SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC 20549

                               FORM 10-QSB

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

              For the quarterly period ended December 31, 2001

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

                                000-30087
                          Commission file number

                               AMG OIL LTD.
    (Exact name of Small Business Issuer as Specified in its Charter)

         State of Nevada                                    NA
  (State or other jurisdiction                        (I.R.S. Employer
of Incorporation or Organization)                  or Identification Number)


                        Suite 1400, 700 - 4th Avenue,
                            Calgary, AB, T2P-3J4
                 (Address of Principal Executive Offices)
                               (403) 531-9718
              (Issuer's Telephone Number, including Area Code)

 Check whether 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 file such reports), and (2) has been
            subject to such filing requirements for the past 90 days.

                             Yes [X]         No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

  Check whether the registrant filed all documents and reports required to be
 filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
                  securities under a plan confirmed by court.

                             Yes ___         No ___

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the Issuer's classes of common
 equity, as of the latest practicable date: Common, $.00001 par value per share:
         19,600,000 outstanding as of February 14, 2002

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


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Consolidated Interim Balance Sheets
================================================================================
<TABLE>
<CAPTION>
                                     December 31,           December 31,        September 30,
                                         2001                   2000                2001
                               (Unaudited - Prepared   (Unaudited - Prepared      (Audited)
                                    by Management)          by Management)
<S>                                  <C>                   <C>                   <C>
Assets
Current
Cash                                 $    265,194          $    357,538          $    277,641
Accounts receivable                           285                   857                   137
Prepaid expenses                              960                 4,008                 2,912
---------------------------------------------------------------------------------------------

                                          266,439               362,403               280,690

Investments                                10,993                14,963                11,919
Property and equipment                      3,779                 5,120                 4,043
Oil and gas interest                      274,671               295,055               274,671
---------------------------------------------------------------------------------------------
Total Assets                         $    555,882          $    677,541          $    571,323
=============================================================================================

Liabilities
Current
Accounts payable and accrued
   liabilities                       $      6,730          $      8,029          $      7,518
Due to related parties                     25,967                49,742                 9,900
---------------------------------------------------------------------------------------------
Total Liabilities                          32,697                57,771                17,418
---------------------------------------------------------------------------------------------

Commitments and Contingencies

Stockholders' Equity
Common stock, $0.00001 par value
100,000,000 shares authorized
Issued and outstanding at December 31,
 2001: 19,600,000 shares
 2000: 19,200,000 shares                      196                   196                   196
Additional paid-in capital              2,832,222             2,758,989             2,817,374
Deficit accumulated during the
  development stage                    (2,309,233)           (2,139,415)           (2,263,665)
---------------------------------------------------------------------------------------------

Total Stockholders' Equity                523,185               619,770               553,905
---------------------------------------------------------------------------------------------

Total Liabilities and Stockholders'
  Equity                             $    555,882          $    677,541          $    571,323
=============================================================================================
</TABLE>





     See accompanying notes to the consolidated financial statements

<PAGE>


================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Consolidated Interim Statements of Operations
(Unaudited - Prepared by Management)
================================================================================
                                                                   Cumulative
                                                                 from Inception
                                   Three Months   Three Months   on February 20,
                                      Ended           Ended          1997 to
                                   December 31,    December 31,    December 31,
                                      2001            2000            2001
--------------------------------------------------------------------------------

Expenses

General and administrative         $     46,039    $     56,200    $    578,895
Loss on sale of investment                 -               -             16,135
Write-down of investment                    926          16,078         234,780
Write-down of oil and gas interest         -            702,478       1,546,189
--------------------------------------------------------------------------------
                                         46,965         774,756       2,375,999
--------------------------------------------------------------------------------

Other Income

Interest income                           1,397           5,232          59,827
Gain on sale of oil and gas
  interest                                 -               -              6,939
--------------------------------------------------------------------------------
                                          1,397           5,232          66,766
--------------------------------------------------------------------------------

Net loss for the period            $    (45,568)   $   (769,524)   $ (2,309,233)
================================================================================

Basic and diluted loss
   per share                       $      (0.00)   $      (0.04)   $      (0.12)
================================================================================





     See accompanying notes to the consolidated financial statements

<PAGE>


================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Consolidated Interim Statements of Cash Flows
(Unaudited - Prepared by Management)
================================================================================
                                                                   Cumulative
                                                                 from Inception
                                   Three Months   Three Months   on February 20,
                                      Ended           Ended          1997 to
                                   December 31,    December 31,    December 31,
                                      2001            2000            2001
--------------------------------------------------------------------------------
Operating Activities
Net loss for the period            $    (45,568)   $   (769,524)   $ (2,309,233)
Adjustments to reconcile net
  loss to cash applied to
  operating activities:
  Depreciation                              264             359           2,110
  Compensation expense from
   stock options                         14,848          35,930         151,418
  Loss on sale of investments              -               -             16,135
  Write-down of investments                 926          16,078         234,780
  Write-down of oil and gas interest       -            702,478       1,546,189
  Gain on sale of oil and gas
   interest                                -               -             (6,939)
Changes in non-cash working capital:
  Accounts receivable                      (148)           (694)           (285)
  Accounts payable and accrued
   liabilities                             (788)          3,817           6,730
  Due to related parties                 16,067          15,538          25,967
  Prepaid expenses                        1,952           2,395            (960)
--------------------------------------------------------------------------------

Net cash provided by (used in)
  operating activities                  (12,447)          6,377        (334,088)
--------------------------------------------------------------------------------

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

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

Investing Activities
Purchase of investments                    -               -           (324,856)
Proceeds from sale of investments          -               -             72,948
Oil and gas exploration expenditures       -           (499,546)     (1,823,921)
Purchase of property and equipment         -               (101)         (5,889)
--------------------------------------------------------------------------------

Net cash used in investing
  activities                               -           (499,647)     (2,081,718)
--------------------------------------------------------------------------------

Net increase (decrease) in cash
  during the period                     (12,447)       (493,270)        265,194
Cash position - Beginning of period     277,641         850,808            -
--------------------------------------------------------------------------------

Cash position - End of period      $    265,194    $    357,538    $    265,194
================================================================================

     See accompanying notes to the consolidated financial statements

<PAGE>

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Consolidated Interim Statements of Changes in Stockholders' Equity
(Unaudited - Prepared by Management)
================================================================================

For the Three Months Ended December 31, 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                    Accumulated
                                                                      Additional     During the      Total
                                              Common Stock             Paid-in       Development   Stockholders'
                                    ------------------------------
                                          Shares         Amount        Capital          Stage        Equity
                                    -------------------------------------------------------------------------------
<S>                                 <C>            <C>            <C>            <C>            <C>
Balance at September 30,
  2001                              19,600,000     $    196       $  2,817,374   $ (2,263,665)  $   553,905

Net compensation expense
  from stock options                                                    14,848                       14,848
Net loss during the period                                                            (45,568)      (45,568)
                                    -----------------------------------------------------------------------
Balance at December 31,
  2001                              19,600,000     $    196       $  2,832,222   $ (2,309,233)  $   523,185
                                    =======================================================================
</TABLE>

     See accompanying notes to the consolidated financial statements


<PAGE>


================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================

For the Three Months Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

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

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

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

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

Refer to Note 6

NOTE 2 - ACCOUNTING PRINCIPLES AND USE OF ESTIMATES

The accompanying unaudited consolidated interim financial statements of AMG Oil
Ltd. and its wholly owned subsidiaries, AMG Oil Holdings Ltd., AMG Oil (NZ)
Limited and Trans New Zealand Oil (PNG) Limited have been prepared in accordance
with generally accepted accounting principles for interim financial information
and the instructions to Form 10-QSB as prescribed by the Securities and Exchange
Commission. This form 10-QSB should be read in conjunction with the Company's
September 30, 2001 Form 10-KSB. All material adjustments which, in the opinion
of management, are necessary for a fair presentation of the results for the
interim periods have been reflected. The results of the three months ended
December 31, 2001 are not necessarily indicative of the results to be expected
for the full year.

NOTE 3 - INVESTMENTS

Investments are comprised of 6,616 common shares (2000: 6,616 shares) of
Trans-Orient Petroleum Ltd. ("Trans-Orient") acquired at a cost of $235,773
(2000: $235,773) and having a fair value of $993 (2000: $4,963) and 600,000
common shares (2000: 600,000) of Gondwana Energy, Ltd. ("Gondwana") acquired at
a deemed cost of $10,000 and having a fair value of $10,000 (2000: $10,000).


<PAGE>


================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================

For the Three Months Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------


NOTE 3 - INVESTMENTS (continued)

During the three month period ended December 31, 2001 the Company recorded a
write-down of investments of $926, compared to a $16,078 write-down for the
comparable period in 2000, resulting from an other-than-temporary impairment in
the fair value of Trans-Orient. The amount of the write-down was accounted for
as a realized loss and included in earnings.

Refer to Note 5

NOTE 4 - OIL AND GAS INTEREST

As at December 31, 2001, the Company has a 52.5% participating interest in
Petroleum Exploration Permit 38256 ("PEP 38256"), which was granted on August
25, 1997. PEP 38256 is located in New Zealand and provides for the exclusive
right to explore for petroleum for an initial term of five years, renewable for
an additional five years. One-half of the original area was relinquished on
August 25, 2000, and a further one half of the remaining area is required to be
relinquished upon renewal of PEP 38256, by August 25, 2002. The other
participant's in PEP 38256 are Indo-Pacific Energy Ltd. ("Indo-Pacific") (20%),
as the operator, Durum Cons. Energy Corp. ("Durum") (10%), Magellan Petroleum
Australia Limited (7.5%) and Orion Exploration Limited (10%).

At December 31, 2001, PEP 38256 is in good standing with respect to its work
commitments. The Company's share of the committed work program for the balance
of the 2002 fiscal year requires an estimated $25,000 of exploration
expenditures to be incurred.

Refer to Notes 5 and 6

NOTE 5 - RELATED PARTY TRANSACTIONS

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

a)   Investments

     Investments consist of 6,617 common shares of Trans-Orient and 600,000
     common shares of Gondwana.

     Refer to Note 3

b)   Consulting Agreements

     During the three months ended December 31, 2001, the Company paid $68
     (2000: $4,817) in consulting fees to directors of the Company. During the
     three months ended December 31, 2001, the Company incurred Nil (2000:
     $9,218) in consulting fees and for website services to a company having
     directors, officers and/or principal shareholders in common with the
     Company.


<PAGE>


================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================

For the Three Months Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------


NOTE 5 - RELATED PARTY TRANSACTIONS (continued)

c)   Due to Related Parties

     At December 31, 2001 the Company owed $25,967 (2000: $49,742) to certain
     companies having directors, officers and/or principal shareholders in
     common with the Company. This amount is non-interest bearing and has no
     fixed terms of repayment.

d)   Other

     During the three months ended December 31, 2001, the Company incurred
     $24,254 (2000: $19,791) 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.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

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

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.

NOTE 7 - COMMON STOCK

a)   Authorized and Issued Share Capital

     The authorized share capital of the Company is 100,000,000 shares of common
     stock with a par value of $0.00001 per share. At December 31, 2001, there
     were 19,600,000 shares (September 30, 2001: 19,600,000 shares) issued and
     outstanding.

b)   Stock Options

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

     SFAS 123 requires a fair value based method of accounting for all
     compensatory stock options using the Black-Scholes option pricing model.
     However, these models were developed for use in estimating the fair value
     of traded options and require the input of and are highly sensitive to
     subjective assumptions including the expected stock price volatility.

     The stock options granted by the Company have characteristics significantly
     different from those of traded options and, in the opinion of management,
     the existing model does not provide a reliable single measure of the fair
     value of any compensatory stock options granted by the Company.

<PAGE>


================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================

For the Three Months Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------


NOTE 7 - COMMON STOCK (continued)

     In accordance with SFAS 123, the following is a summary of the changes in
     the Company's stock options for the period ended December 31, 2001 and
     2000:

                                           2001                 2000
                            ----------------------------------------------------
                                                Weighted                Weighted
                                                Average                 Average
                                     Number     Exercise     Number     Exercise
     Fixed Options                  of Shares    Price      of Shares    Price
                            ----------------------------------------------------
     Balance at beginning
      of Period                       232,500    $ 1.53     1,017,500    $ 0.71
     Granted                             -         -           15,000      2.00
     Expired                             -         -         (800,000)     0.50
                                 ------------            ------------
     Outstanding and
      exercisable at end
      of Period                       232,500    $ 1.53       232,500    $ 1.53
                                 ============            ============
     Weighted-average fair
      value of options
      granted during the
      period                                     $ -                     $ -
                                                =======                 =======

     No stock options have been issued or exercised for the period ended
     December 31, 2001.

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 quarters ending December
31, 2001 and 2000:

                                           2001                 2000
                            ------------------------   ------------------------
                                 As          Pro           As          Pro
                              Reported      Forma       Reported      Forma
                            ------------------------   -------------------------

     Net loss for the
       period               $  (45,568)   $  (40,853)  $ (769,524)   $ (758,111)
                            ========================   ========================

     Basic and diluted
       loss per share       $    (0.00)   $    (0.00)  $    (0.04)   $    (0.04)
                            ========================   ========================

<PAGE>


================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================

For the Three Months Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------


NOTE 7 - COMMON STOCK (continued)

The following stock options are outstanding at December 31, 2001:

                Number         Price           Expiry
               Of Shares     per Share          Date
              ---------    -----------    ------------------
               217,500        $1.50       June 20, 2005
                15,000        $2.00       October 31, 2005
              ---------
               232,500
              =========

NOTE 8 - LOSS PER SHARE

Statement of Financial Accounting Standards No. 128: Earnings per Share ("SFAS
128") replaces the presentation of primary earnings per share ("EPS") with a
presentation of both basic and diluted EPS for all entities with complex capital
structures including a reconciliation of each numerator and denominator.

Basic EPS excludes dilutive securities and is computed by dividing income
available to common stockholders by the weighted-average number of common shares
outstanding for the year. Diluted EPS reflects the potential dilution that
could occur if dilutive securities were converted into common stock and is
computed similarly to fully-diluted EPS pursuant to previous accounting
pronouncements. SFAS 128 applies equally to loss per share presentations.

Stock options outstanding are not included in the computation of diluted loss
per share as such inclusion would be antidilutive due to net losses incurred for
the quarters ended December 31, 2001 and 2000.

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

                                                          2001          2000
                                                      -----------   -----------
     Numerator, net loss for the period               $   (45,568)  $  (769,524)

     Denominator:
     Weighted-average number of shares
       outstanding                                     19,600,000    19,600,000
                                                      -----------   -----------
     Basic and diluted loss per share                 $     (0.00)  $     (0.04)
                                                      ===========   ===========

<PAGE>


================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================

For the Three Months Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------


NOTE 9 - INCOME TAXES

There are no income taxes payable by the Company. At December 31, 2001 the
Company has certain resource and other unused tax pools to offset future taxable
income derived in the United States and New Zealand. The benefits of these
resource and other tax pools have been offset by a valuation allowance of the
same amount.

<PAGE>

ITEM 2   MANAGEMENT DISCUSSION AND PLAN OF OPERATION

Forward-Looking Statements
--------------------------

This Form 10-QSB includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements in this Form 10-QSB, other than
statements of historical facts, that address activities, events or developments
that we expect, believe or anticipate will or may occur in the future, including
operating costs, future capital expenditures (including the amount and nature
thereof), the drilling of wells, reserve estimates and other such matters are
forward-looking statements. Although we believe the expectations expressed in
such forward-looking statements are based on reasonable assumptions within the
bounds of our knowledge of our business, such statements are not guarantees of
future performance and actual results or developments may differ materially from
those in the forward-looking statements.

Factors that could cause actual results to differ materially from those in
forward-looking statements include: oil and gas prices; exploitation and
exploration successes; continued availability of capital and financing; general
economic, market or business conditions; acquisition opportunities or lack of
opportunities; changes in laws or regulations; risk factors listed from time to
time in our reports filed with the Securities and Exchange Commission; and other
factors.

Our company was incorporated on February 20, 1997 under the name Trans New
Zealand Oil Company by filing our Articles of Incorporation with the Secretary
of State in Nevada. We changed our name to AMG Oil Ltd. on July 27, 1998. We are
a Calgary, Alberta, Canada based oil and gas exploration company, and our
operations are conducted through our wholly-owned Subsidiary, AMG Oil (NZ) Ltd.
We conduct our exploration activities through an exploration office in
Wellington, New Zealand maintained by Indo-Pacific Energy Ltd., the operator on
our sole exploration Permit. In the future, although there can be no assurances,
we intend to participate in the exploration and, where warranted, development of
our existing permit and to investigate and to acquire interests in other oil and
gas properties in the Austral-Pacific region.

Our sole participating interest at present is in Petroleum Exploration Permit
38256 ("PEP 38256"or the "Permit"), a hydrocarbon exploration permit located on
the South Island of New Zealand. After giving effect to all farm-outs and
reorganizations reported in the 2001 fiscal year the interests in PEP 38256 are
the following:

Company                              Permit Interests
-------                              -----------------

AMG Oil Ltd.                               52.5%
Indo-Pacific Energy Ltd.                   20.0%
Magellan Petroleum Australia Limited        7.5%
Durum Cons. Energy Corp.                   10.0%
Orion Exploration Ltd.                     10.0%

<PAGE>

We have not received any revenues from oil & gas operations to date, and we are
in a start-up phase with our existing assets. We currently have no significant
assets, tangible or intangible, other than the opportunities for our interest in
PEP 38256. We have ongoing obligations with respect to PEP 38256 and we expect
to need to place additional equity securities with investors, in order to raise
the capital required for our ongoing activities until such time that we can
generate revenues from operations.

There can be no assurance that we will earn revenue, operate profitably or
provide a return on investment to our security holders. Our activities to date
have consisted primarily of efforts to raise funds, acquire an interest in our
sole Permit, conduct preliminary seismic and geological studies over the Permit
and participate in drilling the Ealing-1 and Arcadia -1 exploration wells in the
fall of 2000. Neither of the exploration wells resulted in hydrocarbon
discoveries, and the wells were subsequently abandoned. As currently structured,
we propose to derive all of our revenue from a discovery of commercial
quantities of hydrocarbons in PEP 38256. By drilling the two exploration wells,
our company and our joint venture partners have met all the Permit work
obligations required for the initial five-year term, or to August 25, 2002. We
are now in the process of evaluating the information gained from drilling the
Arcadia-1 and Ealing-1 exploration wells, with a view to planning future Permit
exploration programs, if any. If future exploration is warranted, a critical
part of our business plan will require capital to fund our share of future
seismic and drilling exploratory costs. There can be no assurance that we will
be able to successfully raise the capital required, when required, to meet our
proportionate costs, or that we will be successful in discovering commercial
quantities of hydrocarbons, or that we will have access to capital to develop a
successful discovery without significant dilution or cost to our stockholders.

Employees and Consultants

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

Properties

We recently relocated to a 200 square foot head office space, on a rent free
basis, located at Suite 1400, 700 - 4th Avenue, Calgary, Alberta, Canada, from
which our President conducts business on behalf of our company. We may likely
commence paying rent on this facility in the near future. The Permit operator
conducts business on our behalf in a 4000 square foot operations office in
Wellington, New Zealand. This office space is shared with the operator of PEP
38256, Indo-Pacific Energy Ltd. and two other exploration companies. The
operator bills us monthly for the facility on the basis of actual hours worked
for Permit related activities.

<PAGE>


We currently have no oil or gas producing properties and at present, no known
deposits of oil or gas. Currently, our sole asset is our 52.5% interest in PEP
38256. Indo-Pacific Energy Ltd. is the operator of PEP 38256 and is carrying out
the required exploration programs on behalf of the joint venture pursuant to an
operating agreement dated June 25, 1998, under which our initial interest in the
Permit was acquired. Under the terms of the operating agreement, each
participant in the Permit is entitled to a specified equity share or percentage
in the Permit, provided each participant pays for its pro rata share of
expenditures or cash calls related to the development of the Permit. The level
of expenditures and the work program are determined by agreement between the
members of the joint venture, who vote pro rata with respect to their equity
share with respect to expenditure proposals. If any participant, including the
operator, fails to meet its required obligations or pay its portion of the cash
calls, that participant will automatically relinquish its interest to the other
participants in the Permit.

PEP 38256 is located in the Canterbury Basin on the South Island of New Zealand.
The Canterbury Basin is located both onshore and offshore in the area
surrounding the city of Christchurch. The total area of the Canterbury Basin is
approximately twelve million acres. The permit area is situated in the onshore
area surrounding Christchurch. The initial permit term is five years from August
25, 1997, but a minimum of 50% was required to be relinquished within three
years. On August 25, 2000 the participants in PEP 38256 relinquished back to the
government of New Zealand 50% of the PEP 38256 permit area that was considered
to be of lesser potential. Subsequent to the relinquishment, PEP 38256 covers an
area of approximately 1.3 million acres, containing all the prospects and
exploration leads so far identified by our company and its joint venture
partners. The participants are required to relinquish a further 50% of the
remaining area of the permit upon the permit's renewal for its second 5 year
term on August 25, 2002.

The Permit is in good standing with the New Zealand Government, as we have met
all of the requirements under the initial work program. We currently estimate
that our share of expenditures to keep the permit in good standing for the
balance of the 2002 fiscal year requires approximately $25,000 to be incurred.

Results of Operations
---------------------

During the first three months of the current fiscal year, our activities related
to the Permit were minimal as we evaluated the results of the exploration
activities undertaken in the 2001 fiscal year.

We did not generate any revenues from operations during the three months ended
December 31, 2001, or during the comparable period. Our sole revenue during the
period was $1,397 in interest income earned on surplus cash balances, compared
to $5,232 for the three months ended December 31, 2000.

Our total general and administrative expenses for the three months ended
December 31, 2001 were $46,039 compared to $56,200 for the comparable period.
$14,848 of the total expenses was amortization of deferred compensation related
to our stock option plan versus $35,930 in the comparable period. Salaries were
$7,457 compared to $11,523 for the three months ended December 31, 2000 and
professional fees were $16,099, versus $9,574. The balance of our general and
administrative costs consists of office expenses, shareholder relations
expenses, foreign exchange and amortization of capital assets.

During the three months ended December 31, 2001, we wrote down our investment in
Trans-Orient Petroleum Ltd. to the approximate market value at the end of the
reporting period. This write-down amounted to $926 versus $16,078 for the
comparable period ended December 31, 2000. As there was limited activity in PEP
38256 for the first quarter of the 2002 fiscal year there were no changes to the
value of PEP 38256. However for the three months ended December 31, 2000 we
wrote down $702,478 of costs relating to the unsuccessful drilling expenditures
of the Ealing and Arcadia exploratory wells.

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As a result of these transactions noted above, we incurred a loss of $45,569 or
$0.00 per share, compared to $769,524 or $0.04 per share for the three months
ended December 31, 2000.

Liquidity and Capital Resources

During the three months ended December 31, 2001, we used $12,447 of cash for
operating activities compared to a cash provision from operating activities of
$6,377 for the comparable period ended December 31, 2000. We did not have any
financing activities for the current or comparable period ended December 31,
2000. We did not have any investing activities for the current period compared
to $499,647 for the period ended December 31, 2000, primarily for exploration
activities within PEP 38256, including costs associated with the Company's share
of drilling two unsuccessful exploration wells in the first quarter of the 2001
fiscal year.

At December 31, 2001 our current assets totaled $266,439 compared to $280,690 at
the beginning of the fiscal year, or $362,403 for the comparable period at
December 31, 2000. Our current assets consisted of $265,194 in cash, $285 in
accounts receivable and $960 in prepaid expenses. Our current liabilities at
December 31, 2001 were $32,697, of which $25,697 was due to related parties for
Permit related costs and administrative costs. 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 believe our existing cash balances are sufficient to carry our normal
operations for the next twelve months, unless additional seismic and drilling
activities are undertaken 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.

<PAGE>

                          PART II -OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submissions of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.   Exhibit Description Page No

None

(b) Reports on Form 8-K filed during the quarter.

None.

In accordance with the requirements of the Exchange Act, the Company has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                                 AMG Oil Ltd.


Dated: February 13, 2002                         By: /s/ Cameron Fink
                                                    ----------------------------
                                                    Cameron Fink, President

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