UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
NOVEMBER 25, 2008
Date of Report (Date of earliest event reported)
AMG OIL LTD.
(Exact name of registrant as specified in its charter)
CANADA | 000-30087 | N/A |
(State or other jurisdiction of | (Commission File | (IRS Employer Identification |
incorporation) | Number) | No.) |
Suite 2901 - 1050 Burrard Street | |
Vancouver, British Columbia Canada | V6Z 2S3 |
(Address of principal executive offices) | (Zip Code) |
(303) 226-5889
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company reports that it has completed the change of its jurisdiction of incorporation from the State of Nevada to the Canadian federal jurisdiction under the CanadaBusiness Corporations Act (the “CBCA”) by way of continuation (“Continuation”). The Company’s shareholders approved the Continuation at a special meeting of shareholders held on November 25, 2008. The Company completed the filing of Articles of Conversion with the Nevada Secretary of State on November 25, 2008. The Company’s Articles of Continuance were accepted for filing by Industry Canada effective November 27, 2008. The effect of these filings is to transfer the jurisdiction of incorporation of the Company from the State of Nevada to the Canadian federal jurisdiction under the CBCA. Copies of the Articles of Conversion and the Company’s new constating documents, being its Certificate of Continuance and its By-Laws, are attached hereto as exhibits.
The Company’s common shares remain registered under Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”) as a result of the operation of Rule 12g-3 of the Exchange Act. There was no change to the Company’s board of directors or officers. The Company is now a Canadian federal corporation governed by the CBCA.
As a consequence of completion of the Continuation, the Company has completed an assessment as to whether it meets the Securities and Exchange Commission’s (the “SEC”) definition of a “foreign private issuer”, as defined under Rule 3b-4 of the Exchange Act. The Company has concluded that it presently meets the definition of “foreign private issuer” as more than 50% of the Company’s outstanding shares are owned by person who are not residents of the United States. Accordingly, the Company plans to commence filing continuous disclosure reports with the SEC as a “foreign private issuer”. These reports will include an annual report on Form 20-F for the Company’s recently completed fiscal year ended September 30, 2008. The Company will not be subject to the proxy statement requirements of the Exchange Act and its insiders will not be subject to the insider reporting requirements of the Exchange Act. The Company will, however, be required to continue to file with the SEC on Form 6-K its quarterly financial statements, management discussion and analysis, information circulars which it files in connection with meetings of its shareholders, material change reports and press releases that the Company files with securities commissions in Canada. Filings with Canadian securities commissions can be viewed atwww.sedar.com.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits
(1) | Filed as an exhibit to this current report on Form 8-K. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMG OIL LTD. | ||
/s/ Michael Hart | ||
Date: December 2, 2008 | By: | Michael Hart, President |