-----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, LZC31R82kz6VBR94mOUwHsZ/4mrjjyEUettgiznvfQRR++hVugfqw5tfzhur01Tx Ue0KC7PF/tUuIUvR/0BoUA== 0001398344-08-000321.txt : 20081008 0001398344-08-000321.hdr.sgml : 20081008 20081008092804 ACCESSION NUMBER: 0001398344-08-000321 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081008 DATE AS OF CHANGE: 20081008 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENOIL INC CENTRAL INDEX KEY: 0001261002 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81408 FILM NUMBER: 081113335 BUSINESS ADDRESS: STREET 1: #2020, 633 - 6 AVE SW CITY: CALGARY STATE: A0 ZIP: T2P 2Y5 BUSINESS PHONE: 1-403-750 3450 MAIL ADDRESS: STREET 1: #2020, 633 - 6 AVE SW CITY: CALGARY STATE: A0 ZIP: T2P 2Y5 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALSEY ADVISORY & MANAGEMENT LLC/NY CENTRAL INDEX KEY: 0001105345 IRS NUMBER: 214102641 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 117 BOUNTY STREET CITY: DANIEL ISLAND STATE: SC ZIP: 29492 BUSINESS PHONE: 2122371414 MAIL ADDRESS: STREET 1: 117 BOUNTY STREET CITY: DANIEL ISLAND STATE: SC ZIP: 29492 SC 13G/A 1 halseygenoil_sc13g-1008.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) GENOIL, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 371924101 (CUSIP Number) August 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1745 (3-06) CUSIP No. 371924101 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Tyson Halsey, CFA - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 781,000 ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 781,000 WITH: ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 781,000 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.34% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - HC - -------------------------------------------------------------------------------- 2 CUSIP No. 371924101 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Halsey Advisory & Management, LLC 13-4074361 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH: ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 24,804,727 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,804,727 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA - -------------------------------------------------------------------------------- 3 Item 1(a). Name of Issuer: GENOIL, INC. Item 1(b). Address of Issuer's Principal Executive Offices: GENOIL, INC. 2833 Broadmoor Blvd. Suite 120 Sherwood Park, Alberta Canada T8H 2H3 Item 2(a). Name of Person Filing: Tyson Halsey CFA Item 2(b). Address of Principal Business Office, or if None, Residence: Tyson Halsey CFA 117 Bounty Street Daniel Island, SC 29492 Item 2(c). Citizenship: USA Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 371924101 Item 3. If this statement is filed pursuant to ss.ss240.13d-1(b), or 240.13d-2 (b) or (c), check whether the person filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) |_| An investment adviser in accordance with ss.240.13d-1(b)(1) (ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) |X| A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). 4 Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 781,000 (b) Percent of class: 0.34% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 781,000 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 781,000 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_|. N/A Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10. Certifications. (a) The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 5 Item 1(a). Name of Issuer: GENOIL, INC. Item 1(b). Address of Issuer's Principal Executive Offices: GENOIL, INC. 2833 Broadmoor Blvd. Suite 120 Sherwood Park, Alberta Canada T8H 2H3 Item 2(a). Name of Person Filing: Halsey Advisory & Management LLC Item 2(b). Address of Principal Business Office, or if None, Residence: Halsey Advisory & Management LLC 117 Bounty Street Daniel Island, SC 29492 Item 2(c). Citizenship: USA Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 371924101 Item 3. If this statement is filed pursuant to ss.ss240.13d-1(b), or 240.13d-2 (b) or (c), check whether the person filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) |X| An investment adviser in accordance with ss.240.13d-1(b)(1) (ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). 6 Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Discretionary: 24,804,727 Non Discretionary: ---------- Total Shares as of 8/31/2008 24,804,727 (b) Percent of class: Discretionary: 11% Non Discretionary: (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 24,804,727 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_|. N/A Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10. Certifications. (a) The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 6, 2008 By: HALSEY ADVISORY & MANAGEMENT, LLC /s/ TYSON HALSEY ---------------------------- Name: Tyson Halsey Title: Managing Member /s/ TYSON HALSEY ---------------------------- Name: Tyson Halsey Exhibit A JOINT FILING AGREEMENT This will confirm the agreement by and between the undersigned that the Schedule 13G (the "Statement") to which this Agreement is attached is being filed on behalf of the persons listed below. Each of the persons listed hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each person on whose behalf the Statement is filed is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, and that such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is accurate. By: HALSEY ADVISORY & MANAGEMENT, LLC /s/ TYSON HALSEY ---------------------------- Name: Tyson Halsey Title: Managing Member /s/ TYSON HALSEY ---------------------------- Name: Tyson Halsey Exhibit B DISCLAIMER OF BENEFICIAL OWNERSHIP Tyson Halsey disclaims beneficial ownership as to all shares beneficially owned for Section 13(G) filing purposes by Halsey Advisory & Management, LLC as Investment Adviser. -----END PRIVACY-ENHANCED MESSAGE-----