UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549

FORM S-4/A
Amendment No. 12
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AMG OIL LTD.
(Exact Name of Registrant as specified in its Charter)

2800 – 600 17th Street
South Denver, CO, U.S.A. 80202-5402
Tel: (303) 226 5889
(Address and telephone number of principal executive offices)

Mr. Michael Hart, President

2800 – 600 17th Street
South Denver, CO, U.S.A. 80202-5402
Tel: (303) 226 5889
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies of communications to:

Michael H. Taylor, Esq.
Lang Michener LLP
1500 – 1055 West Georgia Street
Vancouver, B.C., Canada, V6E 4N7
Tel: (604) 689-9111 Fax: 604-893-2669

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the requisite votes are obtained pursuant to the solicitation by AMG Oil Ltd. referred to in this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ]

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

CALCULATION OF REGISTRATION FEE

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT OFFER OR SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED< >.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

A special meeting of the stockholders of AMG Oil Ltd. will be held on < >, 2008, at 10:00 a.m., at the offices of Lang Michener LLP, legal counsel at 1500 Royal Centre, 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 4N7, for the purpose of voting upon a proposal to change the jurisdiction of incorporation of our company from Nevada to Canada (the “Continuation”). The Continuation will be accomplished through the adoption by AMG Oil Ltd. stockholders of certain resolutions and a plan of conversion under Chapter 92A of the Nevada Revised Statutes which will authorize AMG Oil Ltd. to complete the Continuation. If AMG Oil Ltd. completes the Continuation, AMG Oil Ltd. will be continued under theCanada Business Corporations Act and will cease to be incorporated in Nevada and, as a result, will be governed by theCanada Business Corporations Act. Only stockholders of record at the close of business on < >, 2008 are entitled to notice of and to vote at the meeting. Stockholders of record are not entitled to appraisal rights of the fair value of their shares. If you do not expect to attend in person, please sign and return the enclosed proxy card.

By Order of the Board of Directors of AMG Oil Ltd.,

“Michael Hart”

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LETTER TO STOCKHOLDERS RESPECTING SPECIAL MEETING

< >, 2008

Dear AMG Oil Ltd. stockholder:

You are cordially invited to attend a special meeting of stockholders to be held on < >, 2008, at < >a.m., at the offices of Lang Michener LLP, legal counsel at 1500 Royal Centre, 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 4N7.The purpose of the meeting is to allow you to vote on our proposed continuation resolutions that would change AMG Oil Ltd.’s domicile from Nevada to Canada (the “Continuation”). If we complete the Continuation, our company will be governed by theCanada Business Corporations Act (the “CBCA”). We believe that the Continuation will more accurately reflect our operations, which are headquartered in and administered from Canada, and our source of financing, which has typically been, and we anticipate will continue to be, Canadian investors.

Our Board of Directors has declared the Continuation advisable and recommends that you vote in favour of the Continuation of AMG Oil Ltd. from Nevada to Canada. Our officers and directors, and our principal shareholder, Mr. Robert Pollock, who currently hold approximately 37.9% of our outstanding shares, have indicated that they intend to vote for the approval of the Continuation. We are calling a special meeting of the stockholders to vote on the Continuation and are soliciting proxies for use at the meeting. The record date for voting at the meeting is < >, 2008. Stockholders of record are not entitled to appraisal rights of the fair value of their shares if they vote against the Continuation.

SEE “RISK FACTORS,” BEGINNING ON PAGE 8 OF THIS PROXY STATEMENT/PROSPECTUS FOR A DISCUSSION OF CERTAIN RISKS, INCLUDING TAX EFFECTS, RELATING TO THE CONTINUATION AND THE OWNERSHIP OF COMMON SHARES IN AMG OIL LTD.

This proxy statement/prospectus is first being mailed to holders of AMG Oil Ltd. common stock on or about < >, 2008.

PLEASE NOTE THAT NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS PROXY STATEMENT/PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT AMG OIL THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS DOCUMENT. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO HOLDERS OF AMG OIL LTD. COMMON STOCK UPON WRITTEN OR ORAL REQUEST. REQUESTS SHOULD BE MADE TO AMG OIL LTD. AT THE FOLLOWING ADDRESS:

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TO OBTAIN TIMELY DELIVERY, YOU SHOULD REQUEST INFORMATION NO LATER THAN < >, 2008.

Sincerely,

“Michael Hart”

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TABLE OF CONTENTS

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PART I

SUMMARY

THIS SUMMARY PROVIDES AN OVERVIEW OF THE INFORMATION CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS AND DOES NOT CONTAIN ALL OF THE INFORMATION YOU SHOULD CONSIDER. YOU SHOULD READ THE MORE DETAILED INFORMATION SET FORTH IN THIS DOCUMENT AND THE DOCUMENTS TO WHICH WE REFER YOU. WE HAVE INCLUDED PAGE REFERENCES TO DIRECT YOU TO MORE COMPLETE DESCRIPTIONS OF THE TOPICS PRESENTED IN THIS SUMMARY. IN THIS DOCUMENT THE SYMBOL “CDN$” REFERS TO CANADIAN DOLLARS AND THE SYMBOL “$” REFERS TO UNITED STATES DOLLARS. IN THIS DOCUMENT REFERENCES TO “THE COMPANY”, “OUR COMPANY”, “AMG OIL”, “WE” AND “OUR” REFER TO AMG OIL LTD.

AMG Oil

AMG Oil is a Vancouver, British Columbia, Canada based company which was from 1999 to 2003 modestly active in seeking suitable oil and gas properties for exploration and development. AMG Oil has been inactive since 2003. Our office is located at 2800 – 600 17th Street, South Denver, CO, U.S.A. 80202-5402 , our telephone number is (303) 226-5889. However, our administration is effected through our corporate office located at 1407 - 1050 Burrard Street, Vancouver, British Columbia, Canada and all of our directors and officers are resident in British Columbia.

We are currently incorporated under the corporate laws of Nevada. We are proposing to change our jurisdiction of incorporation from Nevada to the Canadian federal jurisdiction under theCanada Business Corporations Act (the “CBCA”) through a process known as a conversion under Nevada corporate law, and known as a continuation under Canada corporate law (the “Continuation” or the “Continuance”). A continuance or continuation is a process by which a corporation which is not incorporated under the laws of Canada may change its jurisdiction of incorporation to Canada. Under the CBCA, if the laws of its home jurisdiction allow for it, a company may be “continued” as a Canadian corporation by filing Articles of Continuance with the Director under the CBCA. In order to give effect to the Continuation, our board of directors has adopted a plan of conversion under Chapter 92A of the Nevada Revised Statutes (the “Plan of Conversion”) and has recommended that shareholders approved and adopt this Plan of Conversion. After the completion of the Continuation, AMG Oil will be a Canadian corporation governed by the CBCA. We will continue to conduct the business in which we are currently engaged. The Continuation will not result in any material effect on our operations. The business and operations of AMG Oil following the Continuation will be identical in most respects to our current business, except that we will no longer be subject to the corporate laws of the State of Nevada but will be subject to the CBCA. The Canadian company will be liable for all the debts and obligations of the Nevada company, and the officers and directors of the company will be the officers and directors of AMG Oil Ltd.. The differences between the laws will not materially affect our business but will affect your rights as a stockholder. The differences between the applicable laws of the two jurisdictions are discussed in greater detail under “Comparative Rights of Stockholders” on page 24 of this proxy statement/prospectus.

Reference in this proxy statement/prospectus to “AMG Oil Nevada” are to AMG Oil Ltd., a Nevada corporation, as we are currently incorporated. Reference to “AMG Oil Canada” are to AMG Oil Ltd., a Canadian corporation, as we would be continued/converted under the CBCA if the Continuation is approved by our shareholders.

The special meeting

Matters to be voted on

AMG Oil stockholders will be asked to approve the Plan of Conversion and the Continuation by way of special resolution. The complete text of the proposed Continuation special resolutions to be considered at our special meeting is attached to this proxy statement/prospectus as Appendix A (the “Continuation Special Resolutions”).

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The Continuation will have the effect of changing our domicile from Nevada to Canada. The Plan of Conversion is referred to in the Continuation Special Resolutions and is attached hereto as Appendix B. The forms of the Articles of Continuance and Bylaws to be adopted by the AMG Oil Canada are attached hereto respectively as Appendix C and Appendix D.

Vote needed to approve the Continuation

Approval of the Continuation requires the affirmative vote of our stockholders holding at least a majority of the outstanding shares of AMG Oil common stock. The directors and executive officers of AMG Oil and Mr. Robert Pollock, our principal shareholder, together directly own approximately 37.9% of the total number of outstanding shares of AMG Oil common stock. These stockholders have indicated that they intend to vote all their shares for the approval of the Continuation.

Factors you should consider

Reasons for the Continuation

We believe that AMG Oil should continue to Canada because it is the jurisdiction in which we have traditionally raised financing to fund our business operations and should enable us to reach a larger capital market. Further, the Continuation will result in a four-month hold period for Canadian investors under Canadian securities laws attached to securities issued by us under subsequent financings. Due to impending changes to Rule 144 to the United States Securities Act of 1933, as amended, any securities we were to issue under our current incorporation would not be available for resale until more than one year after we cease being a shell company. We believe that this change in hold period will make our subsequently offered securities more attractive to investors and enable us to reach a larger capital market.

Risk factors which may affect your vote

Factors such as possible adverse tax consequences of our common stock following the Continuation may affect your vote on the Continuation and your interest in owning AMG Oil common shares. In evaluating the merits of the proposed Continuation, you should carefully consider the risk factors and the other information included in this proxy statement/prospectus.

You are entitled to dissent from the proposed Continuation and, as a dissenter, to tender your shares and receive the fair value, in cash, for your tendered shares.

Material tax consequences for stockholders

The following is a brief summary of the material tax consequences the Continuation will have for stockholders. Stockholders should consult their own tax advisers with respect to their particular circumstances. A more detailed summary of the factors affecting the tax consequences for stockholders is set out under “Material United States Federal Tax Consequences” and “Material Canadian Income Tax Consequences” on pages 18 and 21, respectively, of this proxy statement/prospectus.

United States federal tax consequences

The Continuance of AMG Oil from Nevada to Canada is, for United States federal income tax purposes, treated as the transfer of the assets of AMG Oil to a Canadian company in exchange for stock of the Canadian company, followed by a distribution of the stock in the Canadian company to the stockholders of AMG Oil Ltd., and then the exchange by AMG Oil Nevada’s stockholders of their AMG Oil Nevada stock for AMG Oil Canada stock. AMG Oil must recognize a gain on the assets held by it at the time of the Continuance to the extent that the fair market value of any assets exceeds its respective basis. The calculation of any potential gain is made separately for each asset held by AMG Oil Nevada. No loss will be allowed for any asset that has a taxable basis in excess of its fair market value. Management of AMG Oil does not believe the fair market value of any of its assets exceeds their tax

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basis. Therefore, management is of the view that no gain should be recognized by AMG Oil as a result of the Continuance.

The Continuance will be treated by shareholders as the exchange by you, our shareholders, of your stock for stock of the Canadian company. The shareholders will not be required to recognize any U.S. gain or loss on this transaction. A shareholder’s adjusted basis in the shares of AMG Oil Canada received in the exchange will be equal to such shareholder’s adjusted basis in the shares of AMG Oil Nevada surrendered in the exchange. A shareholder’s holding period in the shares of AMG Oil Canada received in the exchange should include the period of time during which such shareholder held his or her shares in AMG Oil Nevada. For a more complete discussion of the United States income tax consequences, please see “Material United States Federal Tax Consequences” on page 18 of this proxy statement/prospectus.

Canadian tax consequences

AMG Oil should not incur any liability for Canadian income tax on Continuation. AMG Oil will become a resident of Canada as a result of the Continuation, and consequently thereafter will be liable for Canadian income tax on its world-wide taxable income, if any, subject to such relief, if any, to which it may be entitled under any Canadian bilateral income tax treaty that may apply to it.

No shareholder should incur any liability for Canadian income tax on the Continuation, regardless of the shareholder’s fiscal residence. Thereafter, the Canadian rules on the taxation of dividends paid by taxable Canadian corporations will apply to shareholders on dividends, if any, paid by AMG Oil. For a more detailed summary of the Canadian tax consequences, please see “Material Canadian Income Tax Consequences” on page 21 of this proxy statement/prospectus.

How the Continuation will affect your rights as a stockholder

You will continue to hold the same shares you now hold following the Continuation of the company to Canada. However, the rights of stockholders under Nevada law differ in certain substantive ways from the rights of stockholders under the Canada Business Corporations Act. Examples of some of the changes in stockholder rights which will result from the Continuation are:

• Under Nevada law, unless otherwise provided in the charter, stockholders may act without a meeting by written consent of the majority of the voting power of the outstanding common stock entitled to vote on the matter, and notice need not be given to stockholders. Under Canadian law, stockholders may only act by way of a resolution passed at a duly called meeting unless all stockholders otherwise entitled to vote consent in writing.

• Under Nevada law, a charter or bylaw amendment requires approval by vote of the holders of a majority of the outstanding stock. Under Canadian law, an amendment to a corporation’s charter requires approval by two-thirds majority of the stockholders present and entitled to vote at a meeting of stockholders.

• Dissenter’s rights are available to stockholders under more circumstances under Canadian law than under Nevada law.

• Stockholders have a statutory oppression remedy under Canadian law that does not exist under Nevada statute. It is similar to the common law action in Delaware for breach of fiduciary duty, but the Canadian remedy does not require stockholders to prove that the directors acted in bad faith.

• A minimum of 25% of the directors of a Canadian company must reside in Canada. Nevada law does not contain a similar provision.

• A director’s liability may not be limited under Canadian law as it may under Nevada law.

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Price Volatility

We cannot predict what effect the Continuation will have on our market price prevailing from time to time or the liquidity of our shares.

Accounting treatment of the Continuation

For United States accounting purposes, the Continuation of our company from a Nevada corporation to a Canadian corporation represents a non-substantive exchange to be accounted for in a manner consistent with a transaction between entities under common control. All assets, liabilities, revenues and expenses will be reflected in the accounts of AMG Oil Canada based on existing carrying values at the date of the exchange. The historical comparative figures of AMG Oil will be those of AMG Oil as a Nevada company.

Reporting Obligations under Securities Laws

We currently prepare our financial statements in accordance with United States Generally Accepted Accounting Principles (“US GAAP”). We file our audited annual financial statements with the SEC on Annual Reports on Form 10-KSB and our unaudited interim financial statements with the SEC on Quarterly Reports on Form 10-QSB. Additionally, we are a reporting issuer in British Columbia. Upon completion of the Continuation, we anticipate that we will meet the definition of a “foreign private issuer” in the United States under the Exchange Act. As a reporting foreign private issuer, we anticipate that we will file an Annual Report on Form 20-F (a “Form 20-F Annual Report”) each year with the SEC. The Form 20-F Annual Report will include financial statements prepared in accordance with Canadian GAAP with a reconciliation to US GAAP. We will not be required to file interim quarterly reports on Form 10-QSB, however we will be required to file our interim financial statements and management discussion and analysis that we prepare as a reporting issuer under Canadian securities legislation with the SEC on Form 6-K. The interim financial statements will be prepared in accordance with Canadian GAAP whereas our current Quarterly Reports on Form 10-QSB include interim financial statements prepared in accordance with US GAAP.

In addition, as a foreign private issuer, our directors, officers and 10% stockholders will not be subject to the insider reporting requirements of Section 16(b) of the Unites States Securities Exchange Act of 1934, as amended (the “Exchange Act”) and we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation FD does not apply to non-United States companies and will not apply to AMG Oil upon completion of the Continuation.

Regulatory approvals

We will have to comply with Nevada and Canadian regulatory requirements in order to complete the Continuation to Canada. Our board of directors has approved the Plan of Conversion under Chapter 92A of the Nevada Revised Statutes pursuant to which we will be converted into a corporation under the CBCA. Our board of directors recommends the adoption of the Plan of Conversion by the shareholders of the Company for the reasons set forth herein.

To receive the regulatory approvals required under Nevada law, we will have to:

• receive approval of the Plan of Conversion from a majority of the shares entitled to be voted;

• file articles of conversion with the Nevada Secretary of State setting out, among other things, the Plan of Conversion; and

• pay a filing fee of $350 to the Nevada Secretary of State.

To receive the regulatory approvals required under Canadian law, we will have to file articles of continuance with the Director under the CBCA.

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Our Continuance to Canada would become effective when:

• we file articles of conversion with the Nevada Secretary of State; and

• the Director under the CBCA issues us a Certificate of Continuance.

Upon completion of the Continuance, our charter documents will be comprised of the Articles of Continuance and the Bylaws, in the forms attached hereto as Appendix C and Appendix D, respectively.

Authorized Capital

The Articles of Continuance of AMG Oil Canada, attached hereto as Appendix C, will provide that the authorized capital of the AMG Oil Canada will be 100,000,000 common shares without par value. AMG Oil Nevada’s articles of incorporation presently provide that our authorized capital is 100,000,000 shares of common stock, par value $0.00001 per share. Accordingly, there will be no increase to AMG Oil Canada’s authorized capital as a result of the Continuation.

Disclosure obligations

Even if we continue to Canada, we will still have to comply with reporting requirements under United States securities laws. However, these requirements would be reduced because we would no longer be a United States company.

Whether or not we continue to Canada, we will remain subject to Canadian disclosure requirements including publishing news releases, filing information about major changes for AMG Oil, sending you annual financial statements, filing quarterly financial statements and filing reports about trading in our shares by our officers, directors and major shareholders.

Our recommendations to stockholders

Taking into consideration all of the factors and reasons for the conversion set forth above and elsewhere in this proxy statement/prospectus, the Board of Directors has approved the Plan of Conversion and the Continuation and recommends that stockholders of AMG Oil vote FOR approval of the Plan of Conversion and the Continuance.

SUMMARY FINANCIAL INFORMATION

THE FOLLOWING SUMMARY CONTAINS:

• AUDITED FINANCIAL INFORMATION FOR THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006 FROM BALANCE SHEETS AND STATEMENTS OF OPERATIONS DATA FROM THE AUDITED FINANCIAL STATEMENTS OF AMG OIL; AND
  

• UNAUDITED FINANCIAL INFORMATION FOR THE THREENINE MONTHS ENDED DECEMBER 31, 2007JUNE 30, 2008 FROM BALANCE SHEET AND STATEMENT OF OPERATIONS DATA FROM THE UNAUDITED INTERIM FINANCIAL STATEMENTS OF AMG OIL.

THE INFORMATION CONTAINED IN THESE TABLES SHOULD BE READ IN CONJUNCTION WITH “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” HEREIN BELOW AND THE FINANCIAL STATEMENTS AND ACCOMPANYING NOTES INCLUDED HEREIN.

Our financial statements have been prepared in accordance with US GAAP. The accompanying unaudited financial information includes all adjustments considered necessary (consisting only of normal recurring adjustments) for a fair presentation. Results for the year ended September 30, 2007 and the threenine months ended December 31, 2007June 30, 2008 are not necessarily indicative of the results that may be expected for any future period.

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RISK FACTORS

An investment in AMG Oil common stock involves certain risks. In evaluating us and our business, investors should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus.

You should read the first set of risk factors in deciding whether to approve our Continuation from Nevada to Canada. You may also find it helpful to read the subsequent risk factors so you understand more clearly the risks associated with the business of AMG Oil Ltd.

This proxy statement/prospectus contains statements that plan for or anticipate the future. We believe that some of these statements are “forward-looking” statements. Forward-looking statements include statements about the future of our industry, statements about future business plans and strategies, and most other statements that are not historical in nature. In this proxy statement/prospectus, forward-looking statements use words like “anticipate,” “plan,” “believe,” “expect,” and “estimate.” However, because forward-looking statements involve future risks and uncertainties, there are factors, including those discussed below, that could cause actual results to differ materially from those expressed or implied. We have attempted to identify the major factors that could cause differences between actual and planned or expected results, but we may not have identified all of those factors. You therefore should not place undue reliance on forward-looking statements. Also, we have no obligation to publicly update forward-looking statements we make in this proxy statement/prospectus.

Risks related to the Continuance

AMG Oil may still be treated as a U.S. corporation and taxed on its worldwide income after the Continuance.

The Continuance of AMG Oil from Nevada to Canada is for corporate purposes a migration of AMG Oil from Nevada to Canada. Transactions whereby a U.S. corporation migrates to a foreign jurisdiction are considered by the United States Congress to be a potential abuse of the U.S. tax rules because thereafter the foreign entity is not subject to U.S. tax on its worldwide income. As a result, Section 7874(b) of theInternal Revenue Code of 1986, as amended (the “Code”) was enacted in 2004 to address this potential abuse. Section 7874(b) of the Code provides generally that a corporation that migrates from the United States will nonetheless remain subject to U.S. tax on its worldwide income unless the migrating entity has substantial business activities in the foreign country in which it is migrating when compared to its total business activities.

If Section 7874(b) of the Code were to apply to the migration of AMG Oil from Nevada to Canada, it would cause AMG Oil Canada to be subject to United States federal income taxation on its worldwide income. Section 7874(b) of the Code will apply to the AMG Oil migration unless AMG Oil Canada has substantial business activities in Canada when compared to its total business activities. AMG Oil’s administrative functions are located in Canada. Most of its shareholders reside in Canada, and historically most of its funds have been raised in Canada. Additionally, because it will be easier to raise additional funds as a Canadian entity (as a result of the shorter hold period and possible TSX-V listing), the Continuance is material to the achievement of AMG Oil’s overall business objectives.

If we complete the Continuance, we will no longer be subject to the quarterly report or proxy statement filing requirements and our insiders will not be subject to the insider reporting requirements under the Securities Exchange Act of 1934, as amended.

We currently file our audited annual financial statements with the SEC on Annual Reports on Form 10-KSB and our unaudited interim financial statements with the SEC on Quarterly Reports on Form 10-QSB.  Additionally, we are a reporting issuer in British Columbia.  Upon completion of the Continuation, we anticipate that we will meet the definition of a “foreign private issuer” in the United States under the Exchange Act.  As a reporting foreign private issuer, we anticipate that we will file an Annual Report on Form 20-F (a “Form 20-F Annual Report”) each year with the SEC.  The Form 20-F Annual Report will include financial statements prepared in accordance with Canadian GAAP with a reconciliation to US GAAP.  We will not be required to file interim quarterly reports on Form 10-QSB, however we will be required to file our interim financial statements and management discussion and analysis that we prepare as a reporting issuer under Canadian securities legislation with the SEC on Form 6-K.  The interim financial statements will be prepared in accordance with Canadian GAAP whereas our current Quarterly Reports on Form 10-QSB include interim financial statements prepared in accordance with US GAAP.

In addition, as a foreign private issuer, our directors, officers and 10% stockholders will not be subject to the insider reporting requirements of Section 16(b) of the Unites States Securities Exchange Act of 1934, as amended (the “Exchange Act”) and we will not be subject to the proxy rules of Section 14 of the Exchange Act.  Furthermore, Regulation FD does not apply to non-United States companies and will not apply to AMG Oil upon completion of the Continuation .

AMG Oil may be Classified as a Passive Foreign Investment Company as a Result of the Continuation.

Sections 1291 to 1298 of the Code contain the Passive Foreign Investment Company (“PFIC”) rules. These rules generally provide for punitive treatment to “U.S. holders” (as defined herein in the U.S. Tax Consequences Section) of PFICs. A foreign corporation is classified as a PFIC if more than 75% of its gross income is passive income or more than 50% of its assets produce passive income or are held for the production of passive income.

AMG Oil’s sole assets after the Continuation will be cash or cash equivalent, which are assets that produce passive income, and 100% of its gross income will be passive income. As a result, unless AMG Oil changes the composition of its assets and income, it will be classified as a PFIC as a result of the Continuation. If AMG Oil is

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classified as a PFIC, then the U.S. holders of AMG will be subject to PFIC provisions which may impose U.S. taxes, in addition to those normally applicable, on the sale of their AMG Oil stock or on distribution from AMG Oil.

Under the CBCA, the number of shareholder votes required to approve certain fundamental matters, including amendments to our articles and business combination transactions, may be less than under Nevada law with the result that these transactions may more easily be approved under the CBCA than under Nevada law.

Under the CBCA, shareholder approval by special resolution, being two-thirds approval, is required to approve certain fundamental changes, including amendments to our articles and amalgamations, which are the equivant of mergers under Nevada law. Under the CBCA, the two thirds approval is determined based upon those shareholders present at the meeting and entitled to vote on the fundamental change. While two-thirds approval is required, the number of shares required may be significantly less than 50% of the outstanding share capital, which is the requirement under Nevada law, due to the fact that the quorum requirement for shareholders meetings is only 5% of all outstanding shares. Accordingly, certain fundamental transactions may be approved under the CBCA with significantly less shareholder approval vote than under Nevada law.

We will be required to comply with the Canadian director residency requirements of the CBCA as a Result of the Continuation.

A minimum of 25% of the directors of a Canadian company must reside in Canada. Nevada law does not contain a similar provision. Accordingly, if we complete the Continuation, we will have to ensure that a minimum of 25% of our directors are residents of Canada. Our current board of directors presently meets this director residency requirement. However in the future, the director residency requirements of the CBCA may impair our ability to constitute our board of directors with the individuals that our shareholders consider to be the best candidates for our board of directors if none of these candidates are Canadian residents.

We will be required to maintain a board of directors of not less than three directors if we continue to the CBCA.

We will be a “distributing corporation” under the CBCA if we complete the Continuation. As a result, we will be required to maintain a minimum of three directors on our board of directors. This contrasts to Nevada law which does not impose any director requirement beyond having at least one director. We will meet this requirement if we complete the Continuation assuming the current constitution of our board of directors. However, in the future, we will have to ensure that we at all times have at least three directors, notwithstanding the resignation or death of any director or our inability to identify new directors.

Shareholders under the CBCA have greater rights of dissent and appraisal, with the result that dissenting shareholders may impede our ability to make fundamental corporate changes or increase the cost to us of making these changes.

Under the CBCA, our common shareholders will have the right to dissent when we amend our articles to change any provisions restricting or constraining the issue, transfer or ownership of shares of that class. Shareholders will also have dissenters’ rights when we propose to amend our articles to add, change or remove any restrictions on the business or businesses that we may carry on, amalgamate (other than a vertical short-form amalgamation with a wholly-owned subsidiary), continue to another jurisdiction, sell, lease or exchange all or substantially all of our property, or carry out a going private or squeeze-out transaction. The exercise by shareholders of their dissent and appraisal rights when we attempt to complete any of these fundamental changes could impede our ability to make fundamental corporate changes or increase the cost to us of making these changes.

The stock price of our common shares may be volatile. In addition, demand in the United States for our shares may be decreased by the change in domicile.

The market price of our common shares may be subject to significant fluctuations in response to variations in results of operations and other factors. Developments affecting the mining industry generally, including general economic conditions and government regulation, could also have a significant impact on the market price for our shares. In addition, the stock market has experienced a high level of price and volume volatility. Market prices for the stock of many similar companies have experienced wide fluctuations which have not necessarily been related to the operating performance of such companies. These broad market fluctuations, which are beyond the control of AMG Oil, could have a material adverse effect on the market price of our shares. We cannot predict what effect, if any, the Continuation will have on the market price prevailing from time to time or the liquidity of our common shares. The change in domicile may decrease the demand for our shares in the United States. The decrease may not be offset by increased demand for AMG Oil’s shares in Canada.

If we complete the Continuation, U.S. investors who obtain judgments against us or our officers or directors for breaches of U.S. securities laws may have difficulty in enforcing such judgments against us and our officers and directors.

If we complete the Continuation, we will be incorporated under the laws of a province of Canada and  the majority of our directors and officers are residents of Canada.  Consequently, it may be difficult for United States investors to effect service of process within the United States upon us or upon our directors or officers, or to enforce, inside or outside of the United States, any judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended. A judgment of a U.S. court predicated solely upon such civil liabilities may not be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained is determined by the Canadian court not to have had jurisdiction in the matter.  Furthermore, an original action might not be able to be brought successfully in Canada against any of such persons or us predicated solely upon such civil liabilities.

Risks associated with our company

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

There is a substantial doubt as to our ability to continue as a going concern. Our management has determined that our plan of operations is to acquire a business so that we would cease being a shell company. As at December 31, 2007June 30, 2008 our working capital was $1,284,775.$1,156,055. As we have no revenue producing operations, the future of our company will depend upon our ability to obtain adequate financing through the sale of our common stock. There is no guarantee that we able to obtain such financing, on favourable terms, or at all.

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

We have historically incurred losses and these losses are expected to continue in the future. We have never been profitable. At December 31, 2007,June 30, 2008 we had an accumulated deficit of $2,910,057.$3,060,161. In order to become profitable, we will need to generate significant revenues through an acquisition of an oil and gas interest that leads to a commercial discovery of hydrocarbons to offset our cost of revenues and general and administrative expenses. We may not achieve or sustain our revenue or profit objectives and our losses may increase in the future. ,

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

These factors include, but are not limited to:

(a) we currently do not own any interest in any oil or gas properties;

(b) our plan of operations is to attempt to acquire an interest in an oil and gas property;

(c) we will compete with other companies engaged in the oil and gas industries for properties of merit, such competitors will have greater financial resources than us;

(d) we anticipate that our ability to acquire an interest in an oil and gas property will be contingent upon raising sufficient financing to enable us to acquire such interest and if we are successful in acquiring such interest, we will likely need additional financing to carry out the necessary exploration work;

(e) our inability to find a suitable oil and gas property;

(f) our inability to raise the working capital to maintain our operations;

(g) our inability to raise the working capital necessary to acquire a suitable oil and gas interest and to maintain the work requirements after acquisition;

(h) our inability to discover hydrocarbons that are commercially viable; and

(i) general economic and political conditions.

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

(a) our need to find a suitable oil and gas interest;

(b) our need to raise working capital to maintain our operations and to have sufficient capital to acquire a suitable oil and gas interest;

(c) our need to discover hydrocarbons that are commercially viable; and

(d) our need to manage operations.

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

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

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

Robert Pollock owns 8,600,000 shares of our common stock, which equates to 37.1% of our issued and outstanding stock, as of the date hereof. Due to his stock ownership, Robert Pollock is able to effect control to elect our board of directors and, therefore, to control our business and affairs, including certain significant corporate actions.

The market for our common stock is limited.

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

Penny stock rules limit the liquidity of our common stock.

Our common stock may now and in the future be subject to the penny stock rules under the Exchange Act. These rules regulate broker-dealer practices for transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These additional penny stock disclosure requirements are burdensome and may reduce the trading

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activity in the market for our common stock. As long as the common stock is subject to the penny stock rules, holders of our common stock may find it more difficult to sell their securities.

We have never paid cash dividends on our common stock.

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

Limited Financial Resources.

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

An investment in AMG Oil will likely be diluted.

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

CONTINUATION PROPOSAL

Background to the Continuation proposal

The Board of Directors of AMG Oil has determined that it is advisable for AMG Oil to continue from Nevada to Canada. Management has determined that a Continuation will be the most effective means of achieving the desired change of domicile. Nevada corporate law allows a corporation that is incorporated under Nevada law to convert into a foreign entity pursuant to a conversion approved by the stockholders of the Nevada corporation.

Under the proposed Continuation, if the stockholders approve the Continuation, then articles of conversion will be filed with the Secretary of State of Nevada. Articles of Continuance will also be filed with the Director of Business Corporations in Canada. Upon the filing and subsequent receipt of a Certificate of Continuance from the Director of Business Corporation in Canada, AMG Oil will be continued as a Canadian corporation and will be governed by the laws of Canada. The assets and liabilities of the Canadian corporation immediately after the Continuation will be identical to the assets and liabilities of the Nevada company immediately prior to the Continuation. The current officers and directors of the Nevada company will be the officers and directors of the Canadian corporation. The change of domicile will not result in any material change to the business of AMG Oil and will not have any effect on the relative equity or voting interests of our stockholders. Each previously outstanding share of AMG Oil common stock will become one share of the Canadian corporation. The change in domicile will, however, result in changes in the rights and obligations of current AMG Oil stockholders under applicable corporate laws. For an explanation of these differences see “Comparative Rights of Stockholders” on page 24 of this proxy statement/prospectus. In addition, the Continuation may have material tax consequences to stockholders which may or may not be adverse to any particular stockholders depending on the stockholder’s particular circumstances. For a more detailed explanation of the tax consequences, see “Material United States Federal Tax Consequences” and “Material Canadian Income Tax Consequences” on pages 18 to 23,21 , respectively, of this proxy statement/prospectus.

Pursuant to NRS 92A.105, the board of directors of AMG Oil has adopted the Plan of Conversion, which will be voted upon by the shareholders of AMG Oil Ltd., the effect of which will be to change the domicile of AMG Oil from Nevada to Canada. Such resolution shall be submitted to the stockholders of AMG Oil at the special meeting. Due notice of the time, place and purpose of the meeting shall be mailed to each holder of stock, whether voting or non-voting, at the address of the stockholder as it appears on the records of the corporation, at least 10 days prior to

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the date of the meeting. At the meeting, the Plan of Conversion shall be considered and a vote taken for its adoption or rejection. If the holders of a majority of the outstanding shares of AMG Oil vote for the adoption of the Plan of Conversion, we will then file articles of conversion with the Secretary of State of Nevada. The current officers and directors of the Nevada company will be the officers and directors of the Canadian company. Upon the filing of the articles of conversion in accordance with the NRS 92A.205 and payment to the Nevada Secretary of State of all fees prescribed thereto, together with the compliance with all other requirements, the Continuation shall become effective in accordance with the NRS 92A.240. Upon receipt of the Articles of Continuance and payment of all applicable fees, the Director under the CBCA shall issue a Certificate of Continuance, and the Continuance shall be effective on the date shown in the Certificate of Continuance.

Reasons for the change in domicile

We believe that the Continuance to Canada will more accurately reflect our operations, which have always been head quartered in and managed from Canada, and the principal market for our common stock which is in Canada. Our Board of Directors also believes that continuing AMG Oil to Canada more accurately reflects the nature of our business because it is the jurisdiction from which our business has always been financed. Furthermore, all of our officers and directors, are located in Canada, and a majority of our issued and outstanding common stock is owned of record by non-United States residents. Finally, the Continuance will improve our ability to subsequently raise capital financing in that it will enable us to issue securities with a four month hold period to Canadian investors. Recent changes to Rule 144 to the Exchange Act will prevent resales of securities which we issue until more than one year after we cease being a shell company.

Charter Documents following the Continuance

Upon completion of the Continuance, our charter documents will be comprised of the Articles of Continuance and the Bylaws, in the forms attached hereto as Appendix C and D, respectively.

Authorized Capital Following Continuance

The Articles of Continuance of AMG Oil Canada will provide that the authorized capital of the AMG Oil Canada will be 100,000,000 common shares without par value. AMG Oil Nevada’s articles of incorporation presently provide that our authorized capital is 100,000,000 shares of common stock. Accordingly, there will be no increase to our authorized capital as a result of the Continuation.Continuation .

Financial Statement Reporting

In addition to our status as a reporting issuer in the United States, we are also a reporting issuer in British Columbia. Accordingly, upon completion of the Continuation, we will be required to prepare our annual and interim financial statements in accordance with Canadian GAAP.

We presently prepare our financial statements in accordance with US GAAP. We file our audited annual financial statements with the SEC on Annual Reports on Form 10-KSB and our unaudited interim financial statements with the SEC on Quarterly Reports on Form 10-QSB. Upon completion of the Continuation, we anticipate that we will meet the definition of a “foreign private issuer” in the United States under the Exchange Act. As a reporting foreign private issuer, we anticipate that we will file a Form 20-F Annual Report each year with the SEC. The Form 20-F Annual Report will include financial statements prepared in accordance with Canadian GAAP with reconciliation to US GAAP. We will not be required to file interim quarterly reports on Form 10-QSB, however we will be required to file our interim financial statements and management discussion and analysis that we prepare as a reporting issuer under Canadian securities legislation with the SEC on SEC Form 6-K. The interim financial statements will be prepared in accordance with Canadian GAAP whereas our current Quarterly Reports on Form 10-QSB include interim financial statements prepared in accordance with US GAAP.

In addition, as a foreign private issuer, our directors, officers and 10% stockholders will not be subject to the insider reporting requirements of Section 16(b) of the Exchange Act and we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation FD does not apply to non-United States companies and will not apply to AMG Oil upon the conversion.

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Effective time of the Continuation

The Continuation will become effective upon:

• adoption of the Plan of Conversion and approval of the Continuation Special Resolutions by the stockholders of AMG Oil at the special meeting or any adjournment thereof;

• the delivery of articles of conversion to the Nevada Secretary of State in accordance with NRS 92A.205; and

• the issuance of a Certificate of Continuance by the Director of Business Corporations under the CBCA in accordance with Sections 187 and 262 of the CBCA.

We anticipate that the articles of conversion and Articles of Continuance will be filed promptly after the special meeting of AMG Oil stockholders.

Conditions to the consummation of the Continuation

The Board of Directors of AMG Oil has adopted and approved the Continuation. Therefore, the only condition required for AMG Oil to adopt the Continuation and become continued into Canada is that the stockholders must duly approve the Continuation pursuant to the proposed Continuation Special Resolutions. The only material consent, approval or authorization of or filing with any governmental entity required to consummate the Continuation are the approval of the stockholders of AMG Oil in accordance with Nevada corporate law, the filing of the articles of conversion with the Nevada Secretary of State and the filing of Articles of Continuance with the Director of Business Corporations under the CBCA.

Exchange of share certificates

No exchange of certificates that, prior to the Continuation, represented shares of AMG Oil common stock is required with respect to the Continuation and the transactions contemplated by it. Promptly after the effective time of the Continuation, we shall mail to each record holder of certificates that immediately prior to the effective time of the Continuation represented shares of our common stock, a letter of transmittal and instructions for use in surrendering those certificates. Upon the surrender of each certificate formerly representing AMG Oil stock, together with a properly completed letter of transmittal, we shall issue in exchange a share certificate of AMG Oil Ltd., the Canadian company, and the stock certificate representing shares in the Nevada company shall be cancelled. Until so surrendered and exchanged, each AMG Oil stock certificate shall represent solely the right to receive shares in the new company.

Warrants and stock options

As of the effective time of the Continuation, all warrants and options to purchase shares of AMG Oil common stock granted or issued prior to the effective time of the Continuation will remain warrants and options to purchase shares in AMG Oil as continued under the CBCA.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE CONTINUATION DESCRIBED IN THIS PROXY/PROSPECTUS AND RECOMMENDS THAT STOCKHOLDERS APPROVE THE PLAN OF CONVERSION AND THE CONTINUATION.

In reaching its decision, the Board of Directors reviewed the fairness to AMG Oil and its stockholders of the proposed Continuation and considered, without assigning relative weights to, the following factors:

• the majority of AMG Oil Ltd.’s directors and executive officers and our current principal executive office are currently located in Canada, and always have been;

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• the majority of AMG Oil Ltd.’s shareholders are resident in Canada;

• the belief that there will be minimal United States tax consequences of the proposed Continuation;

• the belief that the proposed Continuation will gain AMG Oil access to a larger capital market; and

• the stockholders have an opportunity to vote on the proposed Continuation.

Without relying on any single factor listed above more than any other factor, but rather based upon their consideration of all such factors taken as a whole, the Board of Directors have concluded that the Continuation proposal is fair to AMG Oil and its stockholders. ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSED CONTINUATION SPECIAL RESOLUTIONS CONTAINED IN THIS PROXY/PROSPECTUS.

VOTING AND PROXY INFORMATION

Special meeting

A special meeting of the stockholders of AMG Oil will be held on < >, 2008, at < > a.m., at the offices of Lang Michener LLP, legal counsel at 1500 Royal Centre, 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 4N7 (or at any adjournments or postponements thereof) to consider and vote on a proposal to effect the proposed Continuation, which will have the effect of transferring the jurisdiction of incorporation of AMG Oil from the State of Nevada to Canada, and to vote on any other matters that may properly come before such meeting. The presence, in person or by proxy, of 5% of all share of common stock outstanding represented by shareholders of record will constitute a quorum. The vote of any stockholder who is represented at the special meeting by proxy will be cast as specified in the proxy. If no vote is specified in a duly executed and delivered proxy, such vote will be cast for the proposal. Any stockholder of record who is present at the special meeting in person will be entitled to vote at the meeting regardless of whether the stockholder has previously granted a proxy for the special meeting.

THE BOARD OF DIRECTORS OF AMG OIL HAS APPROVED THE CONTINUANCE AND RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF ITS APPROVAL.

Proxy solicitation

The total cost of soliciting proxies will be borne by us. Proxies may be solicited by officers and regular employees of AMG Oil without extra remuneration, by personal interviews, telephone and by electronic means. We anticipate that banks, brokerage houses and other custodians, nominees and fiduciaries will forward soliciting material to stockholders and those persons will be reimbursed for the related out-of-pocket expenses they incur.

Record date

Only those stockholders of record at the close of business on < >, as shown in AMG Oil Ltd.’s records, will be entitled to vote or to grant proxies to vote at the special meeting.

Vote required for approval

Approval of AMG Oil Ltd.’s proposed Continuation Special Resolutions require the affirmative vote of a majority of our outstanding shares of common stock. Abstentions and broker “non-votes” will have the effect of votes against the Continuation. As of March 14,July 31 , 2008, , there were 23,200,000 shares of common stock issued and outstanding. The directors and executive officers of AMG Oil directly own, in the aggregate, 191,840 shares (approximately 0.8%) of the total number of shares of AMG Oil common stock outstanding at the record date. These persons have indicated that they will vote all of their shares for the approval of the Continuation Special Resolutions. Additionally, Mr. Pollock owns 8,600,000 shares (approximately 37.1%), and has also indicated that he will vote his shares for the approval of the Continuation Special Resolution.

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Proxies instruction

Each AMG Oil stockholder as of < >, 2008, will receive a proxy card. A stockholder may grant a proxy to vote for or against, or to abstain from voting on, the Continuation Special Resolutions by marking his/her proxy card appropriately and executing it in the space provided.

Holders of our common stock whose names appear on the stock records of AMG Oil should return their proxy card to our transfer agent, Computershare Trust Company, Inc. by mail to Proxy Services c/o Computershare, P.O. Box 43126, Providence, Rhode Island, U.S.A., 02940-5138 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the special meeting, or at the address of the office of the Company at 2800 - 600 17th Street, South Denver, CO, U.S.A. 80202-5402, at any time up to and including the last business day that precedes the day of the special meeting or, if the special meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the special meeting on the day of the special meeting or any reconvening thereof, or in any other manner provided by law, in the envelope provided with the proxy card. Stockholders who hold their common stock in the name of a bank, broker or other nominee should follow the instructions provided by their bank, broker or nominee on voting their shares.

TO BE EFFECTIVE, A PROXY CARD MUST BE RECEIVED PRIOR TO THE SPECIAL MEETING. ANY PROPERLY EXECUTED PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATION INDICATED ON THE PROXY CARD. A PROPERLY EXECUTED AND RETURNED PROXY CARD IN WHICH NO SPECIFICATION IS MADE WILL BE VOTED FOR THE CONTINUATION SPECIAL RESOLUTIONS.

There will be no other matters presented at the special meeting.

Proxy revocation

Holders of AMG Oil common stock whose names appear on the stock records of AMG Oil may revoke their proxy card at any time prior to its exercise by:

• giving written notice of such revocation to the Secretary of AMG Oil Ltd.;

• appearing and voting in person at the special meeting; or

• properly completing and executing a later-dated proxy and delivering it to the Secretary at or before the special meeting.

Presence without voting at the special meeting will not automatically revoke a proxy, and any revocation during the meeting will not affect votes previously taken. AMG Oil stockholders who hold their AMG Oil common stock in the name of a bank, broker or other nominee should follow the instructions provided by their bank, broker or nominee in revoking their previously voted shares.

Proxy validity

All questions as to the validity, form, eligibility (including time of receipt), and acceptance of proxy cards will be determined by the AMG Oil Board of Directors. Any such determination will be final and binding. The AMG Oil Board of Directors will have the right to waive any irregularities or conditions as to the manner of voting. AMG Oil may accept proxies by any reasonable form of communication so long as AMG Oil can be reasonably assured that the communication is authorized by the AMG Oil stockholder.

DISSENTERS’ RIGHTS

Under Section 92A.120 of the Nevada Revised Statutes, the approval of the board of directors of a company and the affirmative vote of the holders of at least a majority-in-interest of its outstanding shares are required to approve and

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adopt a plan of conversion. Our board of directors has approved and adopted our Plan of Conversion by unanimous written consent, and we expect our shareholders to approve the conversion after the effectiveness of the registration statements of which this information statement/prospectus is a part. If the conversion is completed, eligible holders of AMG Oil Nevada common stock that follow the procedures summarized below will be entitled to dissenters’ rights under Sections 92A.300 to 92A.500 of the Nevada Revised Statutes.

The following is a discussion of the material provisions of the law pertaining to dissenters’ rights under the Nevada Revised Statutes as set forth in Sections 92A.300 to 92A.500 of the Nevada Revised Statutes, a copy of which is attached hereto as Appendix E. You should read Appendix E in its entirety. A person having a beneficial interest in shares of our common stock held of record in the name of another person, such as a broker or nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect their dissenters’ rights. Failure to properly demand and perfect dissenters’ rights in accordance with Sections 92A.300 to 92A.500 of the Nevada Revised Statutes will result in the loss of dissenters’ rights.

Eligible AMG Oil Nevada shareholders who wish to assert dissenters’ rights must not consent to or approve the conversion proposal and must follow the steps set forth in the dissenters’ notice described below.

When the conversion/continuance is authorized by the shareholders, AMG Oil Nevada will send a written dissenters’ notice to all eligible shareholders who provided timely notice of their intent to demand payment for their shares and who did not consent to the conversion/continuance, within 10 days after effectuation of the conversion/continuance. The notice will:

• state where the demand for payment must be sent and where and when certificates for AMG Oil Nevada shares are to be deposited;

• inform the holders of shares not represented by certificates to what extent the transfer of shares will be restricted after the demand for payment is received;

• supply a form for demanding payment;

• set a date by which we must receive the demand for payment, which may not be less than 30 or more than 60 days after the date the notice is delivered; and

• be accompanied by a copy of Sections 92A.300 through 92A.500 of the NRS;

An eligible shareholder to whom a dissenters’ notice is sent must, by the date set forth in the dissenter’s notice:

• demand payment;

• certify whether he or she acquired beneficial ownership of the shares before the date required to be set forth in the dissenter’s notice for this certification; and

• deposit his or her certificates in accordance with the terms of the dissenter’s notice.

Eligible shareholders who do not demand payment or deposit their certificates where required, each by the date set forth in the dissenter’s notice, will not be entitled to demand payment for their shares under Nevada law governing dissenters’ rights.

Within 30 days after receipt of a valid demand for payment, we will pay each dissenter who complied with the procedures described by the Nevada dissenters’ rights statute the amount we estimate to be the fair value of the shares, plus accrued interest. The payment will be accompanied by:

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• our balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that fiscal year, a statement of changes in shareholders’ equity for that fiscal year and the latest available interim financial statements, if any;

• a statement of our estimate of the fair value of the shares;

• an explanation of how the interest was calculated;

• a statement of dissenters’ rights to demand payment under Section 92A.480 of the NRS; and

• a copy of Sections 92A.300 through 92A.500 of the NRS.

An eligible dissenter may notify us in writing of the dissenter’s own estimate of the fair value of the shares and interest due, and demand payment based upon his or her estimate, less our estimated fair value payment, or reject the offer for payment made by us and demand payment of the fair value of the dissenter’s shares and interest due if the dissenter believes that the amount paid or offered is less than the fair value of the dissenter’s shares or that the interest due is incorrectly calculated. A dissenter waives his right to demand such payment unless the dissenter notifies us of his demand in writing within 30 days after we made or offered payment for the dissenter’s shares.

If a demand for payment remains unsettled, we will commence a proceeding within 60 days after receiving the demand for payment and petition the court to determine the fair value of the shares of AMG Oil Nevada common stock and accrued interest. If we do not commence the proceeding within the 60-day period, we will be required to pay each dissenter whose demand remains unsettled the amount demanded.

Each dissenter who is made a party to the proceeding is entitled to a judgment:

• for the amount, if any, by which the court finds the fair value of the dissenter’s shares, plus interest, exceeds the amount paid by us; or

• for the fair value, plus accrued interest, of the dissenter’s after-acquired shares for which we elected to withhold payment pursuant to Nevada law.

Under Nevada law, the fair value of shares of AMG Oil Nevada common stock means the value of the shares immediately before the consummation of the conversion, excluding any increase or decrease in value in anticipation of the conversion unless excluding such increase or decrease is inequitable. The value determined by the court for the AMG Oil Nevada common stock could be more than, less than, or the same as the conversion consideration, but the form of consideration payable as a result of the dissent proceeding would be cash.

The court will determine all of the costs of the proceeding, including the reasonable compensation and expenses of any appraisers appointed by the court. The court will assess the costs against us, except that the court may assess costs against all or some of the dissenters, in the amounts the court finds equitable, to the extent that the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment. The court may also assess the fees and expenses of the counsel and experts for the respective parties, in amounts the court finds equitable:

• against us in favor of all dissenters if the court finds we did not substantially comply with the Nevada dissenters’ rights statute; or

• against either us or a dissenter in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the dissenters’ rights provided under the Nevada dissenters’ rights statute.

If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against us, the court may award to those counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.

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If a proceeding is commenced because we did not pay each dissenter who complied with the procedures described by the Nevada dissenters’ rights statute the amount we estimated to be the fair value of the shares, plus accrued interest, within 30 days after receipt of a valid demand for payment, the court may assess costs against us, except that the court may assess costs against all or some of the dissenters who are parties to the proceeding, in amounts the court finds equitable, to the extent the court finds that such parties did not act in good faith in instituting the proceeding. The assessment of costs and fees, if any, may also be affected by Nevada law governing offers of judgment.

The foregoing summary of the material rights of eligible dissenting shareholders does not purport to be a complete statement of such rights and the procedures to be followed by shareholders desiring to exercise any available dissenters’ rights. The preservation and exercise of dissenters’ rights require strict adherence to the applicable provisions of Nevada law.

MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES

The following section summarizes the material United States federal income tax consequences of the Continuance to AMG OilContinuation to the “U.S. holders” (as defined below) of AMG Oil Ltd.. It does not purport to discuss all of the United States consequences that may be relevant to stockholders, nor will it apply to the same extent or in the same way to all stockholders. The summary does not describe the effect of the U.S. federal estate tax laws or the effects of any state or local tax law, rule or regulation, nor is any information provided as to the effect of any other United States or foreign tax law, other than the federal income tax laws of the United States to the extent specifically set forth herein. Moran & Ozbirn, P.C., special United States tax counsel to AMG Oil Ltd.("AMG".), has rendered the opinions and approved the “Material United States Federal Tax Consequences” section set forth herein. Notwithstanding that it has been approved by U.S. tax counsel, this discussion and any conclusionsthe opinions contained thereinherein are not a guarantee of results and neither bind the IRS or the courts nor preclude the IRS nor a court from adopting a contrary position. In addition, no assurance can be given that new or future legislation, regulations or interpretations will not significantly change the tax considerations described below, and any such change may apply retroactively. The tax discussion set forth below is based upon the facts set out in this proxy statement/prospectus and upon additional information possessed by the management of AMG Oil and upon representations of the management of AMG Oil Ltd.AMG.

The tax discussion is included for general information purposes only. It is not intended to be, nor should it be construed to be, legal or tax advice to any particular stockholder and does not address all aspects of taxation that may be relevant to individual circumstances and tax situation of any particular shareholder.

You are strongly advised and are expected to consult with your own legal and tax advisors regarding the United States income tax consequences of the Continuance in light of your particular circumstances.

This discussion applies to AMG Oil and to stockholders who are U.S. holders that own common shares of AMG Oil Ltd.AMG. U.S. holders include individual citizens or residents of the United States, corporations (or entities treated as corporations for U.S. federal income tax purposes) organized under the laws of the United States or any State thereof or the District of Columbia, U.S. trusts and U.S. estates. U.S. trusts are trusts that are subject to U.S. federal income taxation regardless of source of income and generally include trusts that are subject to the primary supervision of a U.S. court and that are under the control of one or more U.S. persons with respect to substantial trust decisions. A U.S. estate is an estate that is subject to U.S. federal income taxation regardless of the source of the income. U.S. holders who own interests indirectly through partnerships or through one or more non-U.S. entities or carry on business outside the United States through a permanent establishment or fixed place of business, or U.S. holders who hold an interest other than as a common shareholder, should consult with their tax advisors regarding their particular tax consequences.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), adopted and proposed regulations thereunder, Internal Revenue Service (IRS) rulings and pronouncements, and judicial decisions, all of which are subject to change, perhaps with retroactive effect. Any such change could alter the tax consequences discussed below. No ruling from the IRS will be requested concerning the U.S. federal income tax consequences of the Continuance. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular U.S. holders in light of their personal circumstances or to U.S. holders subject to special treatment

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under the U.S. Code, including, without limitation, banks, financial institutions, insurance companies, tax-exempt organizations, broker-dealers, S corporations, individual retirement and other deferred accounts, application of the alternative minimum tax rules, holders who received our stock as compensation, persons who hold notes or stock as part of a hedge, conversion, or constructive sale transaction, straddle, or other risk-reduction transaction, persons that have a “functional currency” other than the U.S. dollar, and persons subject to taxation as expatriates. This summary does not address the material U.S. federal income tax consequences to a U.S. holder of the ownership, exercise, or disposition of any warrants or compensatory options.

U.S. tax consequencesRepresentations of AMG

In connection with the discussion and opinion set forth herein, AMG has represented to Moran & Ozbirn the following:

• AMG Oil Ltd.

  The Continuanceis currently a corporation incorporated under the laws of the state of Nevada;

• AMG, Oilthrough a process known as a conversion under Nevada corporate law, and known as a continuation under Canada corporate law, will change its jurisdiction of incorporation from Nevada to the Canadian federal jurisdiction under the Canada isBusiness Corporations Act;
• AMG maintains, and has maintained since its inception, permanent offices in Canada where its management employees are located;
• AMG has no employees in the United States, and its office located in the United States consists solely of a mailing address where, for corporate purposes a migrationfee, a third-party contractor forwarded it mail to its address in Canada;
• The mind and management of AMG, Oilas that term is defined in Canadian tax law, is, and has been since the formation of AMG, located in Canada;
• The only assets of AMG are cash;
• AMG currently has no sales or operations;
• AMG has raised more than 90% of its funds from NevadaCanadian investors and currently the owner of more than 75% of the shares of AMG are Canadian residents;
• The only business activities of AMG were drilling oil wells in New Zealand.  The wells were dry holes and AMG has been inactive since 2003; and
• AMG believes that the ability to Canada. Theraise additional capital is attributed to the achievement of its overall business objectives and that it will be easier to raise additional funds as a corporation governed by the Canada Business Corporations Act.
• AMG is not moving its place of incorporation from the United States Congress considered transactions wherebyto Canada to avoid U.S. corporations migratecorporate income taxes.
• AMG has a fiscal year which ends on September 30 and will continue to a foreign jurisdiction to be a potential abuseuse that fiscal year after the Continuation.

Application of Section 7874 of the U.S. tax rules because thereafter the foreign entity is not subject to U.S. tax on its worldwide income. As a result, Code

Section 7874(b)7874 of the Internal Revenue Code (the "Code") was enacted in 2004 to addressdiscourage U.S. corporations from migrating to non-U.S. jurisdictions to avoid U.S. corporate income taxation.  To accomplish this potential abuse.objective, Section 7874(b)7874 of the Code, provides generally thatif applicable, may result in the new entity being liable for U.S. income tax even when it is not a U.S. corporation. Section 7874 of the Code does not apply to the migration of a corporation that migrates from the United States will nonetheless remain subjectU.S. to U.S. tax on its worldwide income unlessa non-U.S. jurisdiction where the migrating entity has substantial business activities in the foreign country in whichnon-U.S. jurisdiction it is migrating to when compared to its total business activities.activities

The term “substantial business activities”Continuation is defined in Treasury Regulationconsidered a migration of AMG from the U.S. to Canada.  Section 1.7874 -2T. The regulations state that the determination as to whether a corporation has substantial business activities in a particular country is to be made based on all the facts and circumstances, but thereafter lists certain factors that are considered in determining whether a company has substantial business activities in a country in question. Relevant factors include (1) historical presence in the country in question, (2) operations (including sales) in the country in question, (3) the presence of management and performance of management services in the country in question, (4) ownership by investors in the country in question, and (5) whether the existence of business activities in the country in question are material to the achievement of the company’s overall business objections.

Section 7874(b)7874 of the Code will apply to the AMG Oil migrationContinuation unless AMG Oilis considered to have substantial business activities in Canada when compared to the total business activities of AMG.  If applicable, Section 7874 of the Code will cause AMG to be liable for U.S. corporate income taxes even after the Continuation.

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To determine whether a migrating corporation has substantial business activities in Canada when compared to its total business activities. activities, the regulations under Section 7874 of the Code provide for both a safe harbor test and a facts and circumstances test.

AMG Oil’s permanent officecannot satisfy the safe harbor test and, thus, must rely on the facts and circumstances test.  The facts and circumstances test lists five factors to consider, namely, historical business activities, current business activities, location of management activities, and ownership and existence of business activities that are material to the achievement of AMG's overall business objectives.

AMG has no current business activities, so the location of its current business activities is irrelevant.  AMG's past business activities were to drill a dry hole in New Zealand, so this factor is not helpful.  All of AMG's management employeesand management personnel are located in Canada, and have been since inception.AMG's stock is predominantly owned by Canadians, so the third and fourth factors indicate that AMG Oil’s only presencebusiness activities in the United States is a mail drop. AMG Oil Ltd.’s “mind and management,” as defined under Canadian tax law, is, and always has been, in Canada. AMG Oil Ltd., has no operations or sales. Its only asset consists of cash, having drilled dry holes in New Zealand. AMG Oil Ltd., raised all of its funds from Canadian investors, and though it currently has some U.S. shareholders, more than 75% of its existing shareholdersCanada are Canadian residents. Additionally, because it may be easier to raise additional funds as a Canadian entity (as a result of the shorter hold period), the continuance is material to the achievement of AMG Oil Ltd.’s overall business objective.

AMG Oil intends to take the position that it has substantial business activity in Canada in relation to its worldwideoverall business activity.  Material to achieving AMG's business objectives is raising additional capital.  Because this activity will occur in Canada, and is easier if AMG is a Canadian corporation, there is an argument that the fifth factor also indicates that AMG's business activities in Canada are substantial.  The application of this factor is uncertain because raising additional capital may not be considered a "business activity."


The tests set forth in the regulations do not apply easily to AMG because of its lack of any business activities or business assets.  The regulations do, however, seem to contemplate that the tests are to be applied given each corporation's individual circumstances.  The preamble to the regulations explains that the reason for the substantial business activity exception to the provision of Section 7874 is to prevent tax avoidance by preventing U.S. companies from migration to a jurisdiction in which they have no bona fide connection.  AMG is not moving its place of incorporation from the United States to Canada to avoid U.S. corporate income taxes.  AMG clearly has a bona fide connection to Canada.  While not explicitly a part of the substantial activities test set forth in the regulations, the lack of tax motivation of AMG and the bona fide connection of AMG to Canada should be considered.

Based on the foregoing authority, Moran & Ozbirn is of the opinion that it is more likely than not that AMG will be considered as having substantial business activities in Canada when compared to its overall business activities so that Section 7874(b)7874 of the Code doeswill not apply to the Continuation to cause AMG Oil Ltd., after the migration,to continue to be subject to U.S. corporate income tax on its worldwide income. Because of the inherently factual nature of the inquiry, U.S. tax counsel expresses no view on whether AMG Oil has substantial business activities in Canada in relation to its worldwide business activities and whether Section 7874(b) of the Code will apply totaxes after the Continuation.

If AMG Oil does not have substantial business activities in Canada, and if Section 7874(b) of the Code were to apply to the migration of AMG Oil from Nevada to Canada, it would cause AMG Oil Canada to be subject to United States federal income taxation on its worldwide income. The position adopted by AMG Oil may be challenged by the U.S. tax authorities with the result that AMG Oil may remain subject to U.S. federal income tax on its worldwide income even after the Continuance. In addition to U.S. income taxes, were Section 7874(b) of the Code to apply to AMG Oil Ltd., AMG Oil could be subject to penalties for failure to file U.S. tax returns, late fees and interest on past due taxes.  The remainder of this discussion assumes that Section 7874(b)7874 of the Code doeswill not apply to AMG Oil Ltd.

The Continuance of AMG Oil from Nevada to Canada is, for U.S. federal income tax purposes, treated as the transfer of the assets of AMG Oil to a Canadian company in exchange for stock of the Canadian company, followed by a distribution of the stock in the Canadian company to the stockholders of AMG Oil Ltd., and then the exchange

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by AMG Oil Nevada’s stockholders of their AMG Oil Nevada stock for AMG Oil Canada stock. AMG Oil must recognize a gain on the assets held by it at the time of the Continuance to the extent that the fair market value of any assets exceeds its respective basis. The calculation of any potential gain is made separately for each asset held by AMG Oil Nevada. No loss will be allowed for any asset that has a taxable basis in excess of its fair market value. Management of AMG Oil does not believe the fair market value of any of its assets exceeds their tax basis. Therefore, management is of the view that no gain should be recognized by AMG Oil as a result of the Continuance.

U.S. tax consequencesTax Consequences to U.S. and Canadian shareholdersShareholders 

The ContinuanceFor U.S. income tax purposes, the Continuation is deemed to be a transfer by AMG Oil Ltd., a Nevada corporation ("AMG Nevada"), of its assets to AMG Oil Ltd., a Canadian corporation ("AMG Canada"), in exchange for the stock of AMG Canada, which stock AMG Nevada will distribute to its shareholders in a liquidating distribution.  Absent applicable non-recognition provisions, AMG Nevada would be treated byrequired to recognize gain on the transfer of its assets to AMG Canada, and the shareholders asof AMG Nevada would be required to recognize gain on the exchange of their shares for shares of AMG Canada.

Section 368 of the Code provides that certain corporate reorganization transactions can be conducted without the recognition of gain or loss to the corporation transferring assets to another corporation or to the shareholders exchanging their shares in one corporation for shares in another corporation.  Section 368(a)(1)(F) of the Code includes as one of the types of reorganization transactions that can be conducted without the recognition of gain "a mere change in identity, form, or place of organization of one corporation, however effected."

Because AMG Canada is a non-U.S. corporation, in addition to satisfying the requirements of Section 368 of the Code, the Continuation must also meet certain requirements set forth within Section 367 of the Code to avoid the recognition of gain.  Section 367 of the Code generally applies to require the recognition on gain on certain transactions to non-U.S. corporations by U.S. persons (which include U.S. individual citizens or residents and U.S. corporations).  The transfer by AMG Nevada of its assets to AMG Canada is deemed to be a transfer to a non-U.S. corporation by a U.S. person.

In the opinion of Moran & Ozbirn, the Continuation will qualify as a reorganization under Section 368(a)(1)(F) of the Code.  As a result, the shareholders of stock in a Nevada company for stock of the Canadian company. The shareholdersAMG will not be required to recognize any U.S. gain or loss on this transaction. A shareholder’s adjusted basis in the transfer of their shares of AMG Oil Canada received in the exchange will be equal to such shareholder’s adjusted basis in theNevada for shares of AMG OilCanada.  As discussed below, Section 367 of the Code will require AMG to recognize gain on the transfer of its assets to AMG Canada.  However, but for the requirements of Section 367 of the Code, Section 368(a)(1)(F) would allow this transfer to be made tax free.

Section 367 of the Code will require AMG Nevada surrendered into recognize gain on the exchange. A shareholder’s holding period intransfer of its assets to AMG Canada.  Because AMG's only assets consist of cash, which has a basis equal to its fair market value, there should be no gain on the sharestransfer to recognize.  In our opinion, pursuant to Treasury Regulations Section 1.367(a)-3, Section 367 of the Code will not require the shareholders of AMG Oil Canada received into recognize gain on the exchange should include the period of time during which such shareholder held his or hertheir shares in AMG Oil Nevada. Because the Continuation qualifies as an “F” reorganization under the Code, there are no U.S. tax consequences to any of the current stockholders of our company. The rule applies whether or not the stockholders are residents or citizens of the U.S. or of a country other than the U.S.

Passive Foreign Investment Company considerationsConsiderations

Sections 1291 to 1298 of the Code contain the Passive Foreign Investment Company (“PFIC”("PFIC") rules. These rules provide generally that if 75% or more of a foreign corporation’s gross income for the taxable year or 50% or more of the average percentage of assets held by such corporation during the taxable year produces passive income or are held for the production of passive income, then such foreign corporation is a PFIC. Once an entity is classified as a PFIC, it continues to be classified as a PFIC for all future years.

The determination as to whether a foreign corporation is a PFIC is normally made at the end of its taxable year. There is, however, an exception for new corporations. Under the so-called “start up year” rule, a new foreign corporation is not treated as a PFIC even if it fails the gross income and asset test described above, where in each of the subsequent two year ends less than 75% of its gross income is passive income and less than 50% of its assets produce passive income. Because AMG Canada is, for U.S. tax purposes, treated as a new foreign corporation, Moran & Ozbirn is of the opinion that it would appear thisis more likely than not that the start up year rule wouldwill apply. There is, however, no explicit guidance on this point. If the start up year rule applies to AMG, Oil, it must change the composition of its assets and income by September 30, 2009 to avoid being classified as a PFIC.

U.S. holders of a PFIC are required to pay certain additional taxes, referred to as the deferred tax amount, on the sale or exchange of stock in a PFIC or upon the receipt or distribution from a PFIC. All or a portion of the gain realized from the sale of stock of PFIC will be taxed as ordinary income. In addition, certain stock for stock exchanges that would otherwise be tax free are taxable if the U.S. holder is transferring shares of a PFIC. Section 1295 of the Code provides that U.S. holders may, in certain circumstances, elect to have a PFIC taxed as a “Qualified Electing Fund” (“QEF”). U.S. holders of a QEF are required to include in their income currently their pro rata share of the PFIC’s income, but are not required to pay the deferred tax amount, referred to above, on the sale of their stock in a PFIC or upon distribution from a PFIC. A complete discussion of the PFIC rules, and the advisability and/or ability of any U.S. holders to elect QEF are beyond the scope of this discussion. U.S. holders are urged to consult with their own U.S. tax advisors to determine the possible impact of the PFIC rules upon them and as to the advisability of a QEF election.

Post-Continuance saleSale of AMG Oil Canada sharesShares

A

Subject to the PFIC rules, discussed above, a U.S. shareholder who sells his or her shares of AMG Oil Canada will generally recognize a long term capital gain (or loss). The amount of capital gain (or loss) will equal to the amount by which the cash received pursuant to the sale of the shares exceeds (or is exceeded by) such holder’sholder's adjusted basis in the shares surrendered. If the U.S. shareholder’sshareholder's holding period for the AMG Oil Canada shares (which includes the holding period for the AMG Oil Nevada shares) is less than one year, the U.S. shareholder will recognize a short term capital gain (or loss) on the sale of his or her shares. Individuals are subject to a lower rate of federal income tax (currently 15%) on long term capital gains, while short term capital gains are

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subject to the same tax rate as is ordinary income. There are limitations on the ability of taxpayers to utilize both long term and short term capital losses.

Post-Continuance dividendsDividends on AMG Oil Canada sharesShares

Any dividends received by U.S. shareholders of AMG Oil Canada will, assuming AMG Oil is not a passive foreign investment company, be qualified dividends. Individual shareholders are currently subject to United States federal income tax on qualified dividends at a 15% rate. Any Canadian tax withheld by Canada Customs & Revenue Agency on such dividends will be available as a foreign tax credit to the U.S. shareholders. The amount of the Canadian taxes that can be used as a foreign tax credit will depend on the particular tax situation of each U.S. shareholder. Each U.S. shareholder should consult with a tax advisor regarding the calculation of any available foreign tax credit available in his or her particular tax consequences.

MATERIAL CANADIAN INCOME TAX CONSEQUENCES

In the opinion of Lang Michener LLP, Canadian tax counsel to AMG Oil, the following fairly summarizes the principal Canadian federal income tax consequences under theIncome Tax Act (Canada) (the “Canadian Act”) applicable to AMG Oil and its shareholders of the Continuation, and thereafter of holding and disposing of common shares in the capital of AMG Oil.

Comment is restricted to shareholders (each in this summary a “Holder”) of AMG Oil each of whom is an individual (other than a trust) or corporation who or which, at all material times for the purposes of the Canadian Act, holds all common shares in the capital of AMG Oil solely as capital property, acts at arm’s length with AMG Oil, and is not, a “financial institution” to which the “mark to market” rules apply, a “specified financial institution”, nor a shareholder in respect of whom AMG Oil is a “foreign affiliate” under the Canadian Act. Comment is further restricted, in the case of any Holder who is not resident in Canada for Canadian income tax purposes (in this commentary, a “Non resident Holder”), to Non-resident Holders whose common shares in the capital of AMG Oil are not used in or in the course of carrying on a business in Canada, and will not constitute “taxable Canadian property” at any particular time after the Continuation. In general, an AMG Oil common share held by a Nonresident Holder will not constitute taxable Canadian property at any particular time after the Continuation provided that neither the Non-resident Holder, nor any one or more persons with whom the Non-resident Holder does not deal at arm’s length, alone or in any combination held or had a right to acquire 25% or more of the issued shares of any class in the capital stock of AMG Oil at any time in the five years immediately preceding the particular time.

This summary assumes that AMG Oil will not, at the time of the Continuation, own shares of a corporation that is resident in Canada for the purposes of the Canadian Act or any property that is taxable Canadian property for such purposes, and will not elect pursuant to §128.1(2)(b)(i) to increase the paid-up capital of shares in its capital in respect of the Continuation.

Comment is based on the current provisions of the Canadian Act and regulations, all amendments thereto publicly proposed by the Minister of Finance of Canada to the date hereof, and counsel’s understanding of the published administrative practices of the Canada Revenue Agency (CRA). Unless otherwise expressly stated, it is assumed that all such amendments will be enacted substantially as currently proposed, and that there will be no other material change to any relevant law or administrative practice, although no assurances can be given in these respects. Except to the extent otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign tax law, nor any bilateral income tax treaty to which Canada is a party.

This summary is of a general nature only and is not, and is not to be construed as, Canadian income tax advice to any particular Holder. Each Holder is urged to obtain independent advice as to the legal and Canadian income tax implications of the Continuation, and thereafter of holding and disposing of common shares in the capital of AMG Oil, applicable to the Holder’s particular circumstances.

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The Continuation

AMG Oil

AMG Oil’s taxation year for Canadian tax purposes will be deemed to have ended immediately before the Continuation. It will be required to fix a new taxation year end for Canadian income tax purposes.

AMG Oil will also be deemed to have disposed of all its assets immediately before the Continuation for proceeds of disposition, and immediately thereafter to have acquired them at a cost, equal to their fair market value at that time. AMG Oil should not thereby incur any liability for Canadian income tax.

AMG Oil will become a resident of Canada for the purposes of the Canadian Act as a result of the Continuation, and consequently thereafter will be liable for Canadian income tax on its world-wide taxable income, if any, computed in accordance with the Canadian Act, subject only to such relief, if any, to which it may be entitled under any Canadian bilateral income tax treaty that may apply to it.

Resident Holders and Non-resident Holders

The Continuation should not give rise to any liability for Canadian income tax to any Holder, regardless of the Holder’s fiscal residence.

Disposing of common shares

Canadian Resident Holders

The normal rules for the taxation of capital gains and losses applicable before the Continuation to Holders who are resident in Canada for the purposes of the Canadian Act (each a “Resident Holder”) will continue to apply to Resident Holders in respect of a disposition of common shares in the capital of AMG Oil after the Continuation.

In summary, these rules will provide that a Resident Holder who disposes of such a common share after the Continuation will realize a capital gain (capital loss) equal to the amount by which the proceeds received by the Resident Holder on the disposition exceed (are exceeded by) the adjusted cost base of the common share to the Resident Holder.

The Resident Holder will be required to include one half of any such capital gain (taxable capital gain) in income to be taxed at normal rates.

The Resident Holder may deduct one half of any such capital loss (allowable capital loss) from taxable capital gains realized in the taxation year of the Resident Holder in which the disposition occurs and, to the extent not so deductible, from taxable capital gains realized in any of the three preceding taxation years or any subsequent taxation year.

The Resident Holder, if a “Canadian-controlled private corporation” as defined for the purposes of the Canadian Act, will be required to include any taxable capital gain so arising in its “aggregate investment income” and pay an additional refundable tax equal to 6 2/3% of its aggregate investment income, and will be entitled to a refund of such additional tax at the rate of CDN$1 of refund for every CDN$3 of taxable dividends that it subsequently pays.

Non-resident Holders

A Non-resident Holder who disposes of a common share in the capital of AMG Oil after the Continuation will be subject to the normal rules for the taxation of capital gains and losses applicable after the Continuation to Resident Holders as discussed above if, at the time of disposition, the common share is not listed on a Canadian or foreign “designated stock exchange” as defined in the Canadian Act, unless the Non-resident Holder is relieved from such liability by an applicable tax treaty. The OTC Bulletin Board is not such a designated stock exchange. The disposition will be subject to capital gains tax unless exempted by an applicable tax treaty.

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Generally, a Non-resident Holder who is a US resident for the purposes of the Canada – U.S. Income Tax Convention, 1980, as amended (the “Treaty”) will not incur any tax liability provided that at the time of disposition not more than 50% of the value of the common shares in the capital of AMG Oil derives from “real property” situated in Canada as defined for the purposes of the Treaty (which includes among other things, any right to explore for or exploit mineral deposits and sources in Canada and other natural resources in Canada, or any right to an amount computed by reference to the production, including profit, from, or to the value of production from, mineral deposits and sources in Canada and other natural resources in Canada).

A Non-resident Holder who disposes of common shares in the capital of AMG Oil after the Continuation will not incur any liability for Canadian income tax in respect of any taxable capital gain so arising, nor be permitted to deduct any allowable capital loss so arising from taxable capital gains (if any) of the Non-resident Holder otherwise subject to Canadian federal income tax if at the time of disposition such common shares are listed on a Canadian or foreign designated stock exchange, including the TSX-V.

The Non-resident Holder will also be required to obtain a tax clearance certificate from CRA in respect of the disposition unless at the time of disposition the common shares in the capital of AMG Oil are listed on a Canadian or foreign “recognized stock exchange” (as defined under the Canadian Act), which includes a designated stock exchange.

Any Non-resident Holder who is contemplating disposing of common shares in the capital of AMG Oil after the Continuation should obtain Canadian tax advice as to whether the Non-resident Holder will be subject to Canadian income tax, or be required to obtain a tax clearance certificate from CRA, in respect of the disposition.

Dividends on common shares

Canadian Resident Holders

A Resident Holder who is an individual will be required to include the amount of any dividend actually or deemed to have been received after the Continuation on a common share in the capital of AMG Oil in income, subject to the usual dividend gross-up and dividend tax credit rules applicable to dividends paid by a taxable Canadian corporation.

A Resident Holder that is a corporation will be required to include the amount of any dividend actually or deemed to have been received by it after the Continuation on a common share in the capital of AMG Oil in income, but generally will be entitled to deduct an equivalent amount in computing its taxable income. The corporation, if it is a “private corporation” as defined for the purposes of the Canadian Act, or a corporation controlled by or for the benefit of an individual or any related group of individuals, may be liable for a further 33 1/3% refundable tax (Part IV Tax) on any such dividend to the extent that the dividend was deductible in computing its taxable income, and will be entitled to a refund on such Part IV Tax at the rate of CDN$1 of refund for every CDN$3 of taxable dividends that it subsequently pays.

Non-resident Holders

Each Non-resident Holder will be required to pay Canadian withholding tax on the amount of any dividend, including any stock dividend, paid or credited or deemed to be paid or credited by AMG Oil after the Continuation to the Non-resident Holder on a common share. The rate of withholding tax is 25% of the gross amount of the dividend, or such lesser rate as may be available under an applicable income tax treaty. The rate of withholding tax under the Treaty applicable to a dividend paid to a Non-resident Holder who is a resident of the United States for the purposes of the Treaty is 5% if the Non-resident Holder is a company that owns at least 10% of the voting stock of AMG Oil, and 15% in any other case, of the gross amount of the dividend. AMG Oil will be required to withhold any such tax from the dividend, and remit the tax directly to CRA for the account of the Non-resident Holder.

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COMPARATIVE RIGHTS OF STOCKHOLDERS

After the Continuation, the stockholders of the former Nevada corporation will become the holders of shares in the capital of a Canadian company organized under the Canada Business Corporations Act (“CBCA”). Differences between the Nevada Revised Statutes and the CBCA, will result in various changes in the rights of stockholders of AMG Oil. The following is a summary description of the more significant differences. This summary description is qualified by reference to the Nevada Revised Statutes and the CBCA.

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ACCOUNTING TREATMENT

For United States accounting purposes, the Continuation of our company from a Nevada corporation to a Canadian corporation represents a non-substantive exchange to be accounted for in a manner consistent with a transaction between entities under common control. All assets, liabilities, revenues and expenses will be reflected in the accounts of AMG Oil Canada based on existing carrying values at the date of the exchange. The historical comparative figures of AMG Oil will be those of AMG Oil as a Nevada company.

We currently prepare our financial statements in accordance with the US GAAP. After our Continuance to Canada, as a Canadian domestic issuer, we plan to prepare our annual and interim financial statements in accordance with Canadian GAAP. For the purpose of our annual disclosure obligations in the United States, we will annually file in the United States financial statements prepared in accordance with Canadian GAAP together with a reconciliation to US GAAP. In addition, as a foreign private issuer, AMG Oil will not have to file quarterly reports with the SEC.

APPLICATION OF SECURITIES LAWS

Upon the effective date of the Continuation we will continue to be subject to the securities laws of the provinces of Canada as those laws apply to Canadian domestic issuers. Our management believes that we will qualify as a foreign private issuer in the United States and, as a foreign private issuer, our directors, officers and 10% stockholders will no longer be subject to Section 16(b) of the Exchange Act and we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation FD does not apply to non-United States companies and will not apply to AMG Oil upon the Continuation.

DESCRIPTION OF BUSINESS

History

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

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AMG Oil has been inactive for approximately the last three years and may be considered a “shell” company within the meaning assigned to that term in Rule 12b-2 1934 Act because we have no operations and our assets consist solely of cash. In previous years, we conducted our oil and gas exploration activities in New Zealand but withdrew from the permit and assigned our interest to the other participants in the permit during the 2003 fiscal year.

Our office is located at 2800 – 600 17th Street, South Denver, CO, U.S.A. 80202-5402, our telephone number is (303) 226-5889. However, our administration is effected through our corporate office located at 1407 - 1050 Burrard Street, Vancouver, British Columbia, Canada and all of our directors and officers are resident in British Columbia.

During the 2005 and 2004 fiscal years, AMG Oil did not issue any securities. During the 2006 fiscal year, AMG Oil completed a private placement financing of 6,000,000 units (each a “Unit”) at a price of US$0.25 per Unit for gross proceeds of $1.5 million and also issued 600,000 additional Units under a rights agreement. Each Unit consists of one share of common stock and one share purchase warrant and each warrant entitles the holder thereof to acquire an additional share of common stock at a price of US$0.50 for a period of 24 months subject to an accelerated expiry provision whereby the warrants will expire 30 days after a registration statement has been declared effective by the SEC and our shares have traded at or above $1.00 for 20 consecutive days. Each Unit also includes a right to receive an additional 0.10 of one Unit granted when a registration statement was not declared effective by the SEC on or before August 27, 2006. The rights to receive an additional 600,000 Units were granted because a registration statement was not declared effective by the SEC on or before August 27, 2006. Please refer to Note 5 of Item 7 below for further information.

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

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

We do not receive any revenue from our discontinued oil and gas operations in New Zealand and have no significant assets, tangible or intangible except for cash on hand. We have no history of earnings and there is no assurance that our business will be profitable. As at December 31, 2007,June 30, 2008, we had an accumulated deficit of $2,910,057$3,060,161 and we expect to continue incurring operating losses and accumulating deficits in future periods. We have no significant future obligations.

Change of Control

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

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

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

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

DESCRIPTION OF PROPERTIES

Our administrative offices are located at 1407 - 1050 Burrard Street, Vancouver, British Columbia, Canada, V6Z 2S3 and our telephone number is (604) 682-6496. AMG Oil utilizes the office space, for CDN$500 per month, pursuant to a verbal agreement with DLJ Management Ltd. (“DLJ”). DLJ is a wholly-owned subsidiary of Trans-Orient, a company which is related to us through a common director. DLJ employs one of our directors.

LEGAL PROCEEDINGS

We are not involved in any material pending litigation, nor are we aware of any material pending or contemplated proceedings against us. We know of no material legal proceedings pending or threatened, or judgments entered into against any of our directors or officers in their capacity as such.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking statements

This proxy statement/prospectus contains certain “forward-looking statements”. Much of the information included in this proxy statement/prospectus includes or is based upon estimates, projections or other forward-looking statements. Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, prediction, projections, assumptions or other future performance suggested herein. Future filings with the SEC, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties. Actual results may differ significantly from those expressed or implied in such forward-looking statements.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements.” All forward-looking statements speak only as to the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Plan of Operations

We no longer have any oil or gas properties as we withdrew from our sole oil and gas property on May 2, 2003. Our plan of operations is to acquire a business either through purchase, merger, consolidation, application or other means, so that we will cease being a shell company. Initially, our management anticipates concentrating our efforts on locating and acquiring a business, properties, or other assets, or combination thereof, in the oil and gas industry, although our management may cause AMG Oil to attempt to acquire a business in another area. However, there can be no assurance that we will be able to find a suitable business to acquire, successfully negotiate the terms of any acquisition, or have the assets to complete any transaction. Since we are a shell company with nominal assets and no operations, it may be necessary for us to obtain additional financing (i) to pay our ongoing operating and administrative expenses, including our audit and other professional expenses associated with our reporting obligations under the Exchange Act, (ii) to pay costs associated with locating and acquiring another business, and (iii) to fund the operations of any business in which may be successful in acquiring an interest. There can be no

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assurance AMG Oil will be able to raise any funds for any purposes, including the prospective acquisition of a new business. In the event AMG Oil is unable to raise sufficient funds, AMG Oil will be unable to acquire any businesses and may be forced to halt all operations.

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

We have sufficient amount of working capital required to fund our plan of operations for the next twelve months based on our current expected expenditures. We currently have sufficient capital to maintain our required overhead, but we have no revenues and we anticipate that we will continue to rely principally on the issuance of common stock to raise the necessary funds to finance any additional expenditures that may be incurred during the next twelve months if we acquire a suitable business opportunity. To date, we have relied principally on the issuance of common stock in private placements to individuals known to our officers and directors to raise funds to support our business. There can be no assurance that we will be successful in raising additional funds through the issuance of additional equity nor that the parties that provided funds in the past will continue to do so.

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

Results of Operations

ThreeNine Months Ended December 31,June 30, 2008 and 2007 and 2006

We incurred net loss of $22,817$172,921 during the nine month period ended June 30, 2008, compared to $15,597 during the nine month period ended June 30, 2007. We incurred a net loss of $46,389 during the three month period ended December 31, 2007,June 30, 2008, compared to $328$1,357 during the three month period ended December 31, 2006.June 30, 2007.

Our loss of $22,817$172,921 for the nine months ended June 30, 2008 included general and administrative costs of $184,701 as detailed below. Our loss of $46,389 for the three months ended December 31, 2007 consistedJune 30, 2008 included of general and administrative costs of $38,124$53,963 as detailed below. Our increased general and administrative expenses were primarily the results of increased consulting and professional fee expenses. These costs were partially offset by interest income being received by us amounting to $15,307.as detailed below.

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A comparative summary of the our general and administrative costs over the threenine month periodperiods ending December 31,June 30, 2008 and 2007 and 2006 are as follows:

A comparative summary of the our general and administrative costs over the three month periods ending June 30, 2008 and 2007 are as follows:

Years Ended September 30, 2007 and 2006

We did not generate any revenues from operations during the year ended September 30, 2007, or during the year ended September 30, 2006. Our sole income during the 2007 fiscal year was $65,310 in interest income earned on surplus cash balances, compared to $31,873 for the year ended September 30, 2006.

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

Our operating results for our last two fiscal years are summarized as follows:

Our total general and administrative expenses for the fiscal year ended September 30, 2007 were $90,640, compared to $68,046 for the fiscal year ended September 30, 2006. Salaries were $23,555 in fiscal 2007, compared to $6,864 in fiscal 2006; professional fees were $23,247 in fiscal 2007, versus $26,847 in fiscal 2006; and travel and consulting expenses were $14,071 in fiscal 2007, versus $9,514 in fiscal 2006. The balance of our general and administrative costs for fiscal 2007 consisted of office expenses of $11,063, filing and transfer agent fees of $6,724 and other miscellaneous expenses totalling $11,980.

As a result of these transactions noted above, AMG Oil incurred a net loss of $25,330 or $Nil per share for the twelve months ended September 30, 2007, compared to a loss of $36,173 or $Nil per share for the same period last year.

Liquidity and Capital Resources

At December 31, 2007June 30, 2008 our current assets totalled $1,300,558$1,163,181 (September 30, 2007: $1,318,282). Our current assets for both periods consisted primarily of cash. Our current liabilities at December 31, 2007June 30, 2008 were $15,783$7,126 (September 30, 2007: $10,690). 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

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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.

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There were no financing activities undertaken by AMG Oil during the theenine months ended December 31, 2007June 30, 2008 or during the twelve months ended September 30, 2007. During the 2006 fiscal year, our financing activities consisted of AMG Oil completing an unregistered private placement financing of 6,000,000 Units at a price of $0.25 per Unit for gross proceeds of $1.5 million on February 28, 2006 and issuing an additional 600,000 Units of AMG Oil as required under a rights agreement because a registration statement was not declared effective on or before August 27, 2006. Each Unit consists of one share of common stock and one two-year share purchase warrant exercisable at a price of $0.50 per share, subject to accelerated expiry provisions should our shares trade at or above $1.00 for 20 consecutive days and certain other conditions are met. Net proceeds of this financing will be used for working capital and to enhance our ability to acquire a suitable interest in a resource based asset.

We did not have any investing activities for the 2007 or 2006 fiscal years.

We propose to raise additional financing through the sale of equity securities during the next fiscal year, although there can be no assurance that such funding will be available. In the event that future equity financing cannot be raised or negotiations for joint venture funding are not successful, our activities may be curtailed and this may adversely affect our ability to carry out any acquisitions of suitable oil and gas operations or any other business opportunity.

We believe our existing cash balances are sufficient to carry out our normal operations for the next twelve months and additional cash will likely be required for the acquisition of suitable oil and gas interests or any other business opportunity during this period. To the extent that we require additional funds to support our 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 AMG Oil on acceptable terms or at all.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Shares of our common stock are quoted on the OTC Bulletin Board under the symbol AMGO. The following table indicates the high and low bid prices of our common stock during the periods indicated:

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The source of the high and low bid information is a combination of previous EDGAR filings, Yahoo Finance and Bloomberg. The market quotations provided reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

Penny Stock

Our common stock is considered “penny stocks” under the rules of the SEC under the 1934 Act. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Common Shares

As at March 14,July 31, 2008 , we had ninety-four registered holders of our common stock.stock .

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

• we would not be able to pay our debts as they become due in the usual course of business; or

• our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Equity Compensation Plan Information

The table set forth below presents information relating to our equity compensation plans as of September 30, 2007:

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Our Stock Option Plan, adopted in the 2000 fiscal year, allows us to issue options to directors, officers, employees and consultants. A total of 3,000,000 shares are reserved for issuance under our Stock Option Plan. Any options issued under our Stock Option Plan expire on the earlier of 10 years from the establishment of the Stock Option Plan and the expiry date assigned to the individual option grant. Our Stock Option Plan prescribes that it shall be administered by our compensation committee, or such other committee of the board of directors established for that purpose.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our current executive officers and directors are:

(1) Member of our Audit Committee.

Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years:

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

Mr. John Campbell became a Director of the Company on March 21, 2006 when he replaced Mr. Doug Lynes, who resigned on March 21, 2006. Mr. Campbell is a retired member of the Law Society of British Columbia and for the past 18 years has served as President of mining explorer, Trans America Industries Ltd.

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Mr. Dan Brown became a Director of the Company on April 14, 2005 when he replaced Mr. Arthur Evans, who passed away on March 31, 2005. Mr. Brown has worked for DLJ for six years, providing administrative and accounting support services to public and private corporations. Mr. Brown is also a Director of TAG Oil Ltd.

Mr. Garth Johnson became the Chief Financial Officer of the Company on February 1, 2006 when he replaced Mr. Michael Hart, who resigned as Chief Financial Officer of the Company on February 1, 2006. Mr. Johnson is a Certified General Accountant with ten years experience in finance, accounting and regulatory reporting for public companies. Mr. Johnson is also the President, Chief Executive Officer, Chief Financial Officer, Secretary and a Director of TAG Oil Ltd., as well as the President, Chief Executive Officer and a Director of Trans-Orient.

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

Term of Office

Our directors are elected to hold office until the next annual meeting of our shareholders and until their respective successors have been elected and qualified. Our executive officers are appointed by our board of directors to hold office until their successors are appointed.

Code of Ethics

The Company has adopted a corporate code of ethics that applies to the Company’s Chief Executive Officer and Chief Financial Officer. A copy of the code of ethics was filed as an exhibit to the Company’s Form 10-KSB filed for the Company’s 2003 fiscal year and is incorporated into this document by reference. The Company believes that the code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Audit Committee and Charter

The Company has an audit committee and audit committee charter. A copy of the Company’s audit committee charter was filed as an exhibit to the Company’s Form 10-KSB filed for the Company’s 2003 fiscal year and is incorporated into this document by reference. The function of the audit committee is to meet with and review the results of the audit of the financial statements performed by the independent public accountants and to recommend the selection of independent public accountants. The current audit committee is comprised of all three (3) of the Company’s current directors, which are Michael Hart, Dan Brown and John Campbell.

The Board of the Company has determined that John Campbell meets the SEC’s definition of an “audit committee financial expert”, as defined in Item 401(e)(2) of Regulation S-B. The Board has also determined that Mr. Campbell meets the definition of an “independent director”, as defined in Rule 121A of the American Stock Exchange Company Guide.

Disclosure Committee and Charter

The Company has a disclosure committee and disclosure committee charter. The disclosure committee is comprised of all of the Company’s officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about the Company, and the accuracy, completeness and timeliness of the Company’s financial reports. A copy of the disclosure committee charter was filed as an exhibit to the Form 10-KSB filed for the Company’s 2003 fiscal year end is incorporated into this document by reference.

Family Relationships

There are no family relationships among our directors or officers.

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Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

EXECUTIVE COMPENSATION

Executive Compensation

Our officers do not receive any cash or non-cash compensation for their services and there are currently no plans to implement any such compensation. The following table shows, in tabular format, that no compensation was paid to our executive officers during our last two fiscal years:

Summary Compensation Table

Outstanding Equity Awards

There were no outstanding equity awards for our executive officers at the end of our fiscal year ended September 30, 2007, as set forth in the table below:

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There were no equity awards grants during the 2007, 2006 or 2005 fiscal years except for options for 396,000 shares of common stock that were granted to Jones, Gable & Company Limited in February 2006 as a commission for arranging our financing.

During the 2000 fiscal year, we established a Stock Option Plan for directors, officers, employees and consultants who provide services to us. 3,000,000 shares of common stock are reserved for issuance under our Stock Option Plan. Any options issued under the Stock Option Plan will expire on the earlier of 10 years from the establishment of the Stock Option Plan or the expiry date assigned to the individual option grant. As of September 30, 2007, 396,000 options have been granted under the Plan but had not been exercised during the 2007 fiscal year. All of these options have vested and will expire on February 28, 2009.

Compensation of Directors

Our directors do not receive any cash or non-cash compensation for their services and there are currently no plans to implement any such compensation. However, Mr. Brown, one of our directors, was paid indirectly by us through DLJ with respect to time spent directly on AMG Oil. The following table shows, in tabular format, compensation paid to our directors during our last fiscal year:

Director Compensation

RELATED PARTY TRANSACTIONS

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

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• any director or officer;

• any proposed nominee for election as a director;

• any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or

• any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary.

Directors

Mr. Michael Hart, Mr. John Campbell and Mr. Dan Brown, who are the three directors of AMG Oil, participated in the private placement financing completed on February 28, 2006, acquiring a total of 120,000 Units at a price of $0.25 per Unit. Each Unit consists of one share of common stock and one share purchase warrant. Each warrant entitles the holder thereof to acquire an additional share of common stock at a price of $0.50 for a period of 24 months subject to an accelerated expiry provision whereby the warrants will expire 30 days after a registration statement has been declared effective by the SEC and our shares have traded at or above $1.00 for 20 consecutive days. Each Unit also includes a right to receive an additional 0.10 of one Unit, which was granted because a registration statement was not declared effective by the SEC on or before August 27, 2006.

DLJ

During the threenine months ended December 31, 2007,June 30, 2008, we incurred $17,948 (December 31, 2006: $12,178)$46,219 (June 30, 2007: $33,737) 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 our behalf. At December 31, 2007,June 301, 2008, we owe DLJ $7,783 (December 31, 2006: $4,907)$3,032 (June 30, 2007: $2,689). Trans-Orient is related to us through a common director and DLJ employs a director of the Company.

During the threenine months ended December 31, 2007June 30, 2008 two directors were paid $5,866 (2006: $2,740)$12,237 (2007: $10,120) of which $4,866$11,237 (2007, $10,120 was paid indirectly through DLJ for time spent on our business.

During the 2007 fiscal year we incurred $46,304 (2006 fiscal year: $12,255) of mainly general and administrative costs through DLJ. DLJ is a wholly owned subsidiary of Trans-Orient. Trans-Orient was the controlling shareholder of the Company from March 4, 2003 to November 29, 2005 and is related to the Company through a common director, Michael Hart. In addition, as indicated above in Item 10, Mr. Brown was paid $9,421 indirectly by us through DLJ in fiscal 2007 for time spent directly on AMG Oil.

Amounts incurred and paid to DLJ represent costs incurred by DLJ on our behalf for administrative and accounting services. Payments made to DLJ were on a cost recovery basis with no mark-up, based on time spent by the employees of DLJ providing accounting and administrative services for us. We believe that we would have had to pay more for these services if we had sought such services from unaffiliated third-parties. At September 30, 2007 we oweowed DLJ $2,535 (September 30, 2006: $2,838).

SECURITY OWNERSHIP

As of March 14,July 31 , 2008, , we had an authorized share capital of 100,000,000 shares of Common Stock with a par value of $0.00001 per share, of which 23,200,000 shares were issued and outstanding.

The following table sets forth, as of March 14,July 31 , 2008, , the beneficial shareholdings of persons or entities holding five per cent (5%) or more of our common stock, each director individually, each named executive officer individually, and all of our directors and officers as a group. Each person has sole voting and investment power with respect to the shares of Common Stock shown, and all ownership is of record and beneficial.

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Changes in Control

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

As at March 14,July 31 , 2008, , Robert Pollock owns 8,600,000, or approximately 37.1%, of the issued and outstanding shares of common stock and thereby effectively controls AMG Oil. Robert Pollock is a Toronto, Ontario businessman.

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DESCRIPTION OF CAPITAL STOCK

Authorized Capital

Our securities consist of common stock with a par value of $0.00001 per share. The Registrant's authorized capital is 100,000,000 common shares of which 23,200,000 common shares are issued and outstanding as of March 14, 2008 .July 31 , 2008.

Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or as provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing five-percent (5%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

The holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefor.

The holders of shares of our common stock will be entitled to receive pro rata all of our assets available for distribution to such holders.

In the event of any merger or consolidation of our company with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash).

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

STOCKHOLDER PROPOSALS

Stockholders of AMG Oil may submit proposals to be considered for stockholder action at the special meeting of stockholders if they do so in accordance with applicable regulations of the SEC and the laws of the State of Nevada. In order to be considered for inclusion in the proxy statement for the meeting, the Secretary must receive proposals no later than < >, 2008. Stockholder proposals should be addressed to the Secretary, at 2800 – 600 17th Street, CO, U.S.A.

EXPERTS

The financial statements for AMG Oil as at and for the years ended September 30, 2007 and 2006, included in this proxy statement/prospectus have been audited by Smythe Ratcliffe LLP and Telford Sadovnick, P.L.L.C. respectively, independent registered public accounting firms, as set forth in their report, and are included herein in reliance upon such report and upon the authority of said firm as experts in auditing and accounting.

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LEGAL MATTERS

The validity of the issuance of common stock offered hereby will be passed upon for AMG Oil by Lang Michener LLP, of Vancouver, British Columbia, Canada. Material income tax consequences of the Continuance will be passed upon for AMG Oil in Canada by Lang Michener LLP, and in the United States by Moran & Ozbirn, P.C. of Dallas, Texas, U.S.A.

AVAILABLE INFORMATION

AMG Oil has been and is currently subject to the informational requirements of the Exchange Act. In accordance with those requirements, we file, and after the conversion will file reports and other information with the SEC. Such reports and other information can be inspected and copied at the public reference facilities maintained by the SEC in Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549. Copies of such material may also be obtained at prescribed rates by writing to the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549 upon payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for more information on the operation of its public reference rooms. The SEC also maintains a Web site that contains reports, proxy and information statements and other materials that are filed through the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. This Web Site can be accessed at http://www.sec.gov. Our reports, registration statements, proxy and information statements and other information that we file electronically with the SEC are available on this site. This proxy statement/prospectus does not contain all the information set forth in that registration statement and the related exhibits. Statements herein concerning the contents of any contract or other document are not necessarily complete, and in each instance reference is made to such contract or other document filed with the SEC or included as an exhibit, or otherwise, each such contract or document being qualified by and subject to such reference in all respects. The Registration Statement and any subsequent amendments, including exhibits filed as a part of the Registration Statement, are available for inspection and copying as set forth above.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in this proxy statement/prospectus may include “forward-looking statements”. This information may involve known and unknown risks, uncertainties and other factors which could cause actual results, financial performance, operating performance or achievements expressed or implied by such forward-looking statements not to occur or be realized. Such forward-looking statements generally are based upon our best estimates of future results, performance or achievement and based upon current conditions and the most recent results of operations. Forward-looking statements may be identified by the use of forward-looking terminology such as “believes,” “could,” “possibly,” “probably,” “anticipates,” “estimates,” “projects,” “expects,” “may,” “will,” or “should” or the negative thereof or other variations thereon or comparable terminology. This proxy statement/prospectus contains forward-looking statements, including statements regarding, among other things, our projected sales and profitability, our growth strategies, anticipated trends in our industry and our future plans. These statements may be found under “Business”, as well as in this proxy statement/prospectus generally. Our actual results or events may differ materially from the results discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and elsewhere in this proxy statement/ prospectus. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, we do not assume responsibility for the accuracy or completeness of the forward-looking statements after the date of this prospectus.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On September 26, 2007, Telford Sadovnick, P.L.L.C. (“Telford”), voluntarily resigned as principal independent registered public accounting firm of the Company. The Company has engaged Smythe Ratcliffe LLP, Chartered Accountants (“Smythe”), as its principal independent registered public accounting firm effective October 3, 2007.

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The decision to engage Smythe as its principal independent registered public accounting firm has been approved by the Company’s board of directors.

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

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

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FINANCIAL STATEMENTS

The following financial statements of AMG Oil listed below are included with this prospectus/ proxy statement. These financial statements have been prepared on the basis of the US GAAP and are expressed in U.S. dollars.

Unaudited Financial Statements for the ThreeNine Months Ended December 31, 2007:June 30, 2008 :

Page

Audited Financial Statements for the Year Ended September 30, 2007:

Page

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See accompanying notes to the interim financial statements

F-1
F1

See accompanying notes to the interim financial statements

F-2
F2

See accompanying notes to the interim financial statements

F-3
F3