Filed by sedaredgar.com - AMG Oil Ltd.

The following Management’s Discussion and Analysis (“MD&A”) is dated May 29, 2009 for the six month period ending March 31, 2009 and should be read in conjunction with AMG Oil Ltd.’s (the “Company” or “AMG Oil”) accompanying unaudited financial statements and accompanying notes for the same period. Please also refer to the Company’s audited financial statements and accompanying notes for the years ended September 30, 2008 and 2007.

Certain disclosure in this MD&A contains forward-looking statements that involve risk and uncertainties. Such information, although considered reasonable by the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated in the statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Such risks and uncertainties include, but are not limited to, risks associated with acquisitions, petroleum rights, operations, permit tenure, loss of market, regulatory matters, commodity price risk, environmental risks, industry competition, investments, uncertainties as to the availability and cost of financing, risks in conducting foreign operations, potential delays or changes in plans with respect to exploration or capital expenditures.

Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “assume”, “believe”, “estimate”, “expect”, “forecast”, “guidance”, “may”, “plan”, “predict”, “project”, “should”, “will”, or similar words suggesting future outcomes. Forward-looking statements in this MD&A include, but are not limited to; capital expenditures; work programs and commitments; cash flow; expenses; general and administrative expenses; taxes; and future exploration activities and related expenditures.

Because forward-looking information addresses future events and conditions, it involves risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking information. These risks and uncertainties include, but are not limited to: commodity price volatility; exploration costs; the Company’s ability to discover reserves through exploration activities; fluctuations in currency exchange rates; and changes in government legislation and regulations.

The forward-looking statements contained herein are as of May 29, 2009 and are subject to change after this date. Readers are cautioned that the foregoing list of factors that may affect future results is not exhaustive and as such undue reliance should not be placed on forward-looking statements. Except as required by applicable securities laws, with the exception of events or circumstances that occurred during the period to which the MD&A relates that are reasonably likely to cause actual results to differ materially from material forward-looking information for a period that is not yet complete that was previously disclosed to the public, the Company disclaims any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

On November 25, 2008, the Company received more than the majority approval required from shareholders to change the Company’s jurisdiction of incorporation to Canada. On November 27, 2008 the Company’s Articles of Continuance were accepted for filing by Industry Canada. AMG Oil is a shell company based in Vancouver, British Columbia, Canada. We currently do not have any operations 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.

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 we may acquire a business in another area. 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.

Please also refer to note 5 of the accompanying unaudited interim financial statements for information to the Company’s business.

During the quarter ended March 31, 2009 the Company incurred $Nil (2008: $Nil) worth of capital expenditures.

The Company has the following commitments for Capital Expenditure at March 31, 2009:

The Company has incurred losses to date of $3,261,724, which includes a net loss for the second quarter of the 2009 fiscal year of $35,519 (0.00 per share) compared to a loss of $103,715 (0.00 per share) from the second quarter of last year. For the six month period ended March 31, 2009 the Company recorded a net loss of $91,825 (0.00 per share) compared to a net loss of $126,532 for the same period last year.

The Company’s net loss for the second quarter of the 2009 fiscal year of $35,519 (6 months: $126,532) essentially consisted of General and Administrative (“G&A”) expenses of $37,118 (6 months: $101,061) as detailed below. G&A decreased when compared to the same period last year as a result of the Company’s efforts to change AMG Oil’s jurisdiction of incorporation from the State of Nevada to the Canadian federal jurisdiction under the Canada Business Corporations Act by way of continuation during the 2008 fiscal year. G&A costs were partially offset by interest income of $1,599 (6 months: $9,236) compared to $10,283 (6 months: $25,590) from the same period last year. Interest income decreased when compared to the same period last year as a result of the Company’s lower cash balances as well as a decrease in interest rates on the Company’s investments.

A comparative summary of the Company’s G&A costs for the three and six month periods ended March 31, 2009 and 2008 is as follows:

	Three Month Period Ended March 31, 2009 $	Three Month Period Ended December 31, 2008 $	Three Month Period Ended September 30, 2008 $	Three Month Period Ended June 30, 2008 $	Three Month Period Ended March 31, 2008 $	Three Month Period Ended December 31, 2007 $	Three Month Period Ended September 30, 2007 $	Three Month Period Ended June 30, 2007 $
Revenues	-	-	-	-	-	-	-	-
Net Loss from Continuing Operations	(35,519)	(56,307)	(109,738)	(46,389)	(103,715)	(22,817)	(9,733)	(1,357)
Net Loss from Discontinued Operations	-	-	-	-	-	-	-	-
Net and Comprehensive Loss	(35,519)	(56,307)	(109,738)	(46,389)	(103,715)	(22,817)	(9,733)	(1,357)
Net Loss per Share
- From Continuing Operations	(0.00)	(0.00)	(0.01)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)
- From Discontinued Operations	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)

Please refer to the accompanying unaudited interim financial statements for further information.

As at March 31, 2009, the Company had $973,203 in cash and cash equivalents and $970,648 in working capital. This compares to $1,207,658 in cash and cash equivalents and $1,202,444 in working capital for same period last year and $1,104,364 in cash and cash equivalents and $1,062,473 in working capital at September 30, 2008.

The Company did not conduct any financing or investing activities during the six months ended March 31, 2009.

We believe our existing cash balances are sufficient to carry out our plan of operations for the next twelve months and additional cash will 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 plan of operations, we may sell additional equity or issue debt. There can be no assurance that additional financing, if required, will be available to AMG Oil on acceptable terms or at all.

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

Please refer to note 3 of the accompanying unaudited financial statements for details of related party transactions during the six months ended March 31, 2009 and to the date of this MD&A.

On April 24, 2009, the Company entered into a letter of intent with Adira Energy Corp. (“Adira”). Adira holds interests in certain petroleum rights in Israel. The Company will offer to purchase Adira by way of a share purchase transaction or other form of business combination, which will result in the Company purchasing all of the issued and outstanding securities of Adira . The transaction is subject to certain precedents being satisfied.

In evaluating the Company, you should consider various factors, including the risks and uncertainties outlined in the Company’s Annual Report on Form 20-F filed for the Company’s 2008 fiscal year in Item 3 under the subheading “Risk Factors”, and, from time to time, in other reports we file on SEDAR.

Contractual Obligations		Total		Less than		More than
				One Year		One Year
Long term debt	$	-	$	-	$	-
Operating leases		-		-		-
Purchase obligations		-		-		-
Other long-term obligations		-		-		-
Total Contractual Obligations	$	-	$	-	$	-

		3 months ended March 31,				6 months ended March 31,
		2009		2008		2009		2008
Consulting	$	12,665	$	15,750	$	28,415	$	31,650
Filing, transfer agent and regulatory		5,810		6,177		11,472		7,028
Office and administration		8,728		13,707		21,922		21,937
Professional fees		7,715		47,504		26,507		48,140
Wages		2,200		9,476		12,745		21,983
	$	37,118	$	92,614	$	101,061	$	130,738

DIRECTORS AND OFFICERS	LEGAL COUNSEL

Michael Hart (1)	Lang Michener LLP
President, CEO, Secretary, Treasurer and	Vancouver, British Columbia
Director
Vancouver, British Columbia	AUDITORS

John Campbell (1)	Smythe Ratcliffe LLP
Director	Chartered Accountants
Vancouver, British Columbia	Vancouver, British Columbia

Dan Brown (1)	REGISTRAR AND TRANSFER AGENT
Director
Vancouver, British Columbia	Computershare Investor Services Inc.
	9th Floor, University Avenue
Garth Johnson, CGA	Toronto, Ontario
CFO	Canada M5J 2Y1
Vancouver, British Columbia	Telephone: 1-800-564-6253
	Facsimile: 1-866-249-7775
(1) Member of audit committee	Email: service@computershare.com

CORPORATE OFFICE	SHARE LISTING

2901-1050 Burrard Street	OTCBB: AMGOF
Vancouver, BC, Canada V6Z 2S3
Telephone: 1-604-682-6496	SHARE CAPITAL
Facsimile: 1-604-682-1174
	At May 29, 2009 there are
SHAREHOLDER RELATIONS	23,200,000 shares issued and outstanding.
	(Fully diluted 23,200,000)
Telephone: 604-682-6496
Facsimile: 604-682-1174

BANKERS

Bank of Montreal
Vancouver, British Columbia