---

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

FORM 10-KSB

x Annual Report pursuant
  to section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended September 30, 2005 
  OR ̈ Transition Report pursuant to
  section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File #000-30087

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

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

#1407-1050 Burrard Street Vancouver, B.C. V6Z
2S3(Address of Principal Executive Offices including Zip Code)

(604) 682-6496(Issuers telephone number,
including area code)

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

Securities registered under Section 12(g) of the Act:
COMMON STOCK(Title of class)

The issuer (1) filed all reports required to be filed by Section
  13 or 15(d) of the Exchange Act during the past 
  12 months (or for such shorter period that the registrant was required to filed
  such reports), and (2) has been subject to 
  such filing requirements for the past 90 days: x
  YES  ̈ NO

There is no disclosure of delinquent filers in reports to Item
  405 of Regulation S-B is not contained in this form, and 
  no disclosure will be contained, to the best of registrant's knowledge, in definitive
  proxy or information statements 
  incorporated by reference in Part III of this Form 10-KSB: ̈
  YES x  NO

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

The issuer's revenues for its most recent fiscal year: $-0-.

The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and ask price of such common
equity, as of December 21, 2005 is: $6,806,000

The number of shares outstanding of each of the issuers classes
of common equity, as of September 30, 2005 and December 21, 2005: 16,600,000
Shares Common Stock. $.00001 par value per share.

Transitional Small Business Disclosure Format:  ̈
  YES  x  NO

---

FORWARD LOOKING STATEMENTS

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

Forward-looking statements include but are not limited to:

| |  | AMG Oil's ability to implement successfully its operating
      strategy as described in its business plan;
| | - | -----------------------------------------------------------------------------------------------------------
| |   |                                                                                                            
| |  | Future financial performance as estimated in AMG Oil's
      financial projections;                        
| |   |                                                                                                            
| |  | AMG Oil's forecasts of market demand; and,                                                                 
| |   |                                                                                                            
| |  | Highly competitive market conditions.                                                                      

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

Certain factors that could cause AMG Oil's forward-looking
statements not to be correct and cause AMG Oil's actual results to materially
vary from projections made in forward-looking statements as further described
under the caption in Risk Factors contained in the Management's Discussion and
Analysis of Financial Condition and Results of Operations section of this
report.

PART I

ITEM 1.          
  DESCRIPTION OF BUSINESS.

History

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

The Registrant has been inactive for approximately the last two
years and may be considered a shell company because it has no material assets
or operations. The Registrant's administration is effected through its corporate
office located at #1407-1050 Burrard Street, Vancouver, British Columbia, Canada
V6Z 2S3. In previous years, the Registrant conducted its oil and gas exploration
activities in New Zealand but withdrew from the permit and assigned its interest
to the other participants in the permit during the 2003 fiscal year.

During the 2005, 2004 and 2003 fiscal years, the Registrant did
not issue any securities. During the 2003 fiscal year, the Registrant
repurchased, for cancellation and return to treasury, 3,000,000 of the
Registrant's common shares for $0.01 per share.

The Registrant is a Vancouver, British Columbia, Canadian based
company which was from 1999 to 2003 modestly active in seeking suitable oil and
gas properties for exploration and development. The Registrant has been inactive
since 2003.

---

The Registrant does not receive any revenue from its
discontinued oil & gas operations in New Zealand and has no significant
assets, tangible or intangible. The Registrant has no history of earnings and
there is no assurance that the business of the Registrant will be profitable. As
at the end of the Registrants fiscal year dated September 30, 2005, the
Registrant has an accumulated deficit of $2,825,737 and the Registrant is
expected to continue incurring operating losses and accumulating deficits in
future periods. The Registrant has no significant future obligations.

Change of Control

Pursuant to an agreement made November 16, 2005, Robert
Pollock, a Toronto, Ontario businessman, acquired control of the Registrant
through the purchase of 8,600,000 shares of the Registrants common stock at a
price of $0.01 per share. The purchase and sale of these shares for $86,000 was
completed on November 29, 2005. These shares represent 51.9% of the outstanding
shares of the Registrant. The seller of these shares was the previous majority
shareholder, Trans-Orient Petroleum Ltd., which sold 7,305,500 million of these
shares and one other seller, who sold 1,294,500 shares.Trans-Orient is a
corporation registered under the 1934 Securities Act and is controlled by Mr.
Peter C. Loretto, its President, who is a businessman residing in Vancouver,
British Columbia, Canada.

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

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

Plan of Operations

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

expenses, including our audit and other professional expenses
associated with our reporting obligations under the Securities Exchange Act of
1934, (ii) costs associated with locating and acquiring another business, and
(iii) funding the operations of any business in which we may be successful in
acquiring an interest. There can be no assurance e will be able to raise any
funds for any purposes, including the prospective acquisition of a new business.
In the event we are unable to raise sufficient funds, we will be unable to
acquire any businesses and may be forced to halt all operations.

Insurance

Currently, we do not have any insurance coverage.

Government Regulation

There is no governmental regulation which we are aware of or
that would affect our Company.

Employees and Consultants

The Registrant has no employees, with the exception of our sole
executive officer, Mr. Michael Hart, and has not retained the services of any
consultants.

The Registrant is in the start-up stage and none of the
Registrants executive officers have employment agreements with the
Registrant.

---

Administration Contract

The Registrant receives corporate services from DLJ Management
Corp., a subsidiary of Trans-Orient Petroleum Corp, based on an oral agreement.
The services consist of shareholder relations and communications, administrative
and accounting support. DLJ Management Corp, until January 31, 2005, billed
monthly for its services on a cost recovery basis, billing the Registrant and
other associated companies for costs already incurred with no mark-up or other
such charges, for items such as labor and rent, office costs, and employee
benefits. As a result of the lack of capital of the Registrant, these services
were provided by DLJ at no cost from February 1, 2005 to date. These services
are not expected to continue for any significant period after the change of
control.

Risks associated with AMG Oil:

1. The Registrant may be unable to continue as a going concern.
The Registrant's auditors have expressed considerable doubt as to the
Registrant's ability to continue as a going concern. The Registrant will be
unable to continue as a going concern if it is unable to earn sufficient
revenues from its operations or to raise additional capital through debt or
equity financings to meet our working capital and joint venture capital
contribution obligations. At September 30, 2005, we had $8,904 in working
capital, which is not sufficient for the Registrant to maintain its operations.
Currently, the Registrant's management has determined that if the Registrant
does not raise the capital required to complete an acquisition of an oil and gas
interest and maintain its monthly overhead that allows the Registrant to
continue operating, it will be unable to continue as a going concern and you may
lose your entire investment.

2. The Registrant has no material assets or liabilities and it
incurred a net loss of $18,773 for the year ended September 30, 2005 and has no
revenues to date. The Companys future is dependent upon its ability to obtain
financing and upon acquiring resource assets for exploration. These factors
raise substantial doubt that the Company will be able to continue as a going
concern. 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, 2005, we
had an accumulated deficit of $2,825,737. 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. We may not achieve or
sustain our revenue or profit objectives and our losses may increase in the
future.

3. 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:

| | * | the Company currently does not own any interest in any
      oil or gas properties;                                                                                                                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                      
| | * | the Company's plan of operations is to attempt to acquire
      an interest in an oil and gas property;                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                      
| | * | the Company will compete with other companies engaged in
      the oil and gas industries for properties of merit, which competitors will
      have greater financial resources than the Company ;                                                                                                                                                                                  
|
| |   |                                                                                                                                                                                                                                                                                                                                                                                      
| | * | the Company anticipates that its ability to acquire an
      interest in an oil and gas property will be contingent upon raising
      sufficient financing to enable the Company to acquire the interest and if
      the Company is successful in acquiring the interest the Company will
      likely need additional financing to carry out the necessary exploration
      work;
|
|
|
| |   |                                                                                                                                                                                                                                                                                                                                                                                      
| | * | inability to find a suitable oil and gas property;                                                                                                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                      
| | * | inability to raise the working capital to maintain the
      Registrants operations;                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                      
| | * | inability to raise the working capital necessary to
      acquire a suitable oil and gas interest and to maintain the work
      requirements after acquisition;                                                                                                                                                                                                                     
|
| |   |                                                                                                                                                                                                                                                                                                                                                                                      
| | * | inability to discover hydrocarbons that are commercially
      viable;                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                      
| | * | general economic and political conditions.                                                                                                                                                                                                                                                                                                                                           

---

4. 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 we face a number of risks encountered by companies in
our sector, including:

| | * | our need to find a suitable oil and gas interest ;                                                                                                             
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                
| | * | our need to raise working capital to maintain the
      Registrants operations and to have sufficient capital to acquire a
      suitable oil and gas interest;
|
| |   |                                                                                                                                                                
| | * | our need to discover hydrocarbons that are commercially
      viable;                                                                                          
| |   |                                                                                                                                                                
| | * | our need to manage growing operations;                                                                                                                         

5. 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.

6. We have limited resources.

7. One stockholder owns a majority of our stock and may act, or
prevent certain types of corporate actions, which may be or may seem to be
adverse to other minority stockholders.

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

9. Penny stock rules limit the liquidity of our common stock.
Our common stock may now and in the future be subject to the penny stock rules
under the Securities Exchange Act of 1934, as amended (referred to herein as 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 showing the market value of each
penny stock held in the customer's account. The bid and offer quotations and the
broker-dealer and salesperson compensation information must be given to the
customer orally or in writing prior to completing the transaction and must be
given to the customer in writing before or with the customer's confirmation. In
addition, the penny stock rules require that prior to a transaction, the broker
and/or dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These additional penny stock disclosure
requirements are burdensome and may reduce the trading activity in the market
for our common stock. As long as the common stock is subject to the penny stock
rules, holders of our common stock may find it more difficult to sell their
securities.

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

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

ITEM
2.           DESCRIPTION OF
PROPERTY.

The Registrants administrative offices are located at
1407-1050 Burrard Street, Vancouver, British Columbia, Canada, V6Z 2S3 and our
telephone number is (604) 682-6496. The Registrant utilizes the office space, on
a rent-free basis, pursuant to a verbal agreement with DLJ Management Corp.

ITEM
3.           LEGAL
PROCEEDINGS.

There are no material legal proceedings to which the Registrant
is subject to or which are anticipated or threatened.

---

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

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

PART II

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

The Registrants shares are traded on the Bulletin Board
operated by the National Association of Securities Dealers, Inc. under the
trading symbol AMGO.

Summary trading by quarter, as found at www.yahoo.com, for the
2005 and 2004 fiscal years are as follows:

Fiscal Quarter
    High Bid(1)
    Low Bid(1)2005First Quarter
    0.06
    0.025Second Quarter
    0.12
    0.03Third Quarter
    0.08
    0.022Fourth Quarter
    0.27
    0.032004First Quarter
    0.03
    0.01Second Quarter
    0.06
    0.02Third Quarter
    0.05
    0.02Fourth Quarter
    0.07
    0.01


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

At December 12, 2005 there were 16,600,000 shares of Common
Stock of the Registrant issued and outstanding. As of December 12, 2005 there
were 60 holders of record and the closing share price on that date was $0.44.

Dividend Policy

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

Securities authorized for issuance under equity compensation
plans

|                               |                            |                                      | Number of securities remaining     
|------------------------------ | -------------------------- | ------------------------------------ | -----------------------------------
|                               | Number of securities to be | Weighted-average exercise            | available for future issuance under
|                               | issued upon exercise of    | price of outstanding options,        | equity compensation plans          
|                               | outstanding options,       | warrants and rights                  | (excluding securities reflected in 
|Plan category                  | warrants and rights (a)    | (b)                                  | column (a)) (c)                    
|                               |                            |                                      |                                    
|Equity compensation plans      |                            |                                      |                                    
|approved by security holders   | 0                          | 0                                    | 0                                  
|                               |                            |                                      |                                    
|Equity compensation plans not  |                            |                                      |                                    
|approved by securities holders | 0                          | $                           
      0 | 3,000,000                          
|                               |                            |                                      |                                    
|Total                          | 0                          | $                            0       | 3,000,000                          

---

The Registrant, during the 2000 fiscal year, established a
non-qualified stock option plan (the Plan) for directors, officers, employees
and consultants who provide services to the Registrant. Under the terms of the
plan, 3,000,000 shares will be reserved for issuance under the plan. Any options
issued under the plan will expire on the earlier of 10 years from the
establishment of the Plan or the expiry date assigned to the individual option
grant. As of September 30, 2005, 232,500 options had previously been granted
under the Plan but all expired, unexercised during the 2005 fiscal year.

Section 15(g) of the Securities Exchange Act of 1934

Our company's shares are covered by Section 15(g) of the
Securities Exchange Act of 1934, as amended that imposes additional sales
practice requirements on broker/dealers who sell such securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses). For transactions covered by the Rule, the broker/dealer
must make a special suitability determination for the purchase and have received
the purchaser's written agreement to the transaction prior to the sale.
Consequently, the Rule may affect the ability of broker/dealers to sell our
securities and also may affect your ability to sell your shares in the secondary
market.

Section 15(g) also imposes additional sales practice
requirements on broker/dealers who sell penny securities. These rules require a
one-page summary of certain essential items. The items include the risk of
investing in penny stocks in both public offerings and secondary marketing;
terms important to in understanding of the function of the penny stock market,
such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer
compensation; the broker/dealer compensation, the broker/dealers duties to its
customers, including the disclosures required by any other penny stock
disclosure rules; the customers rights and remedies in causes of fraud in penny
stock transactions; and, the NASD's toll free telephone number and the central
number of the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated persons.

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

Plan of Operations

We no longer have any oil or gas properties as we withdrew from
our sole oil and gas property on May 2, 2003. We had intended to acquire
Touchpoint Metrics during the 2003 and 2004 fiscal years until April 21, 2004
when we informed The Innes Group, Inc. that we did not wish to proceed with the
acquisition of Touchpoint Metrics so that we could re-focus on acquiring
suitable oil and gas interests to explore for commercial hydrocarbons.

Our plan of operations is to acquire a business either through
purchase, merger, consolidation, or other means, so that the Company would cease
being a shell company. Initially, our management anticipates concentrating our
efforts on locating and acquiring a business, properties, or other assets, or
combination thereof, in the oil and gas industry, although our management may
cause us to attempt to acquire a business in another area. However, there can be
no assurance that we will be able to find a suitable business to acquire,
successfully negotiate the terms of any acquisition, or have the assets to
complete any transaction. Because we are a shell company with nominal assets and
no operations, it will be necessary for us to obtain financing (i) to pay our
ongoing operating and administrative expenses, including our audit and other
professional expenses associated with our reporting obligations under the
Securities Exchange Act of 1934, (ii) costs associated with locating and
acquiring another business, and (iii) funding the operations of any business in
which may be successful in acquiring an interest. There can be no assurance e
will be able to raise any funds for any purposes, including the prospective
acquisition of a new business. In the event we are unable to raise sufficient
funds, we will be unable to acquire any businesses and may be forced to halt all
operations.

We anticipate that our expenditures for the next twelve months
will be approximately $25,000. These anticipated expenditures relate to
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 have sufficient working capital required to fund our
plan of operations for the next twelve months. We currently do not have
sufficient capital to maintain our required overhead, have no revenues and
anticipate relying principally on the issuance of common stock to raise funds to
finance the expenditures that are expected to be incurred during the next twelve
months. We have relied principally on the issuance of common stock in private
placements to individuals known to officers and directors of the Registrant, to
raise funds to support its business.

---

There can be no assurance that the Registrant will be
successful in raising additional funds through the issuance of additional equity
nor that the parties that provided funds in the past will continue to do so.

The Registrant does not expect any significant purchases of
plant & equipment or employees, unless acquired in connection with the
acquisition of a business opportunity that may be identified.

Going Concern

Our financial statements have been prepared in accordance with
generally accepted accounting principles in the United States on a going concern
basis, which contemplates the realization of assets and the liquidation of
liabilities in the ordinary course of business. They do not include any
adjustments to the recoverability and classification of recorded assets amounts
and liabilities that might be necessary should we be unable to continue as a
going concern. We have incurred recurring operating losses and have an
accumulated deficit of $2,825,737 and Stockholders Equity of $10,138 at
September 30, 2005. These factors, among others, raise substantial doubt about
our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 our ability to
obtain adequate financing and continuing support from shareholders and creditors
to attain profitable operations.

Accounting Policies and Estimates

Management's discussion and analysis of our financial condition
and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires that we make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses and related
disclosure of contingent assets and liabilities. At each balance sheet date,
management evaluates its estimates, including, but not limited to, those related
to accounts receivable, inventories, and deferred revenue. We base our estimates
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions.

Results of Operations

We did not generate any revenues from operations during the
year ended September 30, 2005, or during the year ended September 30, 2004. Our
sole income during the year was $360 in interest income earned on surplus cash
balances, compared to $379 for the year ended September 30, 2004.

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

Our operating results are summarized as follows:

|                                            |   | Year Ended September 30, |   |   | Year Ended September 30, |  
|------------------------------------------- | - | ------------------------ | - | - | ------------------------ | -
|                                            |   | 2005                     |   |   | 2004                     |  
|Expenses                                    |   |                          |   |   |                          |  
|General and administrative                  | $ | 17,448                   |   | $ | 34,468                   |  
|Loss on sale of investments                 |   | 1,685                    |   |   | -                        |  
|Write-down of investments                   |   | -                        |   |   | -                        |  
|Write-off of loan receivable                |   | -                        |   |   | 30,000                   |  
|                                            |   |                          |   |   |                          |  
|                                            |   | (19,133                  | ) |   | (64,468                  | )
|Other Income                                |   |                          |   |   |                          |  
|Interest income                             |   | 360                      |   |   | 379                      |  
|                                            |   |                          |   |   |                          |  
|Net loss from continuing
      operations   |   | (18,773                  | ) |   | (64,089                  | )
|Net
      loss from discontinued operations |   | -                        |   |   | -                        |  
|                                            |   |                          |   |   |                          |  
|Net
      loss                              | $ | (18,773                  | ) | $ | (64,089                  | )

---

Our total general and administrative expenses for the twelve
months ended September 30, 2005 were $17,448 compared to $34,468 for the
comparable period last year. Salaries were $2,988 compared to $12,421 for the
twelve months ended September 30, 2004 and professional fees were $6,752, versus
$13,431 last year. The balance of our general and administrative costs for the
twelve months ended September 30, 2005 consisted of office expenses of $1,781,
filing fees of $3,156 and other miscellaneous expenses such as telephone,
database management, director fees, travel and related costs and amortization of
capital assets totaling $2,771.

In addition to the above, the Company sold 2,205 shares of
Trans-Orient Petroleum Ltd. at a market price of $1.50 for proceeds of $3,308
resulting in a gain over book value of $2,315. The Company also sold 100,000
shares of Gondwana Energy, Inc. at a price of $0.06 per share for proceeds of
$6,000 resulting in a loss over book value of $4,000.

As a result of these transactions noted above, we incurred a
net loss of $18,773 or $0.00 per share for the twelve months ended September 30,
2005, compared to a loss of $64,089 or $0.00 per share for the same period last
year.

Liquidity and Capital Resources

During the twelve months ended September 30, 2005 and September
30, 2004 there were no financing activities undertaken by the Company.

The Company did not have any investing activities during the
twelve months ended September 30, 2005 except the sales of investments of
Trans-Orient Petroleum Ltd and Gondwana Energy, Inc. described above.

At September 30, 2005 our current assets totaled $14,526
compared to $22,407 at the beginning of the fiscal year. Our current assets for
both periods consisted entirely of cash. Our current liabilities at September
30, 2005 were $5,622 (2004: $6,138). 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 propose to raise additional financing through the sale of
equity securities during the next fiscal year, although there can be no
assurance that such funding will be available. In the event that future equity
financing cannot be raised or negotiations for joint venture funding are not
successful, our activities may be curtailed and this may adversely affect our
ability to carry out any acquisitions of suitable oil and gas operations or any
other business opportunity.

We believe our existing cash balances are not sufficient to
carry out our normal operations for the next twelve months and additional cash
is required for administrative costs and the acquisition of suitable oil and gas
interests or any other business opportunity during this period. To the extent
that we require additional funds to support our operations or the expansion of
our business, we may sell additional equity or issue debt. Any sale of
additional equity securities will result in dilution to our stockholders. There
can be no assurance that additional financing, if required, will be available to
our company or on acceptable terms.

ITEM
7.           FINANCIAL
STATEMENTS.

TABLE OF CONTENTS

Independent
        Auditors Report  F-1Balance
        Sheets
      F-2Statements
        of Operations
      F-3Statements
        of Changes in Stockholders Equity
      F-4Statements
        of Cash Flows
      F-5


---

AMG OIL LTD.(A Development Stage Enterprise)



Financial Statements (Expressed in United States
Dollars)



For the Years Ended September 30, 2005 and 2004

---

TELFORD SADOVNICK, P.L.L.CCERTIFIED PUBLIC ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Stockholders of AMG Oil Ltd.
(A Development Stage Enterprise)

We have audited the accompanying balance sheets of AMG Oil Ltd.
(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
and cash flows for the period from inception on February 20, 1997 to September
30, 2005. 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 the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of AMG Oil Ltd.
(a development stage enterprise) as at September 30, 2005 and 2004 and the
results of its operations and its cash flows for each of the three years in the
period ended September 30, 2005 and for the period from inception on February
20, 1997 to September 30, 2005 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 a development stage enterprise and has
yet to establish any revenues from business operations. As a result, there is
substantial doubt about the Companys ability to continue as a going concern.
Managements plans in regard to these matters are also described in Note 1. The
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.

/S/ Telford Sadovnick, P.L.L.C. CERTIFIED PUBLIC
ACCOUNTANTS Bellingham, Washington December 12, 2005

F1

---

|AMG OIL LTD.                                     |   |            |   |   |            |  
|------------------------------------------------ | - | ---------- | - | - | ---------- | -
|(A Development Stage Enterprise)                 |   |            |   |   |            |  
|Balance Sheets                                   |   |            |   |   |            |  
|(Expressed in United States Dollars)             |   |            |   |   |            |  
|As at September
      30,                        |   | 2005       |   |   | 2004       |  
|                                                 |   |            |   |   |            |  
|Assets                                           |   |            |   |   |            |  
|Current                                          |   |            |   |   |            |  
|                                                 |   |            |   |   |            |  
|Cash                                             | $ | 14,526     |   | $ | 22,407     |  
|                                                 |   | 14,526     |   |   | 22,407     |  
|                                                 |   |            |   |   |            |  
|Investments                                      |   | -          |   |   | 10,993     |  
|Property and
      equipment                     |   | 1,234      |   |   | 1,649      |  
|                                                 |   |            |   |   |            |  
|Total
      Assets                               | $ | 15,760     |   | $ | 35,049     |  
|                                                 |   |            |   |   |            |  
|Current Liabilities                              |   |            |   |   |            |  
|                                                 |   |            |   |   |            |  
|Accounts payable and accrued liabilities         | $ | 5,622      |   | $ | 5,000      |  
|Due to related parties                           |   | -          |   |   | 1,138      |  
|                                                 |   |            |   |   |            |  
|Total Liabilities                                |   | 5,622      |   |   | 6,138      |  
|                                                 |   |            |   |   |            |  
|Commitments and Contingencies                    |   | -          |   |   | -          |  
|                                                 |   |            |   |   |            |  
|Stockholders Equity                             |   |            |   |   |            |  
|                                                 |   |            |   |   |            |  
|Common voting stock, $0.00001 par value          |   |            |   |   |            |  
|100,000,000 shares authorized                    |   |            |   |   |            |  
|Issued and outstanding at September
      30,    |   |            |   |   |            |  
|2005: 16,600,000 shares                          |   |            |   |   |            |  
|2004: 16,600,000 shares                          |   | 166        |   |   | 166        |  
|Additional paid-in capital                       |   | 2,835,709  |   |   | 2,835,709  |  
|Deficit accumulated during the development stage |   | (2,825,737 | ) |   | (2,806,964 | )
|                                                 |   |            |   |   |            |  
|Total Stockholders Equity                       |   | 10,138     |   |   | 28,911     |  
|                                                 |   |            |   |   |            |  
|Total Liabilities and Stockholders Equity       | $ | 15,760     |   | $ | 35,049     |  

See accompanying notes to the financial statementsF2

---

|AMG OIL LTD.                              
|------------------------------------------
|(A Development 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,   |  
|                                            |   | 2005          |   |   | 2004          |   |   | 2003          |   |   | 2005            |  
|                                            |   |               |   |   |               |   |   |               |   |   |                 |  
|Expenses                                    |   |               |   |   |               |   |   |               |   |   |                 |  
|General and administrative                  | $ | 17,448        |   | $ | 34,468        |   | $ | 73,493        |   | $ | 815,595         |  
|Loss on sale of investments                 |   | 1,685         |   |   | -             |   |   | -             |   |   | 17,820          |  
|Write-down of investments                   |   | -             |   |   | -             |   |   | -             |   |   | 234,780         |  
|Write-off of loan receivable                |   | -             |   |   | 30,000        |   |   | -             |   |   | 30,000          |  
|                                            |   |               |   |   |               |   |   |               |   |   |                 |  
|                                            |   | (19,133       | ) |   | (64,468       | ) |   | (73,493       | ) |   | (1,098,195      | )
|                                            |   |               |   |   |               |   |   |               |   |   |                 |  
|Other Income                                |   |               |   |   |               |   |   |               |   |   |                 |  
|Interest income                             |   | 360           |   |   | 379           |   |   | 1,291         |   |   | 59,868          |  
|                                            |   |               |   |   |               |   |   |               |   |   |                 |  
|Net loss from continuing operations         |   | (18,773       | ) |   | (64,089       | ) |   | (72,202       | ) |   | (1,038,327      | )
|                                            |   |               |   |   |               |   |   |               |   |   |                 |  
|Net
      loss from discontinued operations |   | -             |   |   | -             |   |   | (269,611      | ) |   | (1,787,410      | )
|                                            |   |               |   |   |               |   |   |               |   |   |                 |  
|Net
      loss                              | $ | (18,773       | ) | $ | (64,089       | ) | $ | (341,813      | ) | $ | (2,825,737      | )
|                                            |   |               |   |   |               |   |   |               |   |   |                 |  
|Basic and diluted loss per common           |   |               |   |   |               |   |   |               |   |   |                 |  
|share:                                      |   |               |   |   |               |   |   |               |   |   |                 |  
|From
      continuing operations            | $ | (0.00         | ) | $ | (0.00         | ) | $ | (0.00         | ) | $ | (0.06           | )
|Discontinued operations                     |   | (0.00         | ) |   | (0.00         | ) |   | (0.02         | ) |   | (0.11           | )
|                                            | $ | (0.00         | ) | $ | (0.00         | ) | $ | (0.02         | ) | $ | (0.17           | )
|                                            |   |               |   |   |               |   |   |               |   |   |                 |  
|Weighted average number of                  |   |               |   |   |               |   |   |               |   |   |                 |  
|common shares outstanding                   |   | 16,600,000    |   |   | 16,600,000    |   |   | 17,841,096    |   |   |                 |  

See accompanying notes to the financial statementsF3

---

|AMG OIL LTD.                                                   
|---------------------------------------------------------------
|(A Development Stage Enterprise)                               
|Statements of Changes in Stockholders Equity                  
|(Expressed in
      United States Dollars)                     
|                                                               
|From Inception on
      February 20, 1997 to September 30, 2005

DeficitAccumulatedAdditional
    
    
    during the
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityBalance at February 20, 1997
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -April 2 ,1997
    2,000,000
    
    
    20
    
    
    100,980
    
    
    -
    
    
    101,000August 11
      ,1997
    3,000,000
    
    
    30
    
    
    29,970
    
    
    -
    
    
    30,000September 29, 1997
    4,000,000
    
    
    40
    
    
    199,960
    
    
    -
    
    
    200,000Net loss for the period
    -
    
    
    -
    
    
    -
    
    
    (21,888
    )
    
    (21,888
    )Balance at September 30, 1997
    9,000,000
    
    
    90
    
    
    330,910
    
    
    (21,888
    )
    
    309,112December
      31, 1997
    2,000,000
    
    
    20
    
    
    99,980
    
    
    -
    
    
    100,000July 2, 1998
    1,500,000
    
    
    15
    
    
    374,985
    
    
    -
    
    
    375,000August 14,
      1998
    500,000
    
    
    5
    
    
    124,995
    
    
    -
    
    
    125,000Net loss for the year
    -
    
    
    -
    
    
    -
    
    
    (144,368
    )
    
    (144,368
    )Balance at September 30, 1998
    13,000,000
    
    
    130
    
    
    930,870
    
    
    (166,256
    )
    
    764,744March 17, 1999
    1,200,000
    
    
    12
    
    
    599,988
    
    
    -
    
    
    600,000Net loss for the year
    -
    
    
    -
    
    
    -
    
    
    (97,165
    )
    
    (97,165
    )Balance at September 30, 1999
    14,200,000
    
    
    142
    
    
    1,530,858
    
    
    (263,421
    )
    
    1,267,579April 10,
      2000
    5,000,000
    
    
    50
    
    
    249,950
    
    
    -
    
    
    250,000August 25, 2000
    400,000
    
    
    4
    
    
    899,996
    
    
    -
    
    
    900,000Net
      compensation expensefrom stock options
    -
    
    
    -
    
    
    42,255
    
    
    -
    
    
    42,255Net 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
    )
    
    1,353,364Net
      compensation expensefrom stock options
    -
    
    
    -
    
    
    94,315
    
    
    -
    
    
    94,315Net loss for the year
    -
    
    
    -
    
    
    -
    
    
    (893,774
    )
    
    (893,774
    )Balance at September 30, 2001
    19,600,000
    
    
    196
    
    
    2,817,374
    
    
    (2,263,665
    )
    
    553,905Net
      compensation expensefrom stock options
    -
    
    
    -
    
    
    38,697
    
    
    -
    
    
    38,697Net loss for the year
    -
    
    
    -
    
    
    -
    
    
    (137,397
    )
    
    (137,397
    )Balance at September 30, 2002
    19,600,000
    
    
    196
    
    
    2,856,071
    
    
    (2,401,062
    )
    
    455,205Re-purchase of sharesfor cash
    (3,000,000
    )
    
    (30
    )
    
    (29,970
    )
    
    -
    
    
    (30,000
    )Net
      compensation expense
    (2,263,665
    )from stock options
    -
    
    
    -
    
    
    9,608
    
    
    -
    
    
    9,608Net loss for the year
    -
    
    
    -
    
    
    -
    
    
    (341,813
    )
    
    (341,813
    )Balance at September 30, 2003
    16,600,000
    
    
    166
    
    
    2,835,709
    
    
    (2,742,875
    )
    
    93,000Net loss for the year
    -
    
    
    -
    
    
    -
    
    
    (64,089
    )
    
    (64,089
    )Balance at September 30, 2004
    16,600,000
    
    
    166
    
    
    2,835,709
    
    
    (2,806,964
    )
    
    28,911Net 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


See accompanying notes to the financial statementsF4

---

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

Cumulativefrom InceptionYear Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    on February 20,September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    1997 to2005
    
    
    2004
    
    
    2003
    
    
    September 30, 2005Cash Provided By (used in):Operating ActivitiesNet loss from continuing
      operations
    $
    (18,773
    )
    $
    (64,089
    )
    $
    (72,202
    )
    $
    (1,038,327
    )Adjustments to reconcile net loss tocash used in operating
      activities:Depreciation
    
    415
    
    
    565
    
    
    772
    
    
    4,655Net compensation
      expense from stockoptions
    
    -
    
    
    -
    
    
    9,608
    
    
    184,875Loss on sale of
      investments
    
    1,685
    
    
    -
    
    
    -
    
    
    17,820Write-down of investments
    
    -
    
    
    -
    
    
    -
    
    
    234,780Write-off of loan
      receivable
    
    -
    
    
    30,000
    
    
    -
    
    
    30,000Changes in non-cash working capital:Accounts receivable
    
    -
    
    
    -
    
    
    163
    
    
    -Accounts payable and accrued
      liabilities
    
    622
    
    
    (1,000
    )
    
    873
    
    
    5,622Due to related parties
    
    (1,138
    )
    
    191
    
    
    (35,705
    )
    
    (22,234
    )Net cash (used in) continuing operations
    
    (17,189
    )
    
    (34,333
    )
    
    (96,491
    )
    
    (582,809
    )Net cash provided by discontinued operations
    
    -
    
    
    -
    
    
    38,918
    
    
    60,405Net
      cash (used in) operating activities
    
    (17,189
    )
    
    (34,333
    )
    
    (57,573
    )
    
    (522,404
    )Financing ActivitiesCommon shares issued for cash
    
    -
    
    
    -
    
    
    -
    
    
    2,681,000Common shares re-purchased with cash
    
    -
    
    
    -
    
    
    (30,000
    )
    
    (30,000
    )Net
      cash (used in) provided by financing activities
    
    -
    
    
    -
    
    
    (30,000
    )
    
    2,651,000Investing ActivitiesLoan receivable
    
    -
    
    
    -
    
    
    (30,000
    )
    
    (30,000
    )Purchase of investments
    
    -
    
    
    -
    
    
    -
    
    
    (324,856
    )Proceeds from sale of investments
    
    9,308
    
    
    -
    
    
    -
    
    
    82,256Oil and gas exploration
      expenditures
    
    -
    
    
    -
    
    
    -
    
    
    (1,835,581
    )Purchase of property and equipment
    
    -
    
    
    -
    
    
    -
    
    
    (5,889
    )Net cash provided by (used in) investing activities
    
    9,308
    
    
    -
    
    
    (30,000
    )
    
    (2,114,070
    )Net increase (decrease) in cashduring the
      year
    
    (7,881
    )
    
    (34,333
    )
    
    (117,573
    )
    
    14,526Cash position - Beginning of year
    
    22,407
    
    
    56,740
    
    
    174,313
    
    
    -Cash position - End of year
    $
    14,526
    
    $
    22,407
    
    $
    56,740
    
    $
    14,526Supplemental disclosure of net cash fordiscontinued
      operations:Net loss from discontinued operations
    $
    -
    
    $
    -
    
    $
    (269,611
    )
    $
    (1,787,410
    )Gain on forgiveness of debt
    
    -
    
    
    -
    
    
    22,234
    
    
    22,234Write-off of oil and gas interest
    
    -
    
    
    -
    
    
    286,331
    
    
    1,832,520Gain on sale of oil and gas
      interest
    
    -
    
    
    -
    
    
    -
    
    
    (6,939
    )Foreign exchange
    
    -
    
    
    -
    
    
    (36
    )
    
    -Net cash provided by discontinued operations
    
    -
    
    
    -
    
    
    38,918
    
    
    60,405Supplemental disclosure of non-cashinvesting activities:Purchase of investments
    $
    -
    
    $
    -
    
    $
    -
    
    $
    (10,000
    )


See accompanying notes to the financial statements F5

---

|AMG OIL LTD.                                               
|-----------------------------------------------------------
|(A Development Stage Enterprise)                           
|Notes to the Financial Statements                          
|(Expressed in
      United States Dollars)                 
|                                                           
|For the Years
      Ended September 30, 2005, 2004 and 2003

NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

The Companys business focus is the acquisition of suitable oil
and gas properties to explore for oil and gas. The operations of the Companys
subsidiary for the exploration of New Zealand oil and gas properties was
discontinued during the 2003 fiscal year based on managements decision that the
subsidiary had limited prospects, at that time, for developing profitable
operations. The Companys business focus is the acquisition of suitable oil and
gas properties to explore.

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 incurred recurring operating losses and has
an accumulated deficit of $2,825,737 and Stockholders Equity of $10,138 at
September 30, 2005. 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
shareholders and creditors to attain profitable operations.

The Company is a development stage enterprise and is required
to identify that these financial statements are those of a development stage
enterprise in accordance with paragraph 12 of Statement of Financial Accounting
Standards No. 7 and is focusing on acquiring suitable international oil and gas
properties.

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 requires management to make estimates and assumptions that
      affect the reported amounts of assets and liabilities and disclosures of
      contingent assets and liabilities at the date of the financial statements
      and the reported amounts of revenues and expenses during the fiscal
      period. Actual results may differ from those estimates.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|b) | Financial Instruments and Financial Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Cash and accounts payable and accrued liabilities are
      carried at cost, which approximates fair value due to the short-term
      nature of these instruments. Investments are carried at fair value.                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|c) | Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Cash is comprised of cash deposited in a high-quality
      financial institution, and to date has not experienced losses on any of
      its balances.                                                                                                                                                                                                                                                                                                                                                                        

---

|d) | Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Investments are classified as available-for-sale
      securities and reported at fair value, with any unrealized losses from
      temporary declines or unrealized gains reported as a component of
      Cumulative Comprehensive Adjustment in stockholders equity. Any
      other-than-temporary impairment requires the cost basis of the individual
      security to be written down to the fair value with the amount of the
      write-down accounted for as a realized loss and included in earnings.                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Refer to Note 3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|e) | Property and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Property and equipment are recorded at cost and amortized
      over their useful lives as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Furniture and Office
      Equipment               
      20% to 30% Declining Balance Method Leasehold
      Improvements                          
      20% Declining Balance Method                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Refer to Note 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|f) | Basic and diluted net loss per common share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Basic net loss per common share is calculated by dividing
      the net loss by the weighted average number of common shares outstanding
      during the year. Diluted net loss per common share is calculated by
      dividing the net loss by the sum of the weighted average number of common
      shares outstanding and the dilutive common equivalent shares outstanding
      during the year. Common equivalent shares consist of the shares issuable
      upon exercise of stock options and warrants calculated using the treasury
      stock method. Common equivalent shares are not included in the calculation
      of the weighted average number of shares outstanding for diluted net loss
      per common share when the effect would be anti-dilutive.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Statement of Financial Accounting Standards No. 128:
      Earnings per Share (SFAS 128) replaces the presentation of primary
      earnings per share (EPS) with a presentation of both basic and diluted
      EPS for all entities with complex capital structures including a
      reconciliation of each numerator and denominator. Basic EPS excludes
      dilutive securities and is computed by dividing income available to common
      stockholders by the weighted-average number of common shares outstanding
      for the year.                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Diluted EPS reflects the potential dilution that could
      occur if dilutive securities were converted into common stock and is
      computed similarly to fully-diluted EPS pursuant to previous accounting
      pronouncements. SFAS 128 applies equally to loss per share presentations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|g) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company accounts for income taxes under an asset and
      liability approach that requires the recognition of deferred tax assets
      and liabilities for the expected future tax consequences of events that
      have been recognized in the Companys financial statements or tax returns.
      In estimating future tax consequences, all expected future events other
      than enactment of changes in the tax laws or rates are considered.                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|h) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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. The Companys functional currency is the U.S
      Dollar.                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|i) | Accounting Pronouncements Recently Issued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The following accounting pronouncements have been
      announced since the filing of the Companys FORM 10- KSB, filed on
      December 27, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---

In June 2004, the Financial Accounting
Standards Board (FASB) issued an exposure draft of a proposed
statement, Fair Value Measurements to provide guidance on how to measure the
fair value of financial and non-financial assets and liabilities when required
by other authoritative accounting pronouncements. The proposed statement
attempts to address concerns about the ability to develop reliable estimates of
fair value and inconsistencies in fair value guidance provided by current U.S.
GAAP, by creating a framework that clarifies the fair value objective and its
application in GAAP. In addition, the proposal expands disclosures required
about the use of fair value to re-measure assets and liabilities. The standard
would be effective for financial statements issued for fiscal years beginning
after June 15, 2005.

In December 2004, the FASB issued a
revision to SFAS No. 123, Accounting for Stock Based Compensation which
supersedes APB No. 25, Accounting for Stock Issued to Employees. This
statement requires measurement of the cost of employee services received in
exchange for an award of equity instruments based on the fair value of the award
on the date of the grant and recognition of the cost in the results of
operations over the period during which an employee is required to provide
service in exchange for the award. No compensation cost is recognized for equity
instruments for which employees do not render the requisite service. The Company
applies APB Opinion No. 25, as interpreted by FASB Interpretation No. 44, in
accounting for awards issued from our stock option plan and does not recognize
compensation costs in its U.S. GAAP financial statements for stock options
issued to its employees and directors. This statement is effective for the first
fiscal year that begins after June 15, 2005 and may be implemented on a modified
prospective or retrospective basis. Under the modified prospective basis the
Company would recognize stock based compensation in its U.S. GAAP results of
operations for the unvested portion of awards outstanding as of January 1, 2006
and for all awards granted after January 1, 2006.

In March 2005, the FASB issued
Interpretation No. 47 (FIN 47) Accounting for Conditional Asset
Retirement Obligations  an interpretation of FASB Statement No. 143. A
conditional asset retirement obligation refers to a legal obligation to perform
an asset retirement activity in which the timing and (or) method of settlement
are conditional on a future event that may or may not be within the control of
the entity. The obligation to perform the asset retirement activity is
unconditional even though uncertainty exists about the timing and (or) method of
settlement. Thus, the timing and (or) method of settlement may be conditional on
a future event. FIN 47 requires an entity to recognize a liability for the fair
value of a conditional asset retirement obligation if the fair value of the
liability can be reasonably estimated. FIN 47 is effective no later than the end
of fiscal years ending after December 15, 2005 (December 31, 2005, for
calendar-year enterprises). Retrospective application for interim financial
information is permitted but is not required. The Company does not have any
conditional asset retirement obligations.

The following standards issued by the
FASB do not impact the Company at this time:

SFAS No. 151, Inventory Costsan
amendment of ARB No. 43, Chapter 4 effective for inventory costs incurred
during fiscal years beginning after June 15, 2005.

SFAS No. 153, Exchanges of Nonmonetary
Assetsan amendment of APB Opinion No. 29 effective for nonmonetary asset
exchanges occurring in fiscal years beginning after June 15, 2005.

NOTE 3  INVESTMENTS

In April of 2005, the Company sold its investment consisting of
2,205 common shares of Trans-Orient Petroleum Ltd., at a market price of $1.50,
for proceeds of $3,308.

In May of 2005, the Company sold its investment consisting of
100,000 common shares (600,000 common shares prior to a reverse split of 1 new
common share for every 6 old common shares) of Gondwana Energy Inc. for proceeds
of $6,000.

Refer to note 5

---

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment are comprised as follows:

|                                     |   | September 30, |   |   | September 30, |  
|------------------------------------ | - | ------------- | - | - | ------------- | -
|                                     |   | 2005          |   |   | 2004          |  
|Furniture and office
      equipment | $ | 4,832         |   | $ | 4,832         |  
|Leasehold improvements               |   | 1,057         |   |   | 1,057         |  
|                                     |   |               |   |   |               |  
|                                     |   | 5,889         |   |   | 5,889         |  
|Accumulated depreciation             |   | (4,655        | ) |   | (4,240        | )
|                                     |   |               |   |   |               |  
|                                     | $ | 1,234         |   | $ | 1,649         |  

NOTE 5 - RELATED PARTY TRANSACTIONS

Certain transactions of the Company involve a publicly traded
company that has a director and/or principal shareholder in common with the
Company. This company is Trans-Orient Petroleum Ltd. (Trans-Orient).
Transactions with related parties have occurred in the normal course of
operations and are measured at the exchange amount, which is the amount of
consideration established and agreed to by the related parties.

|a) | Investments                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Investments consisted of common shares of Trans-Orient
      and Gondwana Energy, Inc.                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Refer to Note 3                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                       
|b) | Due to Related Parties                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                       
|   | During the 2005 fiscal year, the Company incurred $5,652
      (September 30, 2004: $15,899) of mainly general and administrative costs
      through DLJ Management Corp., (DLJ), a wholly owned subsidiary of
      Trans-Orient. This amount represents costs incurred by DLJ on behalf of
      the Company. At September 30, 2005 the Company owes DLJ $Nil (September
      30, 2004: $1,138).

NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company is not aware of any events of noncompliance in its
operations with any environmental laws or regulations nor of any potentially
material contingencies related to environmental issues. However, the Company
cannot predict whether any new or amended environmental laws or regulations
introduced in the future will have a material adverse effect on the future
business of the Company. The Company has no significant commitments or
contractual obligations with any parties respecting executive compensation,
consulting arrangements or other matters, except as disclosed. Rental of
premises is on a month-to-month basis.

NOTE 7 - COMMON STOCK

|a) | Authorized and Issued Share Capital                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                
|   | The authorized share capital of the Company is
      100,000,000 shares of common voting stock with a par value of $0.00001 per
      share. At September 30, 2005, there were 16,600,000 shares (September 30,
      2004: 16,600,000) issued and outstanding.

---

|b) | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company applied Accounting Principles Board Opinion
      No. 25: Accounting for Stock Issued to Employees (APB 25) to account for
      all compensatory stock options granted. Further, Statement of Financial
      Accounting Standards No. 123: Accounting for Stock-Based Compensation
      ("SFAS 123") requires additional disclosure to reflect the results of the
      Company had it elected to follow SFAS 123.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the fiscal year ended September 30, 2005, all of
      the Companys 232,500 stock options expired as they were not exercised
      (September 30,2004: 232,500, 2003: 232,500).                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|c) | Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The following is a summary of the Companys net loss and
      basic and diluted loss per share as reported and pro forma as if the fair
      value based method of accounting defined in SFAS 123 had been applied for
      the fiscal years ending September 30, 2005, 2004 and 2003:                                                                                                                                          

|                           |   | 2005     |   |   | 2004    |   |   | 2003     |  
|-------------------------- | - | -------- | - | - | ------- | - | - | -------- | -
|                           |   | As       |   |   | Pro     |   |   | As       |  
|                           |   | Reported |   |   | Forma   |   |   | Reported |  
|                           |   |          |   |   |         |   |   |          |  
|Net loss from continuing   |   |          |   |   |         |   |   |          |  
|operations                 | $ | (18,773  | ) | $ | (18,773 | ) | $ | (64,089  | )
|                           |   |          |   |   |         |   |   |          |  
|Net loss from discontinued |   |          |   |   |         |   |   |          |  
|operations                 |   | -        |   |   | -       |   |   | -        |  
|                           |   |          |   |   |         |   |   |          |  
|Net loss                   | $ | (18,773  | ) | $ | (18,773 | ) | $ | (64,089  | )
|                           |   |          |   |   |         |   |   |          |  
|Basic and diluted loss     |   |          |   |   |         |   |   |          |  
|per share:                 |   |          |   |   |         |   |   |          |  
|Continuing operations      | $ | (0.00    | ) | $ | (0.00   | ) | $ | (0.00    | )
|Discontinued operations    |   | (0.00    | ) |   | (0.00   | ) |   | (0.00    | )
|                           | $ | (0.00    | ) | $ | (0.00   | ) | $ | (0.00    | )

|d) | Share Purchase Warrants
      During the fiscal year ended September 30, 2005, all of the Companys
        5,000,000 share purchase warrants expired as they were not exercised.
        There are no share purchase warrants outstanding at September 30, 2005.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 8 - INCOME TAXES

Statement of Financial Accounting Standards No. 109: Accounting
for Income Taxes (SFAS 109) requires that deferred income taxes reflect the
tax consequences on future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts. The adoption of SFAS 109
had no material effect on the Companys financial statements.

---

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

|                                       |   | September 30, |   |   | September 30, |   |   | September 30, |  
|-------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | -
|                                       |   | 2005          |   |   | 2004          |   |   | 2003          |  
|                                       |   |               |   |   |               |   |   |               |  
|Net operating loss
      carryforwards | $ | (939,709      | ) | $ | (920,936      | ) | $ | (856,847      | )
|Deferred tax asset                     | $ | 319,689       |   | $ | 313,118       |   | $ | 291,328       |  
|Valuation allowance                    |   | (319,689      | ) |   | (313,118      | ) |   | (291,328      | )
|                                       |   |               |   |   |               |   |   |               |  
|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.

NOTE 9 - COMPARATIVE FIGURES

Certain comparative figures have been re-classified to conform
to the presentation of the current year.

NOTE 10  SUBSEQUENT EVENT

On November 30, 2005, Trans-Orient Petroleum Ltd. and another
shareholder sold control of the Company with the sale of 8,600,000 shares of the
Company, representing approximately 52%, of the Companys outstanding
shares.

---

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

There have been no changes or disagreements with accountants
during the last two years.

ITEM 8A.        CONTROLS
AND PROCEDURES

The Registrant maintains disclosure controls and procedures
that are designed to ensure that information required to be disclosed in its
Securities Exchange Act of 1934 reports are recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to the Registrant's management, including its chief executive
officer and chief financial officer, as appropriate, to allow timely decisions
regarding required disclosure. The Registrant's management carried out an
evaluation, with an effective date of September 30,2004, under the supervision
and with the participation of its management, including its chief executive
officer and chief financial officer, of the effectiveness of the design and
operation of the Registrant's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15. Based upon the foregoing, the Registrant's chief
executive officer and chief financial officer concluded that the Registrant's
disclosure controls and procedures are effective to ensure that the information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified by the rules and forms of the Securities and Exchange
Commission (the SEC).

There were no changes in the Registrant's internal controls
over financial reporting that have occurred in the last fiscal quarter of the
Registrants fiscal year ended September 30, 2005 which materially affected, or
are reasonably likely to materially affect, the Registrants internal control
over financial reporting.

ITEM 8B.        OTHER
INFORMATION

Not applicable.

PART III

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

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

| | Name          | Age | Position Held                                                                                     
| | ------------- | --- | --------------------------------------------------------------------------------------------------
| | Michael Hart  | 54  | President, Principal
      Executive Officer, Secretary, Treasurer and Principal Financial Officer
|
| | Douglas Lynes | 46  | Director                                                                                          
| | Dan Brown     | 33  | Director                                                                                          

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

---

Mr. Michael Hart has been a director of the Corporation since
December 13, 1999. From April 1999 until present Mr. Hart has held the position
of President of Hart-Byrne Enterprises Ltd. Hart-Byrne Enterprises Ltd. is a
private company formed by Mr. Hart and other investors, which is developing
specialized products for the music industry. Mr. Hart is also President of On
The Wing Productions Inc., a private company, which is also developing products
for the music industry. Mr. Hart currently is also a director of Trans-Orient
Petroleum Ltd., the Companys former controlling shareholder until November 29,
2005.

Mr. Douglas Lynes has been a director of the Corporation since
April 26, 2005. Mr. Lynes obtained a Bachelor of Commerce degree from The
University of British Columbia, Vancouver, B.C., in 1985 and has been a member
of the Institute of Charted Accountants in British Columbia since 1988. Mr.
Lynes has worked as a Chartered Accountant in public practice for the last 18
years. Mr. Lynes became a director of Trans-Orient Petroleum Ltd., on December
6, 2005.

Mr. Dan Brown became a director of the Corporation on April 14,
2005 when he replaced Mr. Arthur Evans, who passed away on March 31, 2005. Mr.
Brown has worked for DLJ Management Corp. for five years, providing
administrative and accounting support services to public and private
corporations.

Each of the three directors has committed in writing to Mr.
Robert Pollock, the control person of the Corporation, that such director will
resign from his position with the Corporation upon the request of Mr. Pollock.
It is expected that Mr. Pollock will seek to replace the Board members with his
own nominees.

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

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

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

Section 16(a) of the Securities and Exchange Act of 1934
requires officers, directors and persons who own more than ten percent of a
registered class of a companys equity securities to file initial reports of
beneficial ownership and to report changes in ownership of those securities with
the Securities and Exchange Commission. They are also required to furnish the
Company with copies of all Section 16(a) forms they file. To the Companys
knowledge, based solely on review of the copies of Forms 3, 4 and 5 furnished to
the Company we have determined the following:

Based solely on our review of these reports or written
representations from certain reporting persons, the Registrant believes that
during the fiscal year ended September 30, 2005 and during the current fiscal
year, all filing requirements applicable to our officers, directors,
greater-than-ten-percent beneficial owners and other persons subject to Section
16(a) of the Exchange Act were met.

Audit Committee and Charter

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

---

Audit Committee Financial Expert

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

Code of Ethics

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

Disclosure Committee and Charter

We have a disclosure committee and 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, and the accuracy, completeness and timeliness of our
financial reports. A copy of our disclosure committee charter was filed as an
exhibit to the Companys Form 10K-SB filed for the Companys 2003 fiscal year
and is incorporated into this document by reference.

ITEM 10. EXECUTIVE COMPENSATION

Directors and Officers of the Registrant have received the
following compensation for the fiscal years ending September 30, 2005, 2004 and
2003:

(a) 
              Name and
      Principal Position
      (b)
        
             
        Year
      Annual
        Compensation
      Long-Term
        CompensationAwards
      Payouts(c)
        
              Salary
      ($)
      (d)
        
              Bonus
      ($)
      (e)
        
        Other Annual Compen- sation
      ($)
      (f)
        
          Restricted Stock Award(s)
      ($)
      (g)
        
        Securities Under Options/ SARs
      (#)
      (h)
        
            LTIP Payouts
      ($)
      (i)
        
        All Other Compen- sation ($)Michael Hart Director CEO, President &
      Secretary   Arthur Evans (1) Director
            Douglas Lynes (2) Director
      2005 2004 2003  
        2005 2004 2003     2005
      2004 2003
      - - -     -
      - -     - - -
      - - -     -
      - -     - - -
      - - 477    
      - - -     - - -
      - - -     -
      - -     - - -
      - - -     -
      - -     - - -
      - - -     -
      - -     - - -
      - - -     -
      - -     - - -


---

Dan Brown (1) Director
      2005  2004 
        2003
      -
        -
        -
      -
        -
        -
      -
        -
        -
      -
        -
        -
      -
        -
        -
      -
        -
        -
      -
        -
        -


| | (1) | Mr. Arthur Evans passed away on March 31, 2005 and was
      replaced on the board of the Corporation by Mr. Dan Brown on April 14,
      2005.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Mr. Douglas Lynes was appointed to the board of the
      Corporation on April 26, 2005.                                                       

Option/SAR Grants

There were no option/SAR Grants during the 2005, 2004 or 2003
fiscal years.

The Registrant established a non-qualified stock option plan,
during the 2000 fiscal year, (the Plan) for directors, officers, employees and
consultants who provide services to the Registrant. 3,000,000 shares of Common
Stock are reserved for issuance under the Plan. Any options issued under the
Plan will expire on the earlier of 10 years from the establishment of the Plan
or the expiry date assigned to the individual option grant.

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

No stock options were exercised by any named executive officer
during the 2005, 2004 or 2003 fiscal years and there are no stock options
outstanding at September 30, 2005 or at the date of this report .

Compensation of Our Officers

For the fiscal year ending September 30, 2005, we did not pay
Mr. Michael Hart, our president, chief executive officer, corporate secretary
and treasurer any compensation, bonus or options.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance to occur over a
period longer than one fiscal year, whether such performance is measured by
reference to our financial performance, our stock price, or any other measure
other than our 2000 Incentive/or Nonqualified Stock Option Plan.

Compensation of Directors

We do not have any plans to pay our directors any money. We do
not intend to grant our directors any additional options, than those already
granted in 2000, for serving on our board of directors.

Indemnification

Pursuant to the articles of incorporation and bylaws of the
corporation, we may indemnify an officer or director who is made a party to any
proceeding, including a lawsuit, because of his position, if he acted in good
faith and in a manner he reasonably believed to be in our best interest. In
certain cases, we may advance expenses incurred in defending any such
proceeding. To the extent that the officer or director is successful on the
merits in any such proceeding as to which such person is to be indemnified, we
must indemnify him against all expenses incurred, including attorney's fees.
With respect to a derivative action, indemnity may be made only for expenses
actually and reasonably incurred in defending the proceeding,

---

and if the officer or director is judged liable, only by a
court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the state of Nevada.

Regarding indemnification for liabilities arising under the
Securities Act of 1933 which may be permitted to directors or officers pursuant
to the foregoing provisions, we are informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy, as expressed in the Act and is, therefore unenforceable.

ITEM
11.           SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

As of December 22, 2005, the Registrant had an authorized share
capital of 100,000,000 shares of Common Stock with a par value of $0.00001 per
share, of which 16,600,000 shares were issued and outstanding.

The following table sets forth, as of December 22, 2005, the
beneficial shareholdings of persons or entities holding five per cent (5%) or
more of the Registrants common stock, each director individually, and each
named executive officer and all directors and officers of the Registrant as a
group. Each person has sole voting and investment power with respect to the
shares of Common Stock shown, and all ownership is of record and beneficial.

Name and Address of Beneficial Owner
      Amount and Nature of Beneficial Ownership
      Position
      Percent of ClassRobert
      Pollock 94 Garfield Avenue Toronto, Ontario M4T 1G1
    8,600,000 shares
    Shareholder
    51.8%Trans-Orient Petroleum Ltd. 1407-1050 Burrard Street,
      Vancouver, British Columbia V6Z 2S3
    894,500 shares
    Shareholder
    5.39%Michael
      Hart 3331 Beach Avenue. Roberts Creek, British Columbia V0N
      2W2
    -
    Director, CEO, President & Secretary
    -Dan
      Brown 4615 232ndStreet Langley, British Columbia
      V2Z 2S1
    -
    Director
    -Douglas
      Lynes 4612 54A Street
    -
    Director
    -


---

Name and Address
        of Beneficial Owner
      Amount and Nature
        of Beneficial Ownership
      Position
      Percent of ClassDelta,
      British Columbia V4K 2Z8


Changes in Control of the Registrant

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

As at December 22, 2005, Robert Pollock owns 8,600,000, or
approximately 51.8%, of the issued and outstanding shares of Common Stock and
thereby effectively controls the Registrant. Robert Pollock is a Toronto,
Ontario businessman.

**ITEM
12.****CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**

Except as described below, none of the following persons has
any direct or indirect material interest in any transaction to which we were or
are a party during the past two years, or in any proposed transaction to which
the Registrant proposes to be a party:

|(A) | any director or officer;                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                       
|(B) | any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our common
      stock; or                                              
|    |                                                                                                                                                                                                       
|(C) | any relative or spouse of any of the foregoing persons,
      or any relative of such spouse, who has the same house as such person or
      who is a director or officer of any parent or subsidiary.

DLJ Management

During the 2005 fiscal year the Registrant incurred $5,652
(2004 fiscal year: $15,889) of mainly general and administrative costs through
DLJ Management Corp., (DLJ), a wholly owned subsidiary of Trans-Orient, our
former principal shareholder. This amount represents costs incurred by DLJ on
behalf of the Company for administrative and accounting services. Payments made
to DLJ were on a cost basis with no mark-up, based on time spent by the
employees of DLJ providing accounting and administrative services for the
Registrant. The Registrant believes that it would have had to pay more for these
services if it had sought such services from unaffiliated third-parties.

Trans-Orient Petroleum Ltd.

During the 2005 fiscal year the Company sold its investment
consisting of 2,205 shares of Trans-Orient Petroleum Ltd., our former principal
shareholder, at a market price of $1.50, for proceeds of $3,308.

ITEM
13.           
EXHIBITS

Exhibit Number
    Description of Exhibit3.1
    Articles of Incorporation, as filed February 20, 1997 (1)3.2
    Bylaws
      (1)3.3
    Articles of Amendment to the Articles of Incorporation, as
      filed on July 27, 1998 (1)14.1
    Code
      of Ethics (2)


---

31.1
      Certification of Principal
          Executive Officer and Principal Financial Officer pursuant to Rule 13a-14
          and Rule 15d-14(a), promulgated under the Securities and Exchange Act
          of 1934, as amended. (3)32.1
      Certification pursuant to
          18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002 (Chief Executive Officer and Chief Financial Officer) (3)99.1
      Audit Committee Charter (2)99.2
      Disclosure Committee Charter (2)


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

ITEM
14.            PRINCIPAL
ACCOUNTING FEES AND SERVICES

(1) Audit Fees

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

2005- $6,000 2004- $10,015

(2) Audit-Related Fees

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

2005- $Nil 2004- $Nil

(3) Tax Fees

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

2005- $Nil 2004 - $Nil

(4) All Other Fees

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

---

2005- $Nil 2004- $Nil

(5) Our audit committee's pre-approval policies and
procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X
require that the audit committee pre-approve all accounting related activities
prior to the performance of any services by any accountant or auditor.

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

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, on
this 23rd day of December 2005.

| | **AMG Oil Ltd.**
| | ----------------
| | (Registrant)    
| |                 
| | BY:             
| |                 
| |                 
| |                 

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the dates indicated.

|Signatures       | Title                                   | Date             
|---------------- | --------------------------------------- | -----------------
|                 |                                         |                  
|/s/ Michael Hart | President, Principal Executive Officer, | December 23, 2005
|Michael Hart     | Secretary, Treasurer, Principal         |                  
|                 | Financial Officer and member of the     |                  
|                 | Board of Directors                      |                  
|                 |                                         |                  
|/s/ Dan Brown    | Member of the Board of Directors        | December 23, 2005
|Dan Brown        |                                         |                  

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