   |               |   |   |               |   |   |               |   |   |                 |  
|Other Item                            |   |               |   |   |               |   |   |               |   |   |                 |  
|Interest                              |   | 40,061        |   |   | 65,310        |   |   | 31,873        |   |   | 197,112         |  
|                                      |   |               |   |   |               |   |   |               |   |   |                 |  
|Net loss from continuing operations   |   | (282,659      | ) |   | (25,330       | ) |   | (36,173       | ) |   | (1,382,489      | )
|                                      |   |               |   |   |               |   |   |               |   |   |                 |  
|Net loss from discontinued operations |   | -             |   |   | -             |   |   | -             |   |   | (1,787,410      | )
|                                      |   |               |   |   |               |   |   |               |   |   |                 |  
|Net and comprehensive loss            | $ | (282,659      | ) | $ | (25,330       | ) | $ | (36,173       | ) | $ | (3,169,899      | )
|                                      |   |               |   |   |               |   |   |               |   |   |                 |  
|Basic loss per share:                 |   |               |   |   |               |   |   |               |   |   |                 |  
|From continuing
      operations      | $ | (0.01         | ) | $ | (0.00         | ) | $ | (0.00         | ) |   |                 |  
|From discontinued operations          |   | (0.00         | ) |   | (0.00         | ) |   | (0.00         | ) |   |                 |  
|                                      | $ | (0.01         | ) | $ | (0.00         | ) | $ | (0.00         | ) |   |                 |  
|                                      |   |               |   |   |               |   |   |               |   |   |                 |  
|Weighted average number of            |   |               |   |   |               |   |   |               |   |   |                 |  
|common shares outstanding             |   | 23,200,000    |   |   | 23,200,000    |   |   | 20,172,055    |   |   |                 |  

See accompanying notes to the financial statements

F-5

---

|AMG OIL LTD.                                                   
|---------------------------------------------------------------
|(An Exploration Stage Enterprise)                              
|Statements of Changes in Stockholders Equity                  
|(Expressed in
      United States Dollars)                     
|From Inception on
      February 20, 1997 to September 30, 2008

|                               |              |   |   |         |   |   | Additional             |   |   | Deficit Accumulated |   |   | Total      |  
|------------------------------ | ------------ | - | - | ------- | - | - | ---------------------- | - | - | ------------------- | - | - | ---------- | -
|                               | Common Stock |   |   | Paid-in |   |   | during the Exploration |   |   | Stockholders       |  
|                               | Shares       |   |   | Amount  |   |   | Capital                |   |   | Stage               |   |   | Equity     |  
|Balance at February 20, 1997   | -            |   | $ | -       |   | $ | -                      |   | $ | -                   |   | $ | -          |  
|April 2, 1997                  | 2,000,000    |   |   | 20      |   |   | 100,980                |   |   | -                   |   |   | 101,000    |  
|August 11, 1997                | 3,000,000    |   |   | 30      |   |   | 29,970                 |   |   | -                   |   |   | 30,000     |  
|September 29, 1997             | 4,000,000    |   |   | 40      |   |   | 199,960                |   |   | -                   |   |   | 200,000    |  
|Net loss for the period        | -            |   |   | -       |   |   | -                      |   |   | (21,888             | ) |   | (21,888    | )
|Balance at September 30, 1997  | 9,000,000    |   |   | 90      |   |   | 330,910                |   |   | (21,888             | ) |   | 309,112    |  
|December 31, 1997              | 2,000,000    |   |   | 20      |   |   | 99,980                 |   |   | -                   |   |   | 100,000    |  
|July 2, 1998                   | 1,500,000    |   |   | 15      |   |   | 374,985                |   |   | -                   |   |   | 375,000    |  
|August 14, 1998                | 500,000      |   |   | 5       |   |   | 124,995                |   |   | -                   |   |   | 125,000    |  
|Net loss for
      the year    | -            |   |   | -       |   |   | -                      |   |   | (144,368            | ) |   | (144,368   | )
|Balance at September 30, 1998  | 13,000,000   |   |   | 130     |   |   | 930,870                |   |   | (166,256            | ) |   | 764,744    |  
|March 17, 1999                 | 1,200,000    |   |   | 12      |   |   | 599,988                |   |   | -                   |   |   | 600,000    |  
|Net loss for the year          | -            |   |   | -       |   |   | -                      |   |   | (97,165             | ) |   | (97,165    | )
|Balance at September 30, 1999  | 14,200,000   |   |   | 142     |   |   | 1,530,858              |   |   | (263,421            | ) |   | 1,267,579  |  
|April 10, 2000                 | 5,000,000    |   |   | 50      |   |   | 249,950                |   |   | -                   |   |   | 250,000    |  
|August 25, 2000                | 400,000      |   |   | 4       |   |   | 899,996                |   |   | -                   |   |   | 900,000    |  
|Net compensation expense       |              |   |   |         |   |   |                        |   |   |                     |   |   |            |  
|from stock options             | -            |   |   | -       |   |   | 42,255                 |   |   | -                   |   |   | 42,255     |  
|Net loss for the year          | -            |   |   | -       |   |   | -                      |   |   | (1,106,470          | ) |   | (1,106,470 | )
|Balance at September 30, 2000  | 19,600,000   |   |   | 196     |   |   | 2,723,059              |   |   | (1,369,891          | ) |   | 1,353,364  |  
|Net compensation expense       |              |   |   |         |   |   |                        |   |   |                     |   |   | 1,353,364  |  
|from stock options             | -            |   |   | -       |   |   | 94,315                 |   |   | -                   |   |   | 94,315     |  
|Net loss for the year          | -            |   |   | -       |   |   | -                      |   |   | (893,774            | ) |   | (893,774   | )
|Balance at September 30, 2001  | 19,600,000   |   |   | 196     |   |   | 2,817,374              |   |   | (2,263,665          | ) |   | 553,905    |  
|Net compensation expense       |              |   |   |         |   |   |                        |   |   |                     |   |   |            |  
|from stock options             | -            |   |   | -       |   |   | 38,697                 |   |   | -                   |   |   | 38,697     |  
|Net loss for the year          | -            |   |   | -       |   |   | -                      |   |   | (137,397            | ) |   | (137,397   | )
|Balance at September 30, 2002  | 19,600,000   |   |   | 196     |   |   | 2,856,071              |   |   | (2,401,062          | ) |   | 455,205    |  
|Re-purchase of shares for cash | (3,000,000   | ) |   | (30     | ) |   | (29,970                | ) |   | -                   |   |   | (30,000    | )
|Net compensation expense       |              |   |   |         |   |   |                        |   |   |                     |   |   |            |  
|from stock options             | -            |   |   | -       |   |   | 9,608                  |   |   | -                   |   |   | 9,608      |  
|Net loss for
      the year    | -            |   |   | -       |   |   | -                      |   |   | (341,813            | ) |   | (341,813   | )
|Balance at September 30, 2003  | 16,600,000   |   |   | 166     |   |   | 2,835,709              |   |   | (2,742,875          | ) |   | 93,000     |  
|Net loss for
      the year    | -            |   |   | -       |   |   | -                      |   |   | (64,089             | ) |   | (64,089    | )
|Balance at September 30, 2004  | 16,600,000   |   |   | 166     |   |   | 2,835,709              |   |   | (2,806,964          | ) |   | 28,911     |  
|Net loss for
      the year    | -            |   |   | -       |   |   | -                      |   |   | (18,773             | ) |   | (18,773    | )
|Balance at September 30, 2005  | 16,600,000   |   |   | 166     |   |   | 2,835,709              |   |   | (2,825,737          | ) |   | 10,138     |  
|February 27, 2006              | 6,000,000    |   |   | 60      |   |   | 1,358,897              |   |   | -                   |   |   | 1,358,957  |  
|August 30, 2006                | 600,000      |   |   | 6       |   |   | (6                     | ) |   | -                   |   |   | -          |  
|Net loss for
      the year    | -            |   |   | -       |   |   | -                      |   |   | (36,173             | ) |   | (36,173    | )
|Balance at September 30, 2006  | 23,200,000   |   |   | 232     |   |   | 4,194,600              |   |   | (2,861,910          | ) |   | 1,332,922  |  
|Net loss for
      the year    | -            |   |   | -       |   |   | -                      |   |   | (25,330             | ) |   | (25,330    | )
|Balance at September 30, 2007  | 23,200,000   |   |   | 232     |   |   | 4,194,600              |   |   | (2,887,240          | ) |   | 1,307,592  |  
|Net compensation expense       |              |   |   |         |   |   |                        |   |   |                     |   |   |            |  
|from stock options             | -            |   |   | -       |   |   | 37,540                 |   |   | -                   |   |   | 37,540     |  
|Net loss for
      the year    | -            |   |   | -       |   |   | -                      |   |   | (282,659            | ) |   | (282,659   | )
|Balance at September 30, 2008  | 23,200,000   |   | $ | 232     |   | $ | 4,232,140              |   | $ | (3,169,899          | ) | $ | 1,062,473  |  

See accompanying notes to the financial statements

F-6

---

|AMG OIL LTD.                              
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Statements of Cash Flows                  
|(Expressed in
      United States Dollars)

|                                                      |   |               |   |   |               |   |   |               |   |   | Cumulative              |  
|----------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | - | - | ----------------------- | -
|                                                      |   | Year Ended    |   |   | Year Ended    |   |   | Year Ended    |   |   | from Inception          |  
|                                                      |   | September 30, |   |   | September 30, |   |   | September 30, |   |   | on February 20, 1997 to |  
|                                                      |   | 2008          |   |   | 2007          |   |   | 2006          |   |   | September 30, 2008      |  
|Cash provided by (used in):                           |   |               |   |   |               |   |   |               |   |   |                         |  
|Operating Activities                                  |   |               |   |   |               |   |   |               |   |   |                         |  
|Net loss from continuing operations                   | $ | (282,659      | ) | $ | (25,330       | ) | $ | (36,173       | ) | $ | (1,382,489              | )
|Adjustments to reconcile net loss to                  |   |               |   |   |               |   |   |               |   |   |                         |  
|cash used in operating activities:                    |   |               |   |   |               |   |   |               |   |   |                         |  
|Depreciation                                          |   | -             |   |   | -             |   |   | 1,234         |   |   | 5,889                   |  
|Net compensation expense from stock                   |   |               |   |   |               |   |   |               |   |   |                         |  
|options                                               |   | 37,540        |   |   | -             |   |   | -             |   |   | 222,415                 |  
|Loss on sale of investments                           |   | -             |   |   | -             |   |   | -             |   |   | 17,820                  |  
|Write-down of investments                             |   | -             |   |   | -             |   |   | -             |   |   | 234,780                 |  
|Write-off of loan receivable                          |   | -             |   |   | -             |   |   | -             |   |   | 30,000                  |  
|Changes in non-cash working capital:                  |   |               |   |   |               |   |   |               |   |   |                         |  
|Accounts payable and accrued
      liabilities        |   | 31,239        |   |   | (4,367        | ) |   | 6,900         |   |   | 39,394                  |  
|Due to related parties                                |   | 69            |   |   | (303          | ) |   | 2,838         |   |   | (19,630                 | )
|Prepaid expenses                                      |   | 43            |   |   | (150          | ) |   | -             |   |   | (107                    | )
|Net cash used in continuing operations                |   | (213,768      | ) |   | (30,150       | ) |   | (25,201       | ) |   | (851,928                | )
|Net cash provided by discontinued operations          |   | -             |   |   | -             |   |   | -             |   |   | 60,405                  |  
|Net cash used in
      operating activities           |   | (213,768      | ) |   | (30,150       | ) |   | (25,201       | ) |   | (791,523                | )
|Financing Activities                                  |   |               |   |   |               |   |   |               |   |   |                         |  
|Common shares issued for cash                         |   | -             |   |   | -             |   |   | 1,358,957     |   |   | 4,039,957               |  
|Common shares re-purchased with cash                  |   | -             |   |   | -             |   |   | -             |   |   | (30,000                 | )
|Net cash provided
      by financing activities       |   | -             |   |   | -             |   |   | 1,358,957     |   |   | 4,009,957               |  
|Investing Activities                                  |   |               |   |   |               |   |   |               |   |   |                         |  
|Loan receivable                                       |   | -             |   |   | -             |   |   | -             |   |   | (30,000                 | )
|Purchase of investments                               |   | -             |   |   | -             |   |   | -             |   |   | (324,856                | )
|Proceeds from sale of investments                     |   | -             |   |   | -             |   |   | -             |   |   | 82,256                  |  
|Oil and gas exploration expenditures                  |   | -             |   |   | -             |   |   | -             |   |   | (1,835,581              | )
|Purchase of
      property and equipment              |   | -             |   |   | -             |   |   | -             |   |   | (5,889                  | )
|Net cash provided by (used in) investing activities   |   | -             |   |   | -             |   |   | -             |   |   | (2,114,070              | )
|Net increase (decrease) in cash                       |   |               |   |   |               |   |   |               |   |   |                         |  
|during the period                                     |   | (213,768      | ) |   | (30,150       | ) |   | 1,333,756     |   |   | 1,104,364               |  
|Cash and cash
      equivalents - Beginning of period |   | 1,318,132     |   |   | 1,348,282     |   |   | 14,526        |   |   | -                       |  
|Cash and cash equivalents - End of period             | $ | 1,104,364     |   | $ | 1,318,132     |   | $ | 1,348,282     |   | $ | 1,104,364               |  
|Supplemental disclosure of net cash from              |   |               |   |   |               |   |   |               |   |   | 1,104,364               |  
|discontinued operations:                              |   |               |   |   |               |   |   |               |   |   |                         |  
|Net loss from discontinued operations                 | $ | -             |   | $ | -             |   | $ | -             |   | $ | (1,787,410              | )
|Gain on forgiveness of debt                           |   | -             |   |   | -             |   |   | -             |   |   | 22,234                  |  
|Write-off of oil and gas interest                     |   | -             |   |   | -             |   |   | -             |   |   | 1,832,520               |  
|Gain on sale of oil and gas interest                  |   | -             |   |   | -             |   |   | -             |   |   | (6,939                  | )
|Net cash provided
      by discontinued operations    | $ | -             |   | $ | -             |   | $ | -             |   | $ | 60,405                  |  
|Supplemental disclosure of non-cash                   | $ | -             |   | $ | -             |   |   | -             |   |   |                         |  
|investing activities:                                 |   |               |   |   |               |   |   |               |   |   |                         |  
|Purchase of investments                               | $ | -             |   | $ | -             |   | $ | -             |   | $ | (10,000                 | )

See accompanying notes to the financial statements

F-7

---

|AMG OIL LTD.                                               
|-----------------------------------------------------------
|(An Exploration Stage Enterprise)                          
|Notes to the Financial Statements                          
|(Expressed in
      United States Dollars)                 
|                                                           
|For the Years
      Ended September 30, 2008, 2007 and 2006

NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

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

These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States on a going
concern basis, which contemplates the realization of assets and the liquidation
of liabilities in the ordinary course of business. They do not include any
adjustments to the recoverability and classification of recorded assets amounts
and liabilities that might be necessary should the Company be unable to continue
as a going concern. The Company has no revenue producing operations and has
incurred recurring operating losses and an accumulated deficit of $3,169,899 at
September 30, 2008. These factors, among others, raise substantial doubt about
the Companys ability to be able to continue as a going concern. The future of
the Company and the realization of its asset values will depend upon the
Companys ability to obtain adequate financing and continuing support from
stockholders and creditors to attain profitable operations. The Company has no
significant commitments or contractual obligations with any parties respecting
executive compensation, consulting arrangements or other matters, except as
disclosed elsewhere in these notes.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

F-8

---

|b) | Financial Instruments and Financial Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|c) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Cash and cash equivalents is comprised of cash and term
      investments with maturities of three months or less, deposited in a
      high-quality financial institution, together with accrued interest
      thereon. Term investments are readily convertible to known amounts of
      cash.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|d) | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Property and equipment are recorded at cost and amortized
      over their useful lives. Currently the Company does not have any property
      and equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|e) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | All stock option based grants and expiry date extensions
      are measured and recognized in the financial statements using a fair value
      based method in accordance with SFAS No. 123R, Share Based Payments.
      Fair value is calculated using the Black-Scholes option pricing model and
      the compensation cost is amortized over the vesting period. The Company
      measures compensation expense if the options are changed or modified.
      Consideration received upon the exercise of stock options together with
      the amount of non-cash compensation expense recognized in contributed
      surplus is recorded as share capital.                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|f) | Basic and Diluted Loss per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Basic loss per common share is calculated by dividing the
      loss by the weighted average number of common shares outstanding during
      the year. Diluted loss per common share is calculated by dividing net loss
      by the sum of the weighted average number of common shares outstanding and
      the dilutive common equivalent shares outstanding during the year. Common
      equivalent shares consist of the shares issuable upon exercise of stock
      options and warrants calculated using the treasury stock method. Common
      equivalent shares are not included in the calculation of the weighted
      average number of shares outstanding for diluted loss per common share
      when the effect would be anti-dilutive.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|g) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company accounts for income taxes under an asset and
      liability method that requires the recognition of deferred tax assets
      and liabilities for the expected future tax consequences of events that
      have been recognized in the Companys financial statements or tax returns.
      In estimating future tax consequences, all expected future events other
      than enactment of changes in the tax laws or rates are considered. If,
      based on available evidence, it                                                                                                                                                                                                                                                        

F-9

---

|   | is more likely than not that some or all of the deferred
      tax assets will not be realized, a valuation allowance against deferred
      tax assets is recorded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|h) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Companys functional currency is the U.S. dollar. All
      transactions in currencies other than the U.S. dollar during the year are
      translated at the exchange rate at the date of the transaction. Monetary
      assets and liabilities denominated in a foreign currency are translated at
      the prevailing year-end rate of exchange. Exchange gains or losses are
      included in the statement of operations in the year in which they
      occur.                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|i) | Accounting Pronouncements Recently
Issued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The following accounting pronouncements have been
      announced since the filing of the Companys Form 10- KSB, which was filed
      on December 26, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In May 2008, the Financial Accounting Standards Board
      (FASB) issued SFAS No. 162, The Hierarchy of Generally Accepted
      Accounting Principles. This statement identifies the sources of
      accounting principles and the framework for selecting the principles to be
      used in the preparation of financial statements of non- governmental
      entities that are presented in conformity with generally accepted
      accounting principles in the United States. This statement was effective
      on November 15, 2008. SFAS 162 is not expected to have a material impact
      on the Companys financial position, results of operations or cash
      flows.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In December 2007, the FASB issued SFAS No. 141 (revised),
      Business Combinations. This statement establishes principles and
      requirements of the acquisition method for business combinations and
      related disclosures. This statement is effective for fiscal years
      beginning on or after December 15, 2008. SFAS 141 (revised) is not
      expected to have a material impact on the Companys financial position,
      results of operations or cash flows.                                                                                                                                                                                                      

NOTE 3 - RELATED PARTY TRANSACTIONS

During the 2008 fiscal year, the Company incurred $54,568
(2007: $46,304 and 2006: $12,255) of mainly general and administrative costs
through DLJ Management Corp. (DLJ), a wholly owned subsidiary of Trans-Orient
Petroleum Ltd. (Trans-Orient). The amount represents costs incurred by DLJ on
behalf of the Company. At September 30, 2008, the Company owes DLJ $2,604 (2007:
$2,535). Trans-Orient was the controlling shareholder of the Company from March
4, 2003 to November 29, 2005 and is related to the Company through a common
director and officer. During the 2008 fiscal year a Director was paid $12,955
(2007: $9,421 and 2006: $5,553) indirectly through DLJ for time spent on the business of the
Company.

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

NOTE 4 - COMMITMENTS AND CONTINGENCIES

On October 1, 2007, the Company entered into an agreement with
a consultant to provide advisory services to the Company on an on-going basis
and includes monthly compensation of $5,000 per month. This agreement can be
terminated by giving the consultant one months termination notice. The Company
is not aware of any events of non-compliance in its operations with any
environmental laws or regulations nor of any potentially material contingencies
related to environmental issues. However, the Company cannot predict whether any
new or amended environmental laws or regulations introduced in the future will
have a material adverse effect on the future business of the Company. The
Company has no significant commitments or contractual obligations with any
parties respecting executive compensation, consulting arrangements or other
matters, except as disclosed. Rental of premises is on a month-to-month
basis.

F-10

---

NOTE 5 - COMMON VOTING STOCK

Share Purchase Warrants and Stock Options

At September 30, 2008 and 2007, the following share purchase
warrants and stock options were outstanding and exercisable:

|                        | Number          | Price           | Expiry           
|----------------------- | --------------- | --------------- | -----------------
|                        | of
      Shares | per
      Share | Date             
|Share Purchase Warrants | 6,600,000       | $0.50           | February 28, 2009
|Stock Options           | 396,000         | $0.25           | February 28, 2009

On February 26, 2008, the Company extended the February 28,
2008 expiry date of the Companys 6,600,000 share purchase warrants and 396,000
stock options to February 28, 2009. Each warrant and stock option entitles the
holder to purchase one common share of the Company at a price of $0.50 and
$0.25, respectively, until expiry. The Company applied the Black-Scholes option
pricing model to the expiry date extension using the closing market prices on
the extension dates, a volatility ratio of 105%, a risk-free interest rate of 2.2%,
a dividend yield of 0% and forfeiture of 0%, to calculate an aggregate option
benefit, resulting in stock-based compensation for the year ended September 30,
2008 of $37,540.

NOTE 6 - INCOME TAXES

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

The provision for income taxes differs from the result that
would be obtained by applying the statutory tax rate of 34% (2007 and 2006 
34%) to income before income taxes. The difference results from the following
items:

|                                            |   | 2008    |   |   | 2007   |   |   | 2006    |  
|------------------------------------------- | - | ------- | - | - | ------ | - | - | ------- | -
|Computed expected (benefit of) income taxes | $ | (96,104 | ) | $ | (8,612 | ) | $ | (12,299 | )
|Non-deductible expenses                     |   | -       |   |   | 1,492  |   |   | -       |  
|Increase in valuation allowance             |   | 96,104  |   |   | 7,120  |   |   | 12,299  |  
|Income tax provision                        | $ | -       |   | $ | -      |   | $ | -       |  

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

|                                  |   | 2008       |   |   | 2007     |   |   | 2006     |  
|--------------------------------- | - | ---------- | - | - | -------- | - | - | -------- | -
|Net operating loss carry-forwards | $ | (1,239,867 | ) | $ | (952,820 | ) | $ | (931,878 | )
|Statutory tax rate                |   | 34%        |   |   | 34%      |   |   | 34%      |  
|Deferred tax asset                |   | 421,555    |   |   | 323,959  |   |   | 316,839  |  
|Valuation allowance               |   | (421,555   | ) |   | (323,959 | ) |   | (316,839 | )
|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.

F-11

---

The operating losses amounting to $1,239,867 will expire
between 2017 and 2028 if they are not utilized. The following lists the fiscal
year in which the loss was incurred and the expiration date of the operating
loss carry-forwards:

|Fiscal year |   | Amount    |  |  | Expiration Date | 
|----------- | - | --------- |  |  | --------------- | 
|1997        | $ | 21,888    |  |  | 2017            | 
|1998        |   | 178,010   |  |  | 2018            | 
|1999        |   | 88,971    |  |  | 2019            | 
|2000        |   | 246,302   |  |  | 2020            | 
|2001        |   | 124,313   |  |  | 2021            | 
|2002        |   | 90,766    |  |  | 2022            | 
|2003        |   | 62,593    |  |  | 2023            | 
|2004        |   | 64,089    |  |  | 2024            | 
|2005        |   | 18,773    |  |  | 2025            | 
|2006        |   | 36,173    |  |  | 2026            | 
|2007        |   | 25,330    |  |  | 2027            | 
|2008        |   | 282,659   |  |  | 2028            | 
|Total       | $ | 1,239,867 |  |  |                 | 

NOTE 7  SUBSEQUENT EVENT

On November 25, 2008, the Company received more than the
majority approval required from shareholders to change the Companys
jurisdiction of incorporation to Canada. On November 27, 2008 the Company's
Articles of Continuance were accepted for filing by Industry Canada.

F-12

---

|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

Not applicable.

|ITEM 19. | EXHIBITS
|-------- | --------

Exhibit Reference
      Exhibition Description1.1
      Articles of Conversion(5)1.2
      Articles of Continuance(5)1.3
      Certificate of Continuance(5)1.4
      By-Laws(5)4.1
      Form
        of Subscription Agreement for the private placement completed on February
        28, 2006(3)4.2
      Form
        of Rights Agreement(3)4.3
      Form
        of Agency Agreement(3)4.4
      Form
        of 2000 Share Option Plan(1)4.5
      Consulting Agreement between the Company and PCL dated October
        1, 2008(4)11.1
      Code
        of Ethics(2)12.1
      Certification of Chief
        Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
        2002(7)12.2
      Certification of Chief
        Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
        2002(7)13.1
      Certification of Chief
        Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002(7)13.2
      Certification of Chief
        Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002(7)15.1
      Audit
        Committee Charter(2)15.2
      Disclosure Committee Charter(3)15.3
      Letter
        from Telford dated November 13, 2007(6)


|(1) | Herein incorporated by reference as previously included
      in our Form 10-SB, and all amendments thereto, filed on March 24,
    2000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|(2) | Herein incorporated by reference as previously included
      in our Form 10-KSB filed on December 29, 2003.                             
|(3) | Herein incorporated by reference as previously included
      in our Form 10-KSB filed on December 12, 2006.                             
|(4) | Herein incorporated by reference as previously included
      in our Form 10-KSB filed on December 26, 2007.                             
|(5) | Herein incorporated by reference as previously included
      in our Form 8-K filed on December 2, 2007.                                 
|(6) | Herein incorporated by reference as previously included
      in our Form 8-K/A filed on November 15, 2007.                              
|(7) | Filed herewith.                                                                                                                          

47

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SIGNATURES

The Company 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 Annual Report on its behalf.

|                        | AMG OIL LTD.
|----------------------- | ------------
|                        |             
|                        |             
|Date: December 18, 2008 | By:         
|                        | Name:       
|                        | Title:      

48

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