-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SXRSwF0fUJ6qwXz/4oNwlu7OYDwFmI9QDflau8shNizGpQy+exAnSSX5ELGrsBK7 xWg/7zdqa8mVUjjmILaYeg== 0001062993-07-003126.txt : 20070814 0001062993-07-003126.hdr.sgml : 20070814 20070814152133 ACCESSION NUMBER: 0001062993-07-003126 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMG OIL LTD CENTRAL INDEX KEY: 0001109504 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-30087 FILM NUMBER: 071054534 BUSINESS ADDRESS: STREET 1: 600 17TH STREET, SUITE 2800 SOUTH CITY: DENVER STATE: CO ZIP: 80202-5428 BUSINESS PHONE: 303-226-5889 MAIL ADDRESS: STREET 1: 600 17TH STREET, SUITE 2800 SOUTH CITY: DENVER STATE: CO ZIP: 80202-5428 10QSB 1 form10qsb.htm QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2007 Filed by Automated Filing Services Inc. (604) 609-0244 - AMG Oil Ltd. - Form 10QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-QSB

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

For the quarterly period ended June 30, 2007

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

000-30087 Commission file number

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

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

2800-600 17th Street,
South Denver, CO. 80202-5428
(Address of Principal Executive Offices)
(303) 226-5889

(Issuer's Telephone Number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

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

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

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



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

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis
Item 3. Controls and Procedures
   
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a vote of Securities Holders
Item 5. Other Information
Item 6. Exhibits
   
SIGNATURES


PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

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

Page

Interim Balance Sheets as of June 30, 2007

F-1

Interim Statements of Operations for the three and nine months ended June 30, 2007 and 2006

F-2

Interim Statements of Changes in Stockholders’ Equity for the three and nine months ended June 30, 2007

F-3

Interim Statements of Cash Flows for the three and nine months ended June 30, 2007 and 2006

F-4

Notes to the Interim Financial Statements

F-5



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

See accompanying notes to the interim financial statements

F1



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

See accompanying notes to the interim financial statements

F2



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

See accompanying notes to the interim financial statements

F3



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

See accompanying notes to the interim financial statements

F4



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

NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

The Company’s business focus is to acquire an interest in a suitable resource based asset. The operations of the Company’s subsidiary for the exploration of New Zealand oil and gas properties was discontinued during the 2003 fiscal year based on managements decision that the subsidiary had limited prospects, at that time, for developing profitable operations.

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States on a going concern basis, which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. They do not include any adjustments to the recoverability and classification of recorded assets amounts and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has incurred recurring operating losses and has an accumulated deficit of $2,877,507 and Stockholders’ Equity of $1,317,325. These factors, among others, raise substantial doubt about the Company’s ability to be able to continue as a going concern. The future of the Company and the realization of its asset values will depend upon the Company’s ability to obtain adequate financing, acquire a suitable resource based asset and maintain continuing support from shareholders and creditors to attain profitable operations.

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

NOTE 2 - ACCOUNTING PRINCIPLES AND USE OF ESTIMATES

The accompanying unaudited interim financial statements of AMG Oil Ltd. have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB as prescribed by the Securities and Exchange Commission. This form 10-QSB should be read in conjunction with the Company’s September 30, 2006 Form 10-KSB. All material adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods have been reflected. The results of the nine months ended June 30, 2007 are not necessarily indicative of the results to be expected for the full year.

F5


NOTE 3 - COMMON STOCK

Authorized and Issued Share Capital

The authorized share capital of the Company is 100,000,000 shares of common stock with a par value of $0.00001 per share.

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

Share Purchase Warrants

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

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

Stock Options

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

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

NOTE 4 – RELATED PARTY TRANSACTIONS

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

NOTE 5 – LOSS PER SHARE

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



ITEM 2. MANAGEMENT’S DISCUSSION & ANALYSIS

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

Forward Looking Statements

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

Forward-looking statements include but are not limited to:

  • AMG Oil's ability to implement successfully its operating strategy;

  • Future financial performance as estimated in AMG Oil's financial projections;

  • AMG Oil's forecasts of market demand; and,

  • Highly competitive market conditions.

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

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

Going Concern

Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States on a going concern basis, which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. They do not include any adjustments to the recoverability and classification of recorded assets amounts and liabilities that might be necessary should we be unable to continue as a going concern. We have incurred recurring operating losses and have an


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

Description of Business

Overview

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

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

Corporate History

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

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

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

Current Status

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

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

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


Employees and Consultants

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

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

Administration Contract

The Registrant receives corporate services from DLJ Management Corp. (“DLJ”), a subsidiary of Trans-Orient Petroleum Corp, based on an oral agreement. The services consist of shareholder relations and communications, administrative and accounting support. DLJ Management Corp bills monthly for its services on a cost-recovery basis, billing the Registrant and other companies for costs already incurred with no mark-up or other such charges, for items such as labor, rent, office costs, and employee benefits. During the nine months ended June 30, 2007, the Company incurred $33,737 (2006: $6,140) of mainly general and administrative costs through DLJ. This amount represents costs incurred by DLJ on behalf of the Company.

Results of Operations

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

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

Summary of Quarterly Result







Three
Month
Period
Ended
June 30,
2007
$
Three
Month
Period
Ended
March 31,
2007
$
Three
Month
Period
Ended
December
31, 2006
$
Three
Month
Period
Ended
Sept. 30,
2006
$
Three
Month
Period
Ended
June 30,
2006
$
Three
Month
Period
Ended
March 31,
2006
$
Three
Month
Period
Ended
December
31, 2005
$
Three
Month
Period
Ended
Sept. 30,
2005
$
Total
Revenue

-

-

-

-

-

-

-

-
G&A

(17,726)

(30,003)

(16,455)

(23,120)

(21,380)

(21,712)

(1,834)

(6,619)
Interest
Income

16,369

16,091

16,127

14,351

13,125

4,296

101

105
Net income
(loss) for
the period


(1,357)


(13,912)


(328)


(8,769)


(8,255)


(17,416)


(1,733)


(6,514)
Basic and
Diluted loss
per share


(0.00)


(0.00)


(0.00)


(0.00)


(0.00)


(0.00)


(0.00)


(0.00)

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


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

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

    3 months ended June 30,     9 months ended June 30,  
    2007     2006     2007     2006  
Filing, listing and transfer $  428   $  788   $  6,079   $  5,960  
agent                        
Consulting   -     -     -     4,959  
Office and administration   5,623     7,417     17,304     14,234  
Professional fees   4,384     13,175     20,602     19,773  
Wages   7,291     -     20,199     -  
  $  17,726   $  21,380   $  64,184   $  44,926  

Capital Expenditures

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

Liquidity and Capital Resources

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

The authorized share capital of the Company is 100,000,000 shares of common stock with a par value of $0.00001 per share. At June 30, 2007, there were 23,200,000 shares (June 30, 2006: 22,600,000) issued and outstanding, along with 396,000 compensation options and 6,600,000 share purchase warrants. Please refer to Note 3 of the accompanying interim financial statements.

At June 30, 2007 our current assets totaled $1,328,173 compared to $1,348,282 at the beginning of the fiscal year. Our current assets for both periods consisted entirely of cash. Our current liabilities at June 30, 2007 were $10,848 (September 30, 2006: $15,360). Cash on hand is currently our only source of liquidity and at the date of this report we feel that we have sufficient working capital on hand to operate for the next twelve months. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

Off-Balance Sheet Arrangements and Proposed Transactions

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

Transactions with Related Parties

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

Accounting Pronouncements Recently Issued

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


Controls and Procedures.

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

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

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

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

(a)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

   
(b)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

   
(c)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

PART II –OTHER INFORMATION

Legal Proceedings

None.

Unregistered Sales of Equity Securities and Use of Proceeds


None.

Defaults Upon Senior Securities

None.

Submissions of Matters to a Vote of Security Holders

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

Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No. Description of Exhibit
3.1

Articles of Incorporation, as filed February 20, 1997 (1)

3.2

Bylaws (1)

3.3

Articles of Amendment to the Articles of Incorporation, as filed on July 27, 1998 (1)

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. (2)

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. (2)

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer) (2)

32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer) (2)


(1)

Incorporated herein by reference from our Form 10-SB registration statement and all amendments thereto filed with the Securities and Exchange Commission, and amendments thereto, SEC file No. 000-30087.

   
(2)

Filed as an exhibit to this Quarterly Report on Form 10-QSB.

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

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


SIGNATURES

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

  AMG OIL LTD.
  (Registrant)
   
Date: August 13, 2007 BY: /s/Michael Hart
    Michael Hart, Principal Executive Officer
     
Date: August 13, 2007   /s/ Garth Johnson
    Garth Johnson, Principal Financial Officer


EX-31.1 2 exhibit31-1.htm SECTION 302 CERTIFICATION Filed by Automated Filing Services Inc. (604) 609-0244 - AMG Oil Ltd. - Exhibit 31.1

EXHIBIT 31.1
SECTION 302 CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER

I, Michael Hart, Chief Executive Officer of AMG Oil Ltd., certify that:

1.

I have reviewed this Quarterly Report on Form 10-QSB of AMG Oil Ltd.;

   
2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   
3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

   
4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
  b.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
  c.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and


5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):


  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and




  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 13, 2007  
   
   
/s/ Michael Hart  
Michael Hart, Chief Executive Officer  


EX-31.2 3 exhibit31-2.htm SECTION 302 CERTIFICATION Filed by Automated Filing Services Inc. (604) 609-0244 - AMG Oil Ltd. - Exhibit 31.2

EXHIBIT 31.2
SECTION 302 CERTIFICATION
OF CHIEF FINANCIAL OFFICER

I, Garth Johnson, Chief Financial Officer of AMG Oil Ltd., certify that:

1.

I have reviewed this Quarterly Report on Form 10-QSB of AMG Oil Ltd.;

   
2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   
3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

   
4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
  b.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
  c.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.      The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and




  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 13, 2007  
   
   
/s/ Garth Johnson  
Garth Johnson, Chief Financial Officer  


EX-32.1 4 exhibit32-1.htm SECTION 906 CERTIFICATION Filed by Automated Filing Services Inc. (604) 609-0244 - AMG Oil Ltd. - Exhibit 32.1

EXHIBIT 32.1
CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Michael Hart, Chief Executive Officer of AMG Oil Ltd. (the “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Quarterly Report on Form 10-QSB of AMG Oil Ltd. for the period ended June 30, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report on Form 10-QSB fairly presents in all material respects the financial condition and results of operations of the Company.

Date: August 13, 2007

  /s/Michael Hart  
  Michael Hart, Chief Executive Officer  


EX-32.2 5 exhibit32-2.htm SECTION 906 CERTIFICATION Filed by Automated Filing Services Inc. (604) 609-0244 - AMG Oil Ltd. - Exhibit 32.2

EXHIBIT 32.2
CERTIFICATION OF
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Garth Johnson, Chief Financial Officer of AMG Oil Ltd. (the “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Quarterly Report on Form 10-QSB of AMG Oil Ltd. for the period ended June 30, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report on Form 10-QSB fairly presents in all material respects the financial condition and results of operations of the Company.

Date: August 13, 2007

  /s/Garth Johnson  
  Garth Johnson, Chief Financial Officer  


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