---

UNITED STATES
  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 June 30, 2007

[ ] 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**                     | **N/A**               
|--------------------------------------- | ----------------------
|(State or other jurisdiction            | (I.R.S. Employer      
|of Incorporation
      or Organization) | Identification Number)

**2800-600 17th Street, 
  South Denver, CO. 80202-5428
  (Address of Principal Executive Offices)(303) 226-5889**
  (Issuer's
Telephone Number)

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 [ ]

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.Common
stock, $.00001 par value per share: 23,200,000 outstanding as of August 14,
2007.

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

---

|AMG OIL LTD.                                
|--------------------------------------------
|                                            
|Quarterly Report On Form 10-QSB             
|                                            
|For The Quarterly Period Ended June 30, 2007
|                                            
|INDEX                                       

|PART I - FINANCIAL INFORMATION
|------------------------------
|Item 1.                       
|Item 2.                       
|Item 3.                       
|                              
|PART II  OTHER INFORMATION   
|Item 1.                       
|Item 2.                       
|Item 3.                       
|Item 4.                       
|Item 5.                       
|Item 6.                       
|                              
|SIGNATURES                    

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PART I  FINANCIAL INFORMATION

|**Item 1.** | Financial Statements
|----------- | --------------------

The following unaudited interim financial statements of AMG Oil
Ltd. (the Company) are included in this Quarterly Report on Form 10-QSB:

|                                                                                                                        | Page
|----------------------------------------------------------------------------------------------------------------------- | ----
|Interim
        Balance Sheets as of June 30, 2007                                                                      | F-1 
|Interim Statements of Operations
        for the three and nine months ended June 30, 2007 and 2006                     | F-2 
|Interim
        Statements of Changes in Stockholders Equity for the three and nine
        months ended June 30, 2007 | F-3 
|Interim Statements of Cash
        Flows for the three and nine months ended June 30, 2007 and 2006                     | F-4 
|Notes to
        the Interim Financial Statements                                                                       | F-5 

---

|AMG OIL LTD.                                     |   |                       |   |   |                             |   |   |               |  
|------------------------------------------------ | - | --------------------- | - | - | --------------------------- | - | - | ------------- | -
|(An Exploration Stage Enterprise)                |   |                       |   |   |                             |   |   |               |  
|Interim Balance Sheets                           |   |                       |   |   |                             |   |   |               |  
|(Expressed in
      United States Dollars)       |   |                       |   |   |                             |   |   |               |  
|                                                 |   |                       |   |   |                             |   |   |               |  
|                                                 |   | June 30,              |   |   | June 30,                    |   |   | September 30, |  
|                                                 |   | 2007                  |   |   | 2006                        |   |   | 2006          |  
|                                                 |   | (Unaudited - Prepared |   |   | (Unaudited 
      Prepared |   |   | (Audited)     |  
|Assets                                           |   | by Management)        |   |   | by Management)              |   |   |               |  
|                                                 |   |                       |   |   |                             |   |   |               |  
|Current                                          |   |                       |   |   |                             |   |   |               |  
|                                                 |   |                       |   |   |                             |   |   |               |  
|Cash                                             | $ | 1,328,173             |   | $ | 1,343,935                   |   | $ | 1,348,282     |  
|                                                 |   |                       |   |   |                             |   |   |               |  
|                                                 |   |                       |   |   |                             |   |   |               |  
|Total
      Assets                               | $ | 1,328,173             |   | $ | 1,343,935                   |   | $ | 1,348,282     |  
|                                                 |   |                       |   |   |                             |   |   |               |  
|Current Liabilities                              |   |                       |   |   |                             |   |   |               |  
|                                                 |   |                       |   |   |                             |   |   |               |  
|                                                 |   |                       |   |   |                             |   |   |               |  
|Accounts payable and accrued
      liabilities   | $ | 8,159                 |   | $ | -                           |   | $ | 12,522        |  
|Due
      to related parties                     |   | 2,689                 |   |   | 2,244                       |   |   | 2,838         |  
|                                                 |   |                       |   |   |                             |   |   |               |  
|Total
      Liabilities                          |   | 10,848                |   |   | 2,244                       |   |   | 15,360        |  
|                                                 |   |                       |   |   |                             |   |   |               |  
|Commitments and Contingencies                    |   | -                     |   |   | -                           |   |   | -             |  
|                                                 |   |                       |   |   |                             |   |   |               |  
|Stockholders Equity                             |   |                       |   |   |                             |   |   |               |  
|Common voting stock, $0.00001 par value          |   |                       |   |   |                             |   |   |               |  
|100,000,000 shares authorized                    |   |                       |   |   |                             |   |   |               |  
|Issued and outstanding at June 30,               |   |                       |   |   |                             |   |   |               |  
|2007: 23,200,000 shares                          |   |                       |   |   |                             |   |   |               |  
|2006: 22,600,000 shares                          |   | 232                   |   |   | 226                         |   |   | 232           |  
|Additional paid-in capital                       |   | 4,194,600             |   |   | 4,194,606                   |   |   | 4,194,600     |  
|Deficit accumulated during the exploration stage |   | (2,877,507            | ) |   | (2,853,141                  | ) |   | (2,861,910    | )
|                                                 |   |                       |   |   |                             |   |   |               |  
|Total Stockholders Equity                       |   | 1,317,325             |   |   | 1,341,691                   |   |   | 1,332,922     |  
|                                                 |   |                       |   |   |                             |   |   |               |  
|Total Liabilities and Stockholders Equity       | $ | 1,328,173             |   | $ | 1,343,935                   |   | $ | 1,348,282     |  

See accompanying notes to the interim financial statements

F1

---

|AMG OIL LTD.                         |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|------------------------------------ | - | ------------ | - | - | ------------ | - | - | ----------- | - | - | ----------- | - | - | --------------- | -
|(An Exploration Stage Enterprise)    |   |              |   |   |              |   |   |             |   |   |             |   |  
|Interim Statements of Operations     |   |              |   |   |              |   |   |             |   |   |             |   |  
|(Unaudited  Prepared by Management) |   |              |   |   |              |   |   |             |   |  
|(Expressed in United States Dollars) |   |              |   |   |              |   |   |             |   |  
|                                     |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|                                     |   |              |   |   |              |   |   |             |   |   |             |   |   | Cumulative      |  
|                                     |   |              |   |   |              |   |   |             |   |   |             |   |   | from Inception  |  
|                                     |   | Three Months |   |   | Three Months |   |   | Nine Months |   |   | Nine Months |   |   | on February 20, |  
|                                     |   | Ended        |   |   | Ended        |   |   | Ended       |   |   | Ended       |   |   | 1997 to         |  
|                                     |   | June 30,     |   |   | June 30,     |   |   | June 30,    |   |   | June 30,    |   |   | June 30,        |  
|                                     |   | 2007         |   |   | 2006         |   |   | 2007        |   |   | 2006        |   |   | 2007            |  
|                                     |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Expenses                             |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|                                     |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|General and administrative           | $ | 17,726       |   | $ | 21,380       |   | $ | 64,184      |   | $ | 44,926      |   | $ | 947,825         |  
|Loss on sale of investments          |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 17,820          |  
|Write-down of investments            |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 234,780         |  
|Write-off of loan
      receivable   |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 30,000          |  
|                                     |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|                                     |   | (17,726      | ) |   | (21,380      | ) |   | (64,184     | ) |   | (44,926     | ) |   | (1,230,425      | )
|                                     |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Other Income                         |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Interest income                      |   | 16,369       |   |   | 13,125       |   |   | 48,587      |   |   | 17,522      |   |   | 140,328         |  
|                                     |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Net loss from continuing             |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|operations                           |   | (1,357       | ) |   | (8,255       | ) |   | (15,597     | ) |   | (27,404     | ) |   | (1,090,097      | )
|                                     |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Net loss from discontinued           |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|operations                           |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | (1,787,410      | )
|                                     |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Net loss                             | $ | (1,357       | ) | $ | (8,255       | ) | $ | (15,597     | ) | $ | (27,404     | ) | $ | (2,877,507      | )
|                                     |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Basic loss per share:                |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|From continuing operations           | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00       | ) | $ | (0.00       | ) | $ | (0.05           | )
|From discontinued                    |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|operations                           |   | (0.00        | ) |   | (0.00        | ) |   | (0.00       | ) |   | (0.00       | ) |   | (0.07           | )
|                                     | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00       | ) | $ | (0.00       | ) | $ | (0.12           | )
|                                     |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|Weighted average number              |   |              |   |   |              |   |   |             |   |   |             |   |   |                 |  
|of common shares outstanding         |   |              |   |   |              |   |   |             |   |   |             |   |  
|                                     |   | 23,200,000   |   |   | 19,281,319   |   |   | 23,200,000  |   |   | 19,281,319  |   |   |                 |  

See accompanying notes to the interim financial statements

F2

---

|AMG OIL LTD.                                                |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|----------------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ----------- |  | - | ------------- | - | - | --------- | -
|(An Exploration Stage Enterprise)                           |  |              |  |   |         |  |   |             |  |   |               |   |  
|Interim Statements of Changes in Stockholders
      Equity |  |              |  |   |         |  |  
|(Unaudited  Prepared by Management)                        |  |              |  |   |         |  |   |             |  |  
|(Expressed in United States Dollars)                        |  |              |  |   |         |  |   |             |  |  
|                                                            |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|For the
      nine Months Ended June 30, 2007               |  |              |  |   |         |  |   |             |  |   |               |   |  
|                                                            |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|                                                            |  |              |  |   |         |  |   |             |  |   | Deficit       |   |   |           |  
|                                                            |  |              |  |   |         |  |   |             |  |   | Accumulated   |   |   |           |  
|                                                            |  |              |  |   |         |  |   | Additional  |  |   | During the    |   |   | Total     |  
|                                                            |  | Common Stock |  |   | Paid-in |  |   | Development |  |   | Stockholders |  
|                                                            |  | Shares       |  |   | Amount  |  |   | Capital     |  |   | Stage         |   |   | Equity    |  
|                                                            |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|Balance at September 30,                                    |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|2006                                                        |  | 23,200,000   |  | $ | 232     |  | $ | 4,194,600   |  | $ | (2,861,910    | ) | $ | 1,332,922 |  
|                                                            |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|Net loss during the period                                  |  | -            |  |   | -       |  |   | -           |  |   | (15,597       | ) |   | (15,597   | )
|                                                            |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|Balance at June 30,                                         |  |              |  |   |         |  |   |             |  |   |               |   |   |           |  
|2007                                                        |  | 23,200,000   |  | $ | 232     |  | $ | 4,194,600   |  | $ | (2,877,507    | ) | $ | 1,317,325 |  

See accompanying notes to the interim financial statements

F3

---

|AMG OIL LTD.                                |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|------------------------------------------- | - | ------------ | - | - | ---------------- | - | - | ----------- | - | - | ----------- | - | - | --------------- | -
|(An Exploration Stage Enterprise)           |   |              |   |   |                  |   |   |             |   |   |             |   |  
|Interim Statements of Cash Flows            |   |              |   |   |                  |   |   |             |   |   |             |   |  
|(Unaudited  Prepared by Management)        |   |              |   |   |                  |   |   |             |   |   |             |   |  
|(Expressed in United States Dollars)        |   |              |   |   |                  |   |   |             |   |   |             |   |  
|                                            |   |              |   |   |                  |   |   |             |   |   |             |   |   | Cumulative      |  
|                                            |   | Three Months |   |   | Three
    Months |   |   | Nine
Months |   |   | Nine Months |   |   | from Inception  |  
|                                            |   | Ended        |   |   | Ended            |   |   | Ended       |   |   | Ended       |   |   | on February 20, |  
|                                            |   | June 30,     |   |   | June 30,         |   |   | June 30,    |   |   | June 30,    |   |   | 1997 to         |  
|                                            |   | 2007         |   |   | 2006             |   |   | 2007        |   |   | 2006        |   |   | June 30, 2007   |  
|Cash provided by (used in):                 |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|Operating Activities                        |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|Net loss from continuing operations         | $ | (1,357       | ) | $ | (8,255           | ) | $ | (15,597     | ) | $ | (27,404     | ) | $ | (1,090,097      | )
|Adjustments to reconcile net loss to        |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|cash used in operating activities:          |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|Depreciation                                |   | -            |   |   | -                |   |   | -           |   |   | 1,234       |   |   | 5,889           |  
|Net compensation expense from               |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|stock options                               |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | 184,875         |  
|Loss on sale of investments                 |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | 17,820          |  
|Write-down of investments                   |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | 234,780         |  
|Write-off of loan receivable                |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | 30,000          |  
|Changes in non-cash working capital:        |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|Accounts payable and accrued                |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|liabilities                                 |   | 159          |   |   | (3,378           | ) |   | (4,363      | ) |   | (3,378      | ) |   | 9,106           |  
|Due to related parties                      |   | (966         | ) |   | (21,228          | ) |   | (149        | ) |   | -           |   |   | (20,492         | )
|Net cash used in                            |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|continuing operations                       |   | (2,164       | ) |   | (32,861          | ) |   | (20,109     | ) |   | (29,548     | ) |   | (628,119        | )
|Net cash provided by discontinued           |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|operations                                  |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | 60,405          |  
|Net cash used in                            |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|operating activities                        |   | (2,164       | ) |   | (32,861          | ) |   | (20,109     | ) |   | (29,548     | ) |   | (567,714        | )
|Financing Activities                        |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|Common shares issued for cash               |   | -            |   |   | -                |   |   | -           |   |   | 1,358,957   |   |   | 4,039,957       |  
|Common shares re-purchased with             |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|cash                                        |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | (30,000         | )
|Net cash provided by                        |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|financing activities                        |   | -            |   |   | -                |   |   | -           |   |   | 1,358,957   |   |   | 4,009,957       |  
|Investing Activities                        |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|Loan receivable                             |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | (30,000         | )
|Purchase of investments                     |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | (324,856        | )
|Proceeds from sale of investments           |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | 82,256          |  
|Oil and gas exploration expenditures        |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | (1,835,581      | )
|Purchase of property and equipment          |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | (5,889          | )
|Net cash used in
      investing activities |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | (2,114,070      | )
|Net increase (decrease) in cash             |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|during the period                           |   | (2,164       | ) |   | (32,861          | ) |   | (20,109     | ) |   | 1,329,409   |   |   | 1,328,173       |  
|Cash position - Beginning of period         |   | 1,330,337    |   |   | 1,376,796        |   |   | 1,348,282   |   |   | 14,526      |   |   | -               |  
|Cash position -
      End of period         | $ | 1,328,173    |   | $ | 1,343,935        |   | $ | 1,328,173   |   | $ | 1,343,935   |   | $ | 1,328,173       |  
|Supplemental disclosure of net-cash         |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|discontinued operations:                    |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|Net loss from discontinued operations       | $ | -            |   | $ | -                |   | $ | -           |   | $ | -           |   | $ | (1,787,410      | )
|Gain on forgiveness of debt                 |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | 22,234          |  
|Write-off of oil and gas interest           |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | 1,832,520       |  
|Gain on sale of
      oil and gas interest  |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | (6,939          | )
|Net cash used in discontinued items         |   | -            |   |   | -                |   |   | -           |   |   | -           |   |   | 60,405          |  
|Supplemental disclosure of non-cash         |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|Investing activities:                       |   |              |   |   |                  |   |   |             |   |   |             |   |   |                 |  
|Purchase of
      investments               | $ | -            |   | $ | -                |   | $ | -           |   | $ | -           |   | $ | (10,000         | )

See accompanying notes to the interim financial statements

F4

---

|AMG OIL LTD.                                          
|------------------------------------------------------
|(An Exploration Stage Enterprise)                     
|Notes to the Interim Financial Statements             
|(unaudited 
      Prepared by Management)            
|                                                      
|For the Nine
      months Ended June 30, 2007 and 2006

NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

The Companys business focus is to acquire an interest in a
suitable resource based asset. 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.

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 $2,877,507 and Stockholders Equity of $1,317,325.
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, acquire a suitable resource based asset and maintain
continuing support from shareholders and creditors to attain profitable
operations.

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

NOTE 2 - ACCOUNTING PRINCIPLES AND USE OF ESTIMATES

The accompanying unaudited interim financial statements of AMG
Oil Ltd. 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, 2006 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 nine months ended June 30, 2007 are not necessarily
indicative of the results to be expected for the full year.

F5

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NOTE 3 - COMMON STOCK

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.

|                                                    |  | Number          |  |   | Stated    | 
|--------------------------------------------------- |  | --------------- |  | - | --------- | 
|Issued and fully paid:                              |  | of
      Shares |  |   | Value     | 
|Balance at September 30, 2006 & June
      30, 2007 |  | 23,200,000      |  | $ | 4,194,832 | 

Share Purchase Warrants

At June 30, 2007, the following share purchase warrants are
outstanding:

|Number    | Price           | Expiry           
|--------- | --------------- | -----------------
|Of Shares | per
      Share | Date             
|6,600,000 | $0.50           | February 28, 2008

Stock Options

At June 30, 2007, the following stock options are outstanding:

|Number    | Price           | Expiry           
|--------- | --------------- | -----------------
|Of Shares | per
      Share | Date             
|396,000   | $0.25           | February 28, 2008

NOTE 4  RELATED PARTY TRANSACTIONS

During the nine months ended June 30, 2007, the Company
incurred $33,737 (June 30, 2006: $6,140) of mainly general and administrative
costs through DLJ Management Corp., (DLJ), a wholly owned subsidiary of
Trans-Orient Petroleum Ltd. (Trans-Orient). The amount represents costs
incurred by DLJ on behalf of the Company. At June 30, 2007 the Company owes DLJ
$2,689 (June 30, 2006: $2,244). Trans-Orient is related to the Company through a
common director and DLJ Management Corp., employs a director of the Company.

NOTE 5  LOSS PER SHARE

Loss per share is calculated using the weighted-average number
of commons shares outstanding during the period. Diluted loss per share is not
presented, as it is anti-dilutive.

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|ITEM 2. | MANAGEMENTS DISCUSSION & ANALYSIS
|------- | ----------------------------------

The following discussion of our financial condition, changes in
financial condition and results of operations for the nine months ended June 30,
2007 should be read in conjunction with our unaudited consolidated interim
financial statements and related notes for the nine months ended June 30,
2007.

Forward Looking Statements

Certain information in this report including statements made in
"Management's Discussion and Analysis", "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;
- 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.

The following discussion contains forward-looking statements
that involve risks, uncertainties and assumptions. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of many factors, including, but not limited to, those set forth under
Risk Factors in our annual report on Form 10-KSB for the year ended September
30, 2006, elsewhere in that report and in this quarterly report.

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 $2,877,507. These factors, among others,
raise substantial doubt about our ability to be able to continue as a going
concern. The future of our company will depend upon our ability to obtain
adequate financing, acquire a suitable resource based asset and maintain
continuing support from shareholders and creditors to attain profitable
operations.

Description of Business

Overview

The Registrant was previously engaged in the acquisition and
exploration of resource properties, but has been inactive since 2003. Currently,
the Registrants only asset is cash. Accordingly, the Registrant is a shell
company within the meaning assigned that term in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the Exchange Act).

The Registrant is administered through its corporate office
located at 600 17th Street, Suite 2800, South Denver, CO, USA
80202-5428. The Registrants telephone number is (303) 226-5889.

Corporate History

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.

From 1999 to 2003, the Registrant was modestly active in
seeking suitable oil and gas properties for exploration and development in New
Zealand. It withdrew from the New Zealand exploration permit during the 2003
fiscal year, and assigned its interest to the other participants in the
permit.

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

Current Status

The Registrant does not receive any revenue from its
discontinued oil & gas operations in New Zealand and has no significant
assets, tangible or intangible other than cash. 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 quarter ended June 30, 2007, the Registrant has
an accumulated deficit of $2,877,507 which includes a loss of $15,597 for the
nine month period ending June 30, 2007 and the Registrant is expected to
continue incurring operating losses and accumulating deficits in future periods.
The Registrant has no significant future obligations.

We currently have ongoing obligations with respect to our
corporate operations and we expect to have sufficient capital required to
continue our ongoing activities over the next twelve months.

There can be no assurance that we will earn revenue, operate
profitably or provide a return on investment to our security holders. We now
propose to derive all of our revenue from the intended acquisition of suitable
resource based assets.

---

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. (DLJ), 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 bills monthly for its
services on a cost-recovery basis, billing the Registrant and other companies
for costs already incurred with no mark-up or other such charges, for items such
as labor, rent, office costs, and employee benefits. During the nine months
ended June 30, 2007, the Company incurred $33,737 (2006: $6,140) of mainly
general and administrative costs through DLJ. This amount represents costs
incurred by DLJ on behalf of the Company.

Results of Operations

The Company has incurred losses to date of $2,877,507 which
includes a net loss for the third quarter of the 2006 fiscal year of $1,357
(nine months: $15,597) versus a third quarter loss of $8,255 (nine months:
$27,404) last year.

The Companys loss of $15,597 for the nine months ended June
30, 2007 consisted of general and administrative costs (G&A) of $64,184 as
detailed below. These costs were partially offset by interest income being
received by the Company amounting to $48,587.

Summary of Quarterly Result

Three Month Period Ended June
      30, 2007 $
    Three Month Period Ended
      March 31, 2007 $
    Three Month Period Ended
      December 31, 2006 $
    Three Month Period Ended
      Sept. 30, 2006 $
    Three Month Period Ended June
      30, 2006 $
    Three Month Period Ended
      March 31, 2006 $
    Three Month Period Ended
      December 31, 2005 $
    Three Month Period Ended
      Sept. 30, 2005 $Total Revenue
    -
    -
    -
    -
    -
    -
    -
    -G&A
    (17,726)
    (30,003)
    (16,455)
    (23,120)
    (21,380)
    (21,712)
    (1,834)
    (6,619)Interest Income
    16,369
    16,091
    16,127
    14,351
    13,125
    4,296
    101
    105Net income (loss) for the period
    (1,357)
    (13,912)
    (328)
    (8,769)
    (8,255)
    (17,416)
    (1,733)
    (6,514)Basic and Diluted loss per share
    (0.00)
    (0.00)
    (0.00)
    (0.00)
    (0.00)
    (0.00)
    (0.00)
    (0.00)


In the periods where net losses are incurred, stock options and
share purchase warrants outstanding were not included in the computation of
diluted loss per share as the inclusion of such securities would be
antidilutive.

---

The Company has not had any discontinued operations or
extraordinary items in the past two years, therefore has not shown the impacts
of these on the net loss and basic/diluted loss per share.

A comparative summary of the Companys G&A costs over the
nine month period ending June 30, 2007 is as follows:

|                             |   | 3 months ended June 30, |  |   | 9 months ended June 30, | 
|---------------------------- | - | ----------------------- |  | - | ----------------------- | 
|                             |   | 2007                    |  |   | 2006                    | 
|Filing, listing and transfer | $ | 428                     |  | $ | 788                     | 
|agent                        |   |                         |  |   |                         | 
|Consulting                   |   | -                       |  |   | -                       | 
|Office and administration    |   | 5,623                   |  |   | 7,417                   | 
|Professional fees            |   | 4,384                   |  |   | 13,175                  | 
|Wages                        |   | 7,291                   |  |   | -                       | 
|                             | $ | 17,726                  |  | $ | 21,380                  | 

Capital Expenditures

The Company has no material commitments for capital expenditure
at June 30, 2007 or as of the date of this filing.

Liquidity and Capital Resources

The Company did not conduct any financing or investing
activities during the nine months ended June 30, 2007.

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 June 30, 2007,
there were 23,200,000 shares (June 30, 2006: 22,600,000) issued and outstanding,
along with 396,000 compensation options and 6,600,000 share purchase warrants.
Please refer to Note 3 of the accompanying interim financial statements.

At June 30, 2007 our current assets totaled $1,328,173 compared
to $1,348,282 at the beginning of the fiscal year. Our current assets for both
periods consisted entirely of cash. Our current liabilities at June 30, 2007
were $10,848 (September 30, 2006: $15,360). Cash on hand is currently our only
source of liquidity and at the date of this report we feel that we have
sufficient working capital on hand to operate for the next twelve months. 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.

Off-Balance Sheet Arrangements and Proposed Transactions

The Company does not have any off-balance sheet
arrangements.

Transactions with Related Parties

Please refer to Note 4 of the accompanying interim financial
statements.

Accounting Pronouncements Recently Issued

There have been no accounting pronouncements recently issued
that have had an affect on the Company.

---

Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, our
management carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of June 30, 2007, being
the date of our most recently completed fiscal quarter. This evaluation was
carried out under the supervision and with the participation of our principal
executive officer and principal financial officer. Based upon that evaluation,
our principal executive officer and principal financial officer concluded that
as of the period covered by this report, our disclosure controls and procedures
were effective in recording, processing, summarizing and reporting on a timely
basis, information required to be disclosed by us in reports that we file or
submit with under the Exchange Act.

Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our principal executive officer and our
principal financial officer, to allow timely decisions regarding required
disclosure.

During our most recently completed fiscal quarter ended June
30, 2007 there were no changes in our internal control over financial reporting
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, a registrants principal
executive and principal financial officers, or persons performing similar
functions, and effected by such registrants board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:

|(a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrants assets that could have a material effect on the financial
      statements.                                                                                                                                              

PART II OTHER INFORMATION

Legal Proceedings

None.

Unregistered Sales of Equity Securities and Use of Proceeds

---

None.

Defaults Upon Senior Securities

None.

Submissions of Matters to a Vote of Security Holders

No matters were submitted to our security holders for a vote
during the nine months ended June 30, 2007.

Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.
      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)31.1
      Certification
          of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
          promulgated under the Securities and Exchange Act of 1934, as amended.
          (2)31.2
      Certification
          of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
          promulgated under the Securities and Exchange Act of 1934, as amended.
          (2)32.1
      Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer) (2)32.2
      Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer) (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) | Filed as an exhibit to this Quarterly Report on Form
      10-QSB.                                                                                                                                                         

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

Additional information relating to the Company is available on
www.sedar.com and www.sec.gov.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on this 13th day of August, 2007.

|                      | AMG OIL LTD.
|--------------------- | ------------
|                      | (Registrant)
|                      |             
|Date: August 13, 2007 | BY:         
|                      |             
|                      |             
|Date: August 13, 2007 |             
|                      |             

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