form20f2008.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

20-F 1 form20f2008.htm FORM 20-F form20f2008.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

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FORM 20-F

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the fiscal year ended December 31, 2008

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

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

For the transition period from

Commission file number:

GENOIL INC.

(Exact name of Registrant as specified in its charter)

Canada
(Jurisdiction of incorporation or organization)

633 – 6 Avenue S.W., Suite 2020 Calgary, Alberta, Canada T2P 2Y5 (Address of principal executive offices)

Tel (403) 750-3450 Fax (403) 290-0592 Contact: Brian Korney

Securities registered or to be registered pursuant to Section 12(b) of the Act:

None.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Stock, Fully Paid and Non-Assessable Common Shares Without Par Value listed on the TSX Venture Exchange and OTC Bulletin Board

SEC 1852 (05-06)		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.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

Common Shares: 262,283,150 as of December 31, 2008 and 274,375,912 as of May 25, 2009 Preferred shares: (zero) as of December 31, 2008.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

¨Yes

x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

¨Yes

x No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.

x Yes

¨No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer ¨

Accelerated filer x

Non-accelerated filer ¨

Indicate by check mark which financial statement item the registrant has elected to follow

x Item 17

¨Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes

x No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

¨ Yes

¨ No

Contents
Item 1. Identity of Directors, Senior Management and Advisers		2
Item 2. Offer Statistics and Expected Timetable		2
Item 3. Key Information		2
Item 4. Genoil's Information		7
Item 5. Operating and Financial Review and Prospects		16
Item 6. Directors, Senior Management and Employees		21
Item 7. Major Shareholders and Related Party Transactions		25
Item 8. Financial Information		27
Item 9. The Offer and Listing		27
Item 10. Additional Information		29
Directors' Conflicts of Interest		30
Borrowing Powers		30
Directors		30
Rights Attached to Shares		30
Alteration of the Rights of Shareholders		31
Shareholders' Meetings		31
U.S. Holder of Common Shares		34
Canadian Federal Income Tax Consequences		35
United States Federal Income Tax Consequences		35
Item 11. Quantitative and Qualitative Disclosures About Market Risk		38
Item 12. Description of Securities Other than Equity Securities		38
Item 13. Defaults, Dividends Arrearages and Delinquencies		38
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds		38
Item 15. Controls and Procedures		38
Item 16. [Reserved]		39
Item A	Audit Committee Financial Expert	39
Item B	Code of Ethics	40
Item C	Audit Fees	41
Item 17. Financial Statements		42
Item 19. Exhibits		42

PART I

Item 1. Identity of Directors, Senior Management and Advisers

A. Directors and senior management.

Not required as this is an annual report under the Exchange Act.

B. Advisers.

Not required as this is an annual report under the Exchange Act.

C. Auditors.

Not required as this is an annual report under the Exchange Act.

Item 2. Offer Statistics and Expected Timetable

Not required as this is an annual report under the Exchange Act.

Item 3. Key Information

A. Selected financial data.

Genoil Inc.'s ("Genoil" or the "Corporation") financial statements are prepared in accordance with Canadian generally accepted accounting principles (GAAP). These principles conform in all material respects with US GAAP except as disclosed in Note 23 to the Consolidated Financial Statements. The following summary financial data should be read together with the Consolidated Financial Statements and the respective notes, the other information contained in this document.

The following selected consolidated financial data as of December 31, 2008, 2007, 2006, 2005, and 2004 and for the years ended December 31, 2008, 2007, 2006, 2005, and 2004 have been derived from Genoil's audited Consolidated Financial Statements, which are included elsewhere, and were prepared in accordance with Canadian GAAP. These principles differ in certain respects from those applicable under U.S. GAAP as is discussed in detail in Note 23 to the Consolidated Financial Statements.

Genoil's Consolidated Financial Statements are stated in Canadian Dollars ("CDN$" or "$"). All dollar amounts provided in this annual report are in Canadian Dollars unless otherwise stated.

Selected Consolidated Financial Information

(All amounts in Canadian dollars)


		Years ended December 31

	2008	2007	2006	2005	2004
Revenue	41,340	108,333	23,393	19,484	-
Loss from continuing operations
Canadian GAAP	(7,767,173)	(11,342,560)	(13,906,047)	(10,923,321)	(9,097,560)
US GAAP	(7,727,562)	(13,348,048)	(13,922,447)	(10,901,392)	(9,135,654)
Loss for the period
Canadian GAAP	(7,767,173)	(11,342,560)	(13,906,047)	(10,923,321)	(9,097,560)
US GAAP	(7,727,562)	(13,348,048)	(13,922,447)	(10,901,392)	(9,135,654)
Loss per share from continuing operations:
Basic and diluted
Canadian GAAP	(0.03)	(0.05)	(0.07)	(0.06)	(0.05)
US GAAP	(0.03)	(0.06)	(0.07)	(0.06)	(0.05)
Income (loss) per share: Basic and diluted
Canadian GAAP	(0.03)	(0.05)	(0.07)	(0.06)	(0.05)
US GAAP	(0.03)	(0.06)	(0.07)	(0.06)	(0.05)
Total assets
Canadian GAAP	4,933,724	5,239,657	6,481,575	6,155,904	12,702,995
US GAAP	4,933,724	5,239,657	6,481,575	6,155,904	12,702,995
Net assets
Canadian GAAP	2,294,715	2,482,629	2,699,148	867,375	5,024,210
US GAAP	2,146,719	2,459,775	2,032,796	(197,740)	3,988,534
Share Capital
Number of Shares Outstanding	262,283,150	232,912,757	223,054,604	196,051,227	178,880,056
Canadian GAAP	51,077,866	45,676,239	34,809,229	21,665,406	15,576,995
US GAAP	83,728,933	78,327,306	67,460,296	54,316,473	48,228,062
Retained earnings (deficit)
Canadian GAAP	(62,889,226)	(55,122,053)	(43,779,493)	(29,873,446)	(18,950,125)
US GAAP	(119,715,872)	(112,064,011)	(98,715,962)	(84,793,515)	(73,892,123)

To date, the Corporation has not issued any dividends to shareholders.

Number of Shares Issued

		Years ended December 31

	2008	2007	2006	2005	2004

Shares outstanding	262,283,150	232,912,757	223,054,604	196,051,227	178,880,056
Shares issued	29,370,393	9,858,153	27,003,377	17,171,171	19,844,647

Currency and Exchange Rates (Cdn$ per 1 US$)

Average exchange rate	2008	1.0660
	2007	1.0747
	2006	1.1304
	2005	1.2114
	2004	1.2191

High / Low in last six months (1 US$ = C$)

	High	Low
March 2009	1.2991	1.2225
February 2009	1.2914	1.2164
January 2009	1.2676	1.1785
December 2008	1.2781	1.1967
November 2008	1.2935	1.1511
October 2008	1.2889	1.0620

B. Capitalization and indebtedness.

Not required as this is an annual report under the Exchange Act.

C. Reasons for the offer and use of proceeds.

Not required as this is an annual report under the Exchange Act.

D. Risk factors.

Going Concern

To date Genoil has not attained commercially viable operations from its various patents and technology rights. Genoil's future is dependent upon its ability to obtain adequate additional financing to fund the development of commercial operations from its various patents and technology rights. The consolidated financial statements are prepared on the basis that Genoil will continue to operate throughout the next fiscal period to December 31, 2009 as a going concern. A failure to continue as a going concern would require that stated amounts of assets and liabilities be reflected on a liquidation basis, which would differ from the going concern basis.

General Risk Factors

An investment in the Corporation's common shares ("Common Shares") should be considered highly speculative. In addition to other information in this Form 20-F, you should carefully consider the following factors when evaluating Genoil and its business.

Much of the information included in this annual report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by the Corporation and its management in connection with its business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect Genoil's current judgment regarding the direction of its business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this document.

The section that follows addresses several of the risk factors related to the Corporation's operations in more detail.

Genoil has a history of substantial losses and negative cash flows. It expects these losses and negative cash flows to continue and increase in the future. If it is unable to make a profit, the Corporation may not be able to continue to operate its business.

Genoil has not earned profits to date and it may not earn profits in the future. Profitability, if achieved, may not be sustained. The commercialization of its technologies requires financial resources and capital infusions and future revenues may not be sufficient to generate the funds required to continue its business development and marketing activities. If the Corporation does not obtain sufficient capital to fund its operations, it may be required to forego certain business opportunities or discontinue operations entirely.

Genoil has incurred significant losses and expects to continue to incur significantly greater costs than revenue received. Consequently, the Corporation expects to incur losses in the near term. If Genoil achieves profitability, it may not be able to sustain it. The business of initiating, developing and implementing inventive or innovative processes is inherently risky. Manpower and capital employed may not result in the development of a commercial or economic process. Once successfully developed, there is no certainty that the intended market will be receptive to the Corporation's technology. In all areas of its business, Genoil may compete against entities that may have greater technical and financial resources. The Corporation is completely dependent upon external sources of financing which may not be available on acceptable or economic terms.

The intellectual property and technology developed by Genoil may not work in the manner anticipated or the market may not be receptive to its technology or other new technologies might be more feasible to implement.

Genoil develops technology for use in various industries. Part of the risk in this type of undertaking is that the technology may not perform as expected or its use may not be economical. The development of intellectual property is expensive and time consuming and if the developed product is not marketable, then no revenues will be realized from its development.

The marketability of Genoil's technologies depends on the ability of those technologies to meet and adapt to the needs of industry customers. The markets for Genoil's technologies may not develop further and the current level of market acceptance of its products may decrease or may not be sustainable. In order to continue marketing its technology, the Corporation must adapt to rapid changes in technology and customer requirements. The Corporation's success will depend, in part, on its ability to enhance its existing technology, gain market acceptance, and continue to develop its products to meet increasingly demanding customer requirements.

Genoil's technology is still experimental so the demand for it is unknown. The Corporation's potential market may not develop as it anticipates and, accordingly, it may not be able to expand its business or operate it profitably.

The Corporation's technology has not been proven in any commercial venture and, as such, any market for its technology will depend significantly on its own efforts. As a result, future demand for its technology is unknown. Genoil believes that many of its potential customers are not fully aware of the benefits of its technology. The Corporation must educate potential customers regarding these benefits and convince them of its ability to provide complete and reliable services. The market for its technology may never become viable or grow further. If the market for its technology does not grow or grows more slowly than it currently anticipates, its business, financial condition and operating results would be materially adversely affected.

Key employees may terminate their employment.

Skilled and educated professionals are a fundamental component of the development of intellectual property. If these key employees terminate their employment with Genoil, the development of its intellectual property may be hindered or delayed, increasing the expenses associated with technology development. The Corporation's success is dependent on the services of members of its senior management team. The experience and talents of this team will be a significant factor in its continued success and growth. The loss of any senior management member could have

a material adverse effect on its operations and business prospects. Given its financial situation, Genoil may not be able to retain or replace its key personnel. The Corporation has no key man insurance.

Genoil has issued common share purchase warrants, options, preferred shares and convertible debt, the conversion and/or exercise of which would have a dilutive effect on its earnings per share.

As of December 31, 2008, the following potentially dilutive instruments were outstanding:

Options outstanding		34,202,500
Warrants outstanding		9,940,735
Notes convertible		5,372,495
Convertible Preferred Shares		-

		49,515,730


Common shares outstanding		262,283,150

Potential dilution		19%

Furthermore, the Corporation may enter into commitments in the future which would require the issuance of additional Common Shares, and it may grant additional stock options. The Corporation is authorized to issue an unlimited number of Common Shares. Issuance of additional shares would be subject to TSX Venture Exchange regulatory approval and compliance with applicable securities legislation. Genoil currently has no plans to issue Common Shares other than upon the exercise of warrants and options, for the purpose of raising funds for general working capital requirements, to acquire additional technology, to accommodate strategic partnerships, or for the satisfaction of debts, in certain, limited circumstances, which issuance would be subject to approval of the TSX Venture Exchange.

Third parties may claim that Genoil infringes their proprietary rights.

Genoil potentially may be subjected to claims that it has infringed the intellectual property rights of others. As the number of products in the oil and gas industry increases, the Corporation may become increasingly subject to infringement claims, including patent and copyright infringement claims. In addition, previous employers of its former, current or future employees may assert claims that such employees have improperly disclosed to Genoil the confidential or proprietary information belonging to those employers. Any such claim, with or without merit, could be time consuming to defend, result in costly litigation, divert management's attention from its core business, require it to stop selling or delay shipping, or cause the redesign of its product. In addition, Genoil may be required to pay monetary amounts as damages, for royalty or licensing arrangements, or to satisfy indemnification obligations that it has with some of its customers.

Genoil may not be able to protect its proprietary information.

Genoil relies on a combination of copyright, patents and trade secret laws, confidentiality procedures, contractual provisions and other measures to protect its proprietary information. All of these measures afford only limited protection. These measures may be invalidated, circumvented or challenged, and others may develop technologies or processes that are similar or superior to the Corporation's technology. Despite its efforts to protect its proprietary rights, unauthorized parties may attempt to copy Genoil's products or to obtain or use information that it regards as proprietary. Given its size and financial situation, Genoil may not be ultimately effective in preventing misappropriation of its proprietary rights.

Genoil's intellectual property may become outdated or surpassed by industry improvements.

Genoil is a technology-based company and is involved in developing, improving, and marketing its technology to customers. There is a risk that new developments in Genoil's field of specialty will arise, making its technology products less marketable. To enhance its position in the technology industry, the Corporation must continue to develop and improve its current products and develop product extensions. There may not be a demand for the products or capital available to finance their development in the future.

Genoil operates in a competitive market.

The business of providing technology-based solutions to industry is highly competitive. Some of Genoil's competitors may have greater financial and marketing resources, greater market share and name recognition than it has, which would allow them to quickly develop market presence in the markets Genoil serves or allow them to expand into new markets that Genoil intends to serve. Given its size and financial position, the Corporation may not be able to effectively compete with these competitors.

Potential expansion and opportunities may arise.

Genoil may continue to expand its operations or product lines through the acquisition of additional businesses, products or technologies. It may not be able to identify, acquire or profitably manage additional businesses or successfully integrate any acquired businesses, products or technologies without substantial expenses, delays or other operational or financial challenges. Furthermore, acquisitions may involve a number of additional risks, including the diversion of management's attention, failure to retain key personnel, unanticipated events or circumstances and legal liabilities, some or all of which could have a material adverse effect on Genoil's business, results of operations and financial condition. In addition, acquired businesses, products or technologies, if any, may not achieve anticipated revenues and profitability. Acquisitions could also result in potentially dilutive issuances of equity securities. The Corporation's failure to manage its acquisition strategy could have a material adverse effect on its business, results of operations and financial condition.

U.S. investors may have difficulty enforcing judgments against Genoil or its management.

Genoil is incorporated in Canada. Substantially all of its assets are located outside the United States. As a result, U.S. investors may not be able to:

effect service of process upon the Corporation or these persons within the United States; or
enforce against the Corporation or these persons in United States courts, judgments obtained in United States courts, including judgments predicated on the civil liability provisions of the federal securities laws of the United States; or
initiate a derivative suit on the Corporation's behalf.

Genoil is subject to exchange rate risk.

Genoil is a Canadian company and its operating expenses and capital expenditures are denominated in Canadian dollars. It will be subject to exchange rate risk where it enters into contracts not denominated in Canadian dollars and, accordingly, fluctuations in exchange rates could have a material effect on its results of operations.

Item 4. Genoil's Information

A. Genoil's history and development.

The Company

Genoil was created from an amalgamation on September 5, 1996 under the Canada Business Corporations Act of Genoil Inc. and Continental Fashion Group Inc., a public company whose shares traded on the Alberta Stock Exchange. At the time of the merger, Continental Fashion Group Inc. had no assets, no liabilities and did not carry on any business.

The address of its head office is 2020, 633 – 6 Avenue S.W., Calgary, Alberta, T2P 2Y5 and its phone number is (403) 750-3450.

History

1996	-	Genoil was created from an amalgamation between Genoil Inc. and Continental Fashion Group Inc.
		Continental Fashion Group Inc. shareholders received shares in the amalgamated company on a 10-for-1
		basis while Genoil Inc. shareholders received shares in the amalgamated company on a 1-for-1 basis.
1997	-	Genoil acquired interests in oil and gas properties located in the Province of Quebec;
	-	St. Genevieve Resources Ltd., Genoil's then parent company, re-directed funds from its accounts, leaving
		Genoil insolvent;
	-	Debt owed by Explogas Ltd. ("Explogas") was converted for farm-in rights in Cuba offshore and onshore
		in a related party transaction by which Genoil acquired shares of Explogas and a general release in
		respect of their dealings. Subsequent to the conversion of debt, Genoil sold all of its shares in Explogas.
1998	-	Genoil was re-capitalized by Beau Canada Exploration ("Beau") and it became a subsidiary of Beau;
	-	Genoil's board of directors and management were replaced and it changed its year end to December 31st;
	-	Royalty interests and producing properties in the Western Sedimentary Basin were purchased for
		$2,600,000. As this was a non-arm's length transaction and the purchase price was determined with
		reference to an independent engineering assessment.
	-	Genoil listed on the Canadian Venture Exchange (CDNX) predecessor to the TSX Venture Exchange.
1999	-	Genoil acquired all outstanding common shares of CE3 Technologies Inc. This was an arm's length
		transaction;
	-	Genoil's subsidiaries at the end of 1999 were CE3 Technologies Inc. ("CE3"), Enviremedial Services Inc.
		("Enviremedial") (CE3 was sole shareholder of Enviremedial), and Genoil Merchant Banking Intragroup
		Restricted Limited ("GMBI");
	-	Genoil sold its Cuban interests.
2000	-	All of Genoil's Canadian royalty interest and producing properties were sold to Beau Canada for
		$1,700,000. As this was a non-arm's length transaction the purchase price was determined with reference
		to an independent engineering assessment. The disposition was recorded at the exchange value based on
		a valuation reviewed by independent petroleum engineers;
	-	Genoil also sold GMBI to Beau for $1,400,000 cash consideration. As Genoil shifted its focus to
		technology development from oil and gas operations, GMBI, which held some residual international oil
		and gas exploration prospects and some accumulated tax losses, was no longer a core asset. This
		transaction, which was non-arms length, approximated fair value given a reasonable estimate of the value
		of the accumulated tax losses and the exploration prospects;
	-	Beau distributed its holdings in Genoil, a total of 61,600,000 Common Shares, to its shareholders and
		ceased to be Genoil's parent company;
	-	CE3 was placed into receivership as it had substantial cost overruns on its oil sands cleaning facility.
		CE3's creditors took over the project, and Genoil made a bid to the receiver for CE3's technology.
		Genoil was successful in its bid and the remaining operations of CE3 were wound up by the receiver;
	-	Genoil changed its registered office from Toronto, Ontario to Calgary, Alberta.
2001	-	Genoil acquired all of the intellectual property of CE3, as well as certain capital assets, including a pilot
		heavy oil upgrader facility, for $2,000,000 cash consideration and the subordination of CE3's
		approximate $20,000,000 of secured debt owing to Genoil;
	-	David Lifschultz acquired 10,121,462 Common Shares of Genoil. Mr. Lifschultz acquired 1,613,450 of
		these shares through a private placement, with the remaining amount acquired through market purchases
		at prices between $0.09 and $0.11 per share.
	-	Exclusive rights to the oil-water separation technology which Genoil held were indefinitely extended.
2002	-	Genoil purchased Hydrogen Solutions Inc. and was assigned an existing license for EHG Technology
		LLC ("EHG") technology, which it paid for by issuing 10.5 million Common Shares and agreeing to pay
		a 32.5% royalty based on net operating income relating to hydrogen production. This was an arm's
		length purchase. The Corporation acquired the exclusive rights to a process for generating hydrogen
		from water;
	-	Genoil acquired patent rights for a three-phase oil water separator as well as an existing commercial oil
		water separation unit in exchange for 700,000 of its Common Shares at a deemed price of $0.22 per
		share;
	-	Genoil completed two non-brokered private placements through which it issued 6,566,614 Common
		Shares at a price of $0.18 per Common Share and 20,226,853 Common Shares at a price of $0.10 per
		share. As part of the latter placement, Mr. Lifschultz purchased an additional 19,770,329 shares,

		bringing his shareholdings to 20.5% of Genoil's outstanding Common Shares. Mr. Lifschultz paid cash
		for these shares;
2003	-	Genoil continued operations under the agreement with EHG for the purpose of conducting tests of the
		hydrogen generating technology at a site in Romania;
	-	Outstanding warrants, representing a total of 11,262,500 Common Shares, were extended for one
		additional year to February 12, 2004. These warrants have now expired;
	-	A number of shares-for-debt agreements were reached with several of Genoil's creditors. As of
		December 31, 2003, Genoil had issued 5,186,060 Common Shares representing $732,325 of creditor
		liabilities for the year 2003. It received approval from the TSX Venture Exchange to list all of the shares
		issued pursuant to such arrangements and all such shares were issued subject to a TSX Venture Exchange
		imposed four-month hold period;
	-	Genoil completed two non-brokered private placements through which it issued 6,008,499 Common
		Shares at a price of $0.10 per share and 6,917,193 units at a price of $0.15 per unit (each unit being
		comprised of one Common Share and three-tenths of a share purchase warrant, with each full warrant
		allowing its holder to purchase one Common Share at a price of $0.20 for a period of two years).
2004	-	Genoil completed a non-brokered private placement through which it issued 10,642,820 units at a price
		of $0.14 per unit (each unit being comprised of one Common Share and three-tenths of a share purchase
		warrant with each full warrant allowing its holder to purchase one Common Share at a price of $0.15 for
		a period of two years).
	-	The Corporation issued 1,674,999 shares in satisfaction of obligations to four creditors including two
		officers and one related party.
	-	Genoil entered into a contract with Silver Eagle Refining – Woods Cross Inc. ("Silver Eagle") to install
		the first commercial Genoil Hydroconversion Upgrader ("GHU").
	-	Genoil raised $900,000 through two short-term loans from a director. As compensation for the loan, the
		Corporation issued to the lender 300,000 Common Shares at a deemed price of $0.25 per share.
	-	Genoil signed an agreement with OAO Lukoil (“Lukoil”) for the testing of its heavy oil from the Yarega
		oil field in Russia's Komi Republic.
	-	Genoil signed a licensing agreement with Velox Corporation regarding the "Maxis" oil and water
		separation system. Genoil has proprietary rights to the "Maxis" hydrocyclone technology that provides
		upstream, high-speed separation of oil from water in the field. Genoil’s Maxis uses the hydrocyclone
		system to provide pre-treatment and de-watering of crude emulsions.
	-	Genoil signed a licensing agreement for its Claris technology with MNGK, a Russian oil services firm.
	-	Genoil acquired a controlling interest in Velox Corporation.
	-	In December, Genoil completed a non-brokered private placement through which it received $5,638,220
		and issued non-interest bearing convertible debentures with a conversion price of $0.44 per share. The
		participants in the private placement also received 3,203,534 warrants entitling them to purchase
		3,203,534 Common Shares at a price of $0.85 per share any time prior to December 23, 2009. The
		debentures mature in December, 2014.
2005	-	On February 3, 2005, a lender agreed to exercise its right to acquire 10,000,000 Common Shares for
		$2,300,000. As part of the note payable settlement agreement, the Company agreed to arrange for
		investors to purchase the 10,000,000 Common Shares exercised by the holder for approximately $3.0
		million. The total proceeds on the sale of shares were paid to the holder to settle the entire principal and
		accrued interest outstanding to the lender.
	-	The Corporation settled payables with insiders equal to $471,414 through the issuance of 1,266,873
		Common Shares pursuant to certain shares for debt agreements.
	-	Late in 2005 the Corporation received a letter of termination from Silver Eagle.
	-	Genoil completed a non-brokered private placement, through which it received $750,000 and issued a six
		month convertible debenture, accruing interest at a rate of 12% per annum with a conversion price of
		$0.44 per share.
	-	Genoil signed a letter of intent with Surge Global Energy, Inc. to evaluate the construction of a 10,000
		barrel per day commercial upgrader based on its technology.
	-	In December 2005, Genoil arranged a non-brokered private placement. Pursuant to this private
		placement, Genoil received $750,000 and issued a six month convertible debenture, accruing interest at a
		rate of 12% per annum and having a conversion price of $0.44 per share. The private placement also
		included 426,000 warrants to purchase Common Shares at an exercise price of $0.85 per share and
		exercisable within 6 months of the date of issuance.

2006	-	Genoil entered into a non-binding memorandum of understanding with Hebei Zhongjie PetroChemical
		Group Company Ltd. (“Hebei Zhongjie”) to jointly develop and build the first major commercial heavy
		oil upgrader in China based on the GHU® technology.
	-	Genoil's GHU® technology was approved by the United States Patent and Trademark Office.
	-	Lifschultz Terminal and Leasing Co. Inc. and Lifschultz Enterprises Co, LLC converted their outstanding
		$750,000 convertible notes, originally acquired in 2005 and 2006 respectively, into Common Shares thus
		eliminating a $1,500,000 outstanding debt payable by Genoil.
	-	SDS Capital Group SPC, Ltd. converted $296,316 of its outstanding $428,995 non-interest bearing
		convertible debenture originally acquired in December 2004.
	-	In June 2006, Genoil and Steaua Romana Refinery signed a memorandum of understanding for a
		Hydroconversion Upgrader in Romania.
	-	In August 2006, Genoil entered into a purchase and sale agreement with Murphy Canada Exploration
		Company for the purchase of rights to royalties previously held by Beau Canada Exploration Ltd. Genoil
		acquired those rights in exchange for 4,500,000 common shares.
	-	In September 2006, Genoil completed a private placement, receiving US$3,550,150 and issued 4,863,218
		Common Shares, and 1,215,802 warrants to purchase Common Shares at an exercise price of US$1.10
		per share and exercisable within two years from issue date.
	-	In October 2006, Genoil and Hebei Zhongjie signed a Letter of Intent to proceed with the design and
		installation of a 20,000 bpd GHU at their refinery in Nampaihe Town, Huanghua City, Hebei, China.
		Hebei Zhongjie shipped oil for testing at the Corporation's pilot facility in Two Hills, Alberta. Genoil
		will immediately begin work on the first stage of the project's engineering design.
	-	Genoil completed a non-brokered private placement, through which it received $968,825.19 and issued a
		convertible debenture carrying a 12% annual interest rate and having a conversion price of $0.75 per
		share. In connection with the issuance of the convertible debentures, Genoil granted 322,941 warrants
		exercisable for a term of 6 months at $0.98 per share.
2007	-	In April 2007, Genoil and two holders of convertible notes, originally issued in October 2006, agreed to
		extend the maturity date by six months to October 6, 2007, with such notes to continue on the same term
		in all other respects. The warrants issued in connection with these notes were likewise extended.
	-	In April 2007, Genoil entered into a testing agreement with Hebei Zhongjie for testing of their heavy oil
		at the Company’s pilot plant to determine final parameters to move the project into the next phase.
	-	In May 2007, Genoil entered into shares-for-debt agreements with several of Genoil’s outside directors,
		they agree to forgive a total of $223,000 in unpaid director’s fees in exchange for 660,740 common
		shares of the Corporation.
	-	In May 2007, Genoil entered into a funding agreement with the Chairman and CEO of the Corporation,
		who received 600,000 common share purchase warrants in lieu of interest on a line of credit of $
		1,000,000 made available to the Company. Each warrant is exercisable for one common share of the
		Corporation at a price of $0.58 per share at any time within one year from its date of issue.
		- In July 2007, the company finalized a private placement receiving $ 2.8 million and issuing 5,130,382
		common shares. Additionally, 0.25 common share purchase warrants are being issued for each common
		share, which are exercisable until three years following their issue date at a price of US$0.78.
		- Genoil issued 107,825 shares to satisfy amounts outstanding to a consultant of the Corporation.
		- In August 2007 the Corporation granted 1,000,000 incentive stock options for an officer at a strike price
		of $0.57,
		- In September 2007, Genoil announced the completion of the heavy oil testing for Hebei Zhongjie
		refinery.
		- The Genoil Crystal Sea bilge cleaner received final US Coast Guard certification for marine oil
		pollution prevention equipment.
		- By the end of September, the Canadian patent application for the GHU upgrading technology was
		approved by the Canadian Intellectual Property Office.
		- In October 2007, Genoil and the holders of the convertible notes and warrants that had been extended in
		April, agreed to another extension of six months to April 6, 2008, and on the same terms.
		- In October 2007, Genoil announced it signed a binding Memorandum of Understanding with Stone &
		Webster International, subsidiary of The Shaw Group, for marketing and technical assistance for further
		development of the GHU technology and future projects.
		- In November 2007, Genoil agreed to convert long term convertible notes held by a major investor into
		2,785,681 convertible preference shares. Each preferred share will be convertible into four common
		shares of Genoil at $1.76.

		- In November 2007, Genoil started working on two gas metering plant projects together with
		Aquamation Inc., a Houston-based process equipment company. Under a Joint Operating Agreement
		Genoil will supply Aquamation with Engineering Services on an hourly billing rate plus expenses.

.2008	- In August 2008, Genoil signed a Memorandum of Understanding OCM Tasimacilik Lojistik Madencilik
		Ticaret Ve Sanayi A.S. (‘OCM’0, one of the largest conglomerates in Turkey, to jointly develop oil water
		separation projects. This MOU establishes that OCM will assist Genoil in marketing efforts in different
		countries where they have exposure, such as Russia, the former Soviet Republics, the Middle East and
		Africa.
	- Short term notes (and attached warrants) from entities affiliated with the Corporation’s Chairman and
		Chief Executive Officer, expired on October 6, 2008 and were replaced with new notes and warrants that
		mature in October 2009. The new notes have a face value of $1,227,356, a term of one year, carry
		interest at 12% and are convertible into common shares at $0.27. The notes have 1,136,442 warrants
		attached that have an exercise price of $0.41 and a term of one year.
	-	In order to reduce it’s cash burn rate, the company has reduced its headcount, resulting in a significant
		reduction in human resource costs.
	- On March 3, 2008, the Company raised C$247,075 in a private placement. The Company issued 378,787
		shares at US$0.66 and 94,696 warrants with an exercise price of US$0.99 and a term of 5 years.
	- At the beginning of May 2008, Genoil announced a new bridge financing from the company’s CEO. The
		previous $1 million credit facility was replaced by a one year, $5 million facility that bears interest at
		12% and has 1,200,000 warrants attached; the warrants have an exercise price of $0.37 and a term of one
		year. Under the terms of this agreement the CEO agreed to lend to the Company up to an aggregate of
		$5 million, provided that the amounts have been pre-approved by the CEO. Any amounts repaid shall
		not be subject ot being redrawn and shall reduce the aggregate commitment. Upon the repayment of all
		advances at any time, this facility shall terminate immediately.
	- During July the company, through a private placement, raised US$2,565,682 by issuing 11,155,132
		common shares at US$0.23 with 2,788,777 warrants at $0.29 and a term of two years attached. Of this
		US$1,036,410 was used to repay the balance outstanding under the funding agreement from the CEO.
	- On January 15, 2009, Genoil announced it signed an exclusive five year licensing agreement with
		DongHwa Entec Co., Ltd. located in Busan, South Korea – the leading manufacturers of heat exchangers
		and related multi-stage water generators for a number of industries, including marine. DongHwa will
		license Genoil’s Bilge Water Separation technology for all ships, industrial fields and offshore rigs
		manufactured or retrofitted in Korea, China and Japan, and additionally, DongHwa will also manufacture
		the Genoil Bilge Water Separator units for sale by Genoil.
	-	The Company also signed a joint venture agreement with The Clarendon Group to co-operate
		internationally in the promotion, marketing, sales, service provision and logistics of Genoil’s Crystal
		Oily Water Separators. The Clarendon Group, based in London, England, provides international
		financial expertise having extensive knowledge and experience in new technologies and key contacts in
		ports and ports servicing companies internationally. Clarendon Group has made significant contacts in
		Malaysia, Indonesia, Turkey, United States, Bahamas and China, and has an extended sales pipeline in
		the United Kingdom and other parts of Europe.

B. Business overview.

General Development of the Business

Genoil's principal business is the development of technologies relating to the oil and gas industry. Its present goal is to commercialize its technologies internationally.

The Corporation owns rights to several patented and proprietary technologies. A number of products that have been created from these technologies are under development. None of its technologies have been commercialized. A discussion of these products follows.

No consideration has been given to consumer boycotts as a result of operations in Countries of Particular Concern as defined by the International Religious Freedom Act of 1998. Genoil is a Canadian company and as such the International Religious Freedom Act of 1998 does not apply to its operations. The Corporation does not produce consumer products.

Pilot Heavy Oil Upgrader

Genoil owns heavy oil upgrader technology. Genoil's pilot heavy oil upgrader (the "Upgrader") uses a hydrogen addition process, as opposed to conventional carbon rejection. The considerable price differential between light and heavy oil creates a potential opportunity for the Upgrader to be developed for both heavy oil and bitumen The hydrogen addition process is a process whereby hydrogen is mixed with bitumen under specific pressures and temperatures to upgrade the bitumen from a low API to whatever desired value the client requires. Genoil's Upgrader has progressed through the development stage.

During the first quarter of 2006, Genoil entered into a non-binding memorandum of understanding (“MoU”) with Hebei Zhongjie Petrochemical Group Company to jointly develop and build the first major commercial heavy oil upgrader in China based on the Genoil GHU technology. The MoU was followed by a Letter of Intent (“LoI”) after a high level delegation of Hebei Zhongjie visited the Genoil office in Edmonton in September 2006. Hebei Zhongjie shipped a sample of their blend of heavy oil and refinery residues to Canada and in October 2007 Genoil successfully completed the testing at the Two Hills pilot plant. Genoil is currently proceeding with the Front End Engineering & Design ("FEED") study to be integrated into a final contract approval of the project.

This project has a planned start up date of early 2010. The LoI sets out the framework upon which Genoil and Hebei Zhongjie plan to proceed with the design and installation of a 20,000 bpd GHU at Hebei Zhongjie's 150,000 bpd petrochemical facility in Nampaihe Town, Huanghua City, Hebei, China. The LoI also provides that the Corporation will fund 80% of the total capital costs for the implementation of the project and Hebei Zhongjie agrees to fund the remaining 20%. Further, the LoI provides that net profits of the project shall be allocated and paid as to 60% to the account of the Corporation until such time as the Corporation has received net profits in an amount equal to double the Corporation's costs. Following such time, 10% of all net profits realized from the project are to be received by the Corporation for so long as the refinery remains in operation.

A high level Lukoil delegation visited Alberta in mid-June 2006 and held discussions with the Genoil engineering team at its Sherwood Park offices outside Edmonton. During a detailed review of Lukoil’s requirements in the area of heavy oil upgrading, Lukoil requested a further elaboration of a project study submitted with respect to a proposed GHU project in the Komi region of Russia. Genoil presented a commercial proposal for a 60,000 bpd upgrader in October 2006. At this point, Lukoil has not made a decision on the development of the oil field.

In August 2006 Genoil signed a Memorandum of Understanding with Steaua Romana refinery in Romania. It is Genoil's plan to conduct a GHU retrofit of 1,500 bpd on this refinery that processes 11,000 bpd, and to utilize this project as a showcase for European, Eastern European, Russian and CIS oil companies, and despite its relatively small size, to demonstrate the versatility of the GHU technology. The anticipated Steaua Romana refinery retrofit will be conducted for the purpose of upgrading the vacuum distillation towers residues and obtaining hydrocarbons of higher value than might otherwise be achievable and which can be further processed in the refinery. A GHU unit installed in this refinery would help increase their refinery utilization as right now the amount of residue being produced is limiting this refinery to 60% production capacity. The GHU installation is part of a larger refurbishing project of the Steaua Romana refinery and as such is dependent on other decisions the refinery has to make.

In October 2007, Genoil announced the appointment of new experienced staff to manage its global business development and Middle East operations for further global promotion of the GHU® heavy oil upgrading technology.

Following that announcement, Genoil signed a binding Memorandum of Understanding with Stone & Webster International, Inc. (SWI), a wholly owned subsidiary of The Shaw Group Inc. Stone and Webster will provide marketing and technical assistance to Genoil in connection with further development of Genoil’s GHU technology. In the short term SWI is assisting Genoil with our engineering needs as they pertain to the scale up of the GHU, to support the engineering depth it takes to do the detailed engineering and project management of large projects. While Genoil will always maintain control over the process engineering and our GHU technology, SWI’s association with Genoil allows Genoil to field many more engineers required to execute a project in all engineering disciplines required i.e. mechanical, electrical, piping, civil and structural etc.

Oil/Water Separation

Genoil owns certain oil/water separator technology rights through a wholly owned subsidiary. Its Maxis oil/water separator separates oil from water at the wellhead. An oil/water separator test unit is located at the Corporation's Upgrader facility for testing at Two Hills, Alberta, Canada. Other companies also have oil/water separators that operate near the wellhead, but often require additional sources of heat to function efficiently. Oil/water separators generally use gravity, heat or a combination of the two as well as filters. Some separators also use gravity and the movement of the fluid ("cyclonics") to separate oil and water. Genoil's separators are designed to use cyclonic action to separate oil and water more efficiently than strictly gravitational or heat based separators. Other cyclonic separators exist but management believes that, as a result of the design of Genoil's separators, they should perform better than existing separators currently in use.

Genoil’s Crystal Sea water separator is a compact unit that is able to handle smaller volumes using a compartmental process. Genoil built a prototype that has been successfully tested by U. S. Coast Guard and has presented this technology to a major tanker line. The Crystal Sea Separator has the potential of tapping a 50,000 ship market, as all ships over 200 tons which sail internationally must be outfitted with a device of this nature, as per international shipping regulations. This new generation of our existing Crystal technology meets or exceeds the IMO MEPC 107(49) resolution that requires the separators to treat bilge water containing surfactant elements such as oil, emulsionated hydrocarbon water and detergent, and after processing to have an effluent discharge of less than 15 ppm for territorial waters and less than 5 ppm for discharge into inland waterways.

In November 2007, Genoil signed a Joint Operating Agreement with Aquamation Inc., a Houston-based process equipment company, to collaborate in industrial water treatment projects & process plant projects for clients in the oil and gas and petrochemical industries. Under this agreement, both companies will jointly market and further develop and integrate their oil and water separation technologies, supplying process engineering, design, equipment and technology, and executing projects sharing revenues and profits as equal partners. Genoil and Aquamation, have started working on two projects for gas metering plants in Nigeria, for the Nigerian Gas Company and on behalf of Zakhem Construction - Nigeria.

In August 2008, Genoil signed a Memorandum of Understanding OCM Tasimacilik Lojistik Madencilik Ticaret Ve Sanayi A.S. (‘OCM’0, one of the largest conglomerates in Turkey, to jointly develop oil water separation projects. This MOU establishes that OCM will assist Genoil in marketing efforts in different countries where they have exposure, such as Russia, the former Soviet Republics, the Middle East and Africa.

Revenues from Product Sales

The majority of Genoil's products continue to be at the commercialization stage and have not yet produced revenues at this time.

In 2004, Genoil received $139,930 pursuant to an agreement with OAO Lukoil. The upgrading of heavy oil from Lukoil was completed in early 2005. The amounts are included as a recovery in pilot upgrader expenses.

During 2008 and 2007 the Company generated revenues of $36,109 and 83,456 respectively, by providing engineering consulting services to Aquamation Ltd pursuant to a Joint Operating Agreement.

Interest was earned on short-term investment of the Company’s cash reserves.

Expenditures Relating to the Sale of Products

Genoil is primarily involved in the development of its technologies for commercial application. The Corporation engaged two full-time employees (one engineer and one administrative) and three consultants (one engineer and two financial professionals) to help in selling and marketing its products, and to seek funding during 2006.

The following table presents expenditures relating to the sale and marketing of Genoil's products for the past five fiscal years, by source:

	2008	2007	2006	2005	2004

Business development	691,101	828,349	1,172,098	1,739,788	3,263,955

Business development expenses consist largely of traveling expenses as officers traveled, mainly to China, USA and Middle Eastern countries, to negotiate contracts and present at conferences.

Genoil does not intend to commit to any expenditures of any other nature, beyond expenditures necessary for the development and maintenance of its technologies, in the near future.

While Genoil’s primary commercial focus has been on the GHU, it has also recently made advances with respect to potential near term revenue opportunities from its Maxis and Crystal products. Genoil anticipates sales of both Maxis and Crystal units based on increasingly strict environmental regulations. Therefore, the Company is anticipating the generation of income in the short term from sale of oil/water separation equipment. The Corporation continues to believe that the largest potential for medium and long-term revenue is based on sales of the GHU technology.

Geographic Markets

The Company markets its technology mainly to potential customers in the Middle East, Russia and China. The markets for Genoil’s products are global.

Intellectual Property Rights

Genoil has 8 patent applications under review in Canada, the United States, Europe, Venezuela and Brazil and has been granted 6 US patents (Patent nos. 6,074,549; 6,527,960; 6,125,865; 7,001,502; 7,014,756; 5,603,825), 2 Canadian patents (No. 2,243,142 and 2,306,069), and Velox has one patent (5,965,021). Genoil either owns or licenses the rights to all intellectual properties used in its products.

Genoil has copyright, patent rights and trademarks, which are necessary and contribute significantly to the preservation of its competitive position in the markets which it addresses. It is possible that the Corporation's patents and other intellectual property will be challenged, invalidated or circumvented by third parties in the future. In the future, it may not be able to obtain necessary licenses on commercially reasonable terms. Genoil enters into nondisclosure agreements with its suppliers, contractors and employees, as appropriate, so as to limit access to and disclosure of its proprietary information. These measures may not suffice to deter misappropriation or independent third party development of similar technologies, which may adversely affect the Corporation.

Sales, Marketing and Distribution

Genoil is presently involved in pursuing sales of its Oil/Water Separator Units. Genoil is pursuing sales of Oil/Water Separators through its international network of agents and various engineering firms that deal with oil and gas companies throughout the world.

Genoil intends to market its products and license its GHU technology throughout the world's oil refining and production industry. Genoil is presently engaged in discussions with refining operations in North America, Europe, Latin America, Asia and the Middle East. It has entered into 15 contracts with agents that cover 36 countries to further pursue these sales.

Competition

Genoil is aware that several other companies may be presently pursuing the development of technologies in the oil and gas industry. It acknowledges that it is possible that some of these technologies may be similar in nature to its products and technologies. Such companies, should they be involved in selling or developing the same technology as Genoil, may be potential competitors to the Corporation. The Company believes that its patented fixed bed catalyst hydroprocessing technology in the GHU is competitively advantaged in the market by virtue of

the expected comparatively low capital and operating costs and high product yields for operators relative to other coking or hydroprocessing products.

Government Regulations

There are several government regulations with which Genoil must comply. Failure to comply with these regulations could adversely affect its business. Certain government regulations require the imposition of standards that are normally a part of industry knowledge, and as such, would be understood and acted upon by the Corporation in the normal course of doing business.

Genoil, as a producer of technology and intellectual property, is not generally subject to environmental regulations. Genoil specializes in mechanical processes and as such its regular operations do not fall within the scope of environmental protection legislation.

The Corporation is subject to securities regulation in the Canadian jurisdictions in which it is a reporting issuer. As an issuer with securities traded on the TSX Venture Exchange, the Company is subject to its rules. The Corporation's shares are also traded on the OTCBB and as such, the Corporation is subject to the OTCBB listing requirements. Genoil must maintain a legislated level of public disclosure and must maintain minimum listing requirements based on its financial performance, resources and stage of development.

Plan of Operation

Genoil intends to continue to focus on marketing and developing its products in the immediate future. The Company may also consider opportunities in projects that incorporate its GHU Technology.

To fund its near term working capital requirements, on March 3, 2008, the Company raised C$247,075 in a private placement. The Company issued 378,787 shares at US$0.66 and 94,696 warrants with an exercise price of US$0.99 and a term of five years

At the beginning of May 2008, Genoil announced a new bridge financing from the company’s CEO. The previous $1 million credit facility was replaced by a one year, $5 million facility that bears no interest and has 1,200,000 warrants attached; the warrants have an exercise price of $0.37 and a term of one year. Under the terms of this agreement, CEO agreed to lend to the Company up to an aggregate of $5 million, provided that the amounts have been pre-approved by the CEO. Any amounts repaid shall not be subject to being redrawn and shall reduce the aggregate commitment. Upon the repayment of all advances at any time, this facility shall terminate immediately. Any amounts not repaid on May 12, 2009 will accrue interest at 12%.

During July 2008 the Company, through a private placement, raised US$2,565,682 by issuing 11,155,132 common shares at US$0.23 with 2,788,777 warrants at $0.29 and a term of two years attached. Of this US$1,036,410 was used to repay the balance outstanding under the funding agreement from the CEO.

C. Organizational structure.

Genoil has a total of 10 full time employees, and also hires outside consultants as required in the cities of Calgary and Edmonton, Alberta, New York, New York, Houston, Texas, and in Europe. The Corporation has also engaged a number of sales agents that cover 36 countries in North and South America, Europe and the Middle East. Some consultants and the agents generally act as representatives on Genoil’s behalf with respect to commercial opportunities in their respective cities and countries. The Corporation intends to rely upon the services of these representatives and to remunerate them by means of sales commissions and incentive stock options.

Genoil has five subsidiaries: Genoil (USA) Inc., Velox Corporation, Hydrogen Solutions Inc., Genoil Technology International C.A. and Crystal Clear Solutions Inc. (the "Subsidiaries"). Genoil (USA), Inc., a wholly-owned subsidiary, was incorporated on December 29, 2004, in the State of Delaware, to facilitate payment of charges incurred by David K. Lifschultz, CEO of the Corporation, relating to market development in the U.S.A. Genoil owns 100% of each of Hydrogen Solutions Inc. and Crystal Clear Solutions Inc., both corporations incorporated in Canada pursuant to the Business Corporations Act (Alberta). It also owns 100% of Genoil

Technology International C.A., incorporated in Venezuela. None of these subsidiaries have any material assets or operations. Hydrogen Solution Inc. has had its legal entity status struck due to inactivity.

Genoil holds a 50.1% interest in the voting shares of Velox Corporation, which is a corporation incorporated in Canada pursuant to the Business Corporations Act (Alberta). Velox Corporation's primary asset is a cyclone oil and water separation technology. Velox Corporation currently has no material operations.

D. Property, plant and equipment.

Human Resources and Facilities

Genoil presently operates out of four main locations: an office in Edmonton, Alberta, an office in Calgary, Alberta, an office in New York, New York, and a research and development site located at Two Hills, Alberta.

Genoil currently has five employees and one consultant based at its office in Edmonton, Alberta. During 2008, the Corporation leased 8,300 square feet and paid $ 9,436.37 per month for rental of this space. Genoil uses its Edmonton office for engineering, research and development.

The Corporation has two employees and one consultant based at its office in Calgary, Alberta. During 2008, Genoil Calgary paid $2,000 per month in rent. Genoil uses its Calgary office for corporate administration and marketing.

Genoil had two employees based at its facilities located in Two Hills, Alberta, at December 31, 2008. It uses its Two Hills facilities for research and development and for client demonstrations.

The facilities operated by the Corporation are not subject to environmental protection legislation and to its knowledge no environmental issues exist that would potentially affect its utilization of its assets.

Item 4A. Unresolved Staff Comments

Not applicable.

Item 5. Operating and Financial Review and Prospects

Forward-Looking Statements

Statements in this report, or any document filed by Genoil with the different governing authorities, by or on behalf of it, to the extent not directly and exclusively based on historical events, constitute "forward-looking statements". These statements represent the Corporation's intentions, plans, expectations, and beliefs, and no assurance can be given that the results described in such statements will be achieved.

Forward-looking statements include, without limitation, statements evaluating market and general economic conditions in the following sections, and statements regarding future-oriented revenues, costs and expenditures. Investors are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date of this document. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. Such risks and uncertainties with respect to the Corporation include the effects of general economic conditions, changing foreign exchange rates and actions by government authorities, uncertainties associated with legal proceedings and negotiations, industry supply levels, competitive pricing pressures and misjudgements in the course of preparing forward-looking statements.

Genoil disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

A. Operating results

Overview

Genoil's financial statements are prepared in accordance with Canadian GAAP, which conform in all material respects with US generally accepted accounting principles, except as disclosed in Note 23 to the Consolidated Financial Statements, and are presented in Canadian dollars unless otherwise indicated.

The following discussion and analysis provides a review of activities, results of operations, cash flows and the Corporation's financial condition for the fiscal year ended December 31, 2008 in comparison with those for the fiscal year ended December 31, 2007. This discussion should be read in conjunction with the Consolidated Financial Statements of the Company, attached hereto (see Item 19 A).

Genoil is actively involved in the marketing, development and commercial applications of its proprietary technologies. Its pilot plant is located at Two Hills, Alberta.

To December 31, 2008, the Corporation has incurred significant operating losses. The Corporation expects to continue to have operating losses during the next year and expects to fund its operations in the near term from capital stock offerings and project loans.

As Genoil’s business has not yet generated revenue from operations, the Company requires cash infusions on a regular basis as it seeks to grow, develop and market its technologies.

The Corporation will continue to review the prospects of raising additional debt and equity financing to support its operations until such time that its operations become self-sustaining, fund any further research and development activities, and ensure the commercial realization of its assets and discharge of its liabilities. While the Corporation is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate sufficient funds for operations.

Results of Operations – Year Ended December 31, 2008

Significant items

	2008	2007	2006

Revenue	$ 36,109	$ 83,456	-
Interest received	$ 5,231	$ 24,877	$ 23,393

General & Administration costs
Human resources	$ 1,751,667	$ 2,447,727	$ 2,072,491
Business development	691,101	828,349	1,172,098
Professional fees	439,843	621,600	687,687
Rent	301,535	307,322	187,341
Shareholder services	185,210	132,262	133,223

Research & Development costs
Development costs	$ 417,102	$ 468,366	$ 335,322

Other items
Impairment of long term assets	$ 39,945	$ 253,351	$ 121,753
Accounts payable written off	-	(86,916)
Repurchase of royalty agreement	-		4,230,000
Stock-based compensation	2,861,867	4,669,555	3,554,776

Net loss	$ (7,767,173)	$ (11,342,560)	$ (13,906,047)

Total administration expenses decreased by 11.6% in 2008. The significant subcategories thereof are shown above.

In order to reduce it’s cash burn rate, the company has reduced its headcount, resulting in a significant reduction in human resource costs. Severance payments mitigated the decrease. In 2006 directors were remunerated with stock options, which were classified as stock-based compensation while their fees in 2007 were classified under human resources and settled with shares for debt agreements.

Business development consists mainly of travel expenses to China and the Middle East. Costs decreased due to a decrease in attendance at conferences and the related printing of marketing material.

Professional fees are positively correlated with the level of activity and a corporate undertaking to limit the use of third party experts. During 2007, the newly appointed full time consultants also received options, resulting in an increase in stock-based compensation.

Development expenses in 2007 increased due to the cost of testing oil for Hebei Zhongjie Petro-Chemical Group in China..

Please refer to the financial statements for details on other unusual items.

Acquisitions

Genoil did not make any significant acquisitions in 2008.

B. Liquidity and Capital Resources

Genoil’s business is capital intensive, requiring cash infusions on a regular basis as it seeks to grow its business. The Corporation expects to be able to fund its capital expenditure program to the end of 2008 using working capital and, to the extent required or desirable, through funds raised in the capital markets and short term loans.

On February 3, 2005, a lender agreed to exercise its right to acquire 10,000,000 Common Shares for $2,300,000. As part of the note payable settlement agreement, the Company agreed to arrange for investors to purchase the 10,000,000 Common Shares exercised by the holder for approximately $3.0 million. The total proceeds on the sale of shares were paid to the holder to settle the entire principal and accrued interest outstanding to the lender.

On October 12, 2005, Genoil completed a non-brokered private placement, through which it received $750,000 and issued a convertible debenture, accruing interest at a rate of 12% per annum and having a conversion price of $0.44 per share.

In December 2005, the Corporation arranged a non-brokered private placement on substantially similar terms to the October 2005 private placement. The Corporation received $750,000 and issued a convertible debenture, accruing interest at a rate of 12% per annum and a conversion price of $0.44 per share. The private placement also included the issuance of 426,000 warrants to purchase Common Shares at an exercise price of $0.85 per share and exercisable within 6 months of the date of issuance.

In September 2006, Genoil raised $3,916,263 in a non-brokered private placement of 4,863,218 units at US$0.73 per unit. Each unit consisted of one Common Share and one-quarter non-transferable share purchase warrant. C$522,497 was allocated to the fair value of warrants. Genoil also received $1,862,483 from the exercise of options and warrants during 2006.

In October 2006, Genoil completed a non-brokered private placement, through which it received $968,825.19, issued a convertible debenture carrying a 12% annual interest rate and a conversion price of $0.75 per share. In connection with the issuance of the convertible debentures, Genoil granted 322,941 warrants exercisable for a term of 6 months at $0.98 per share. The term of the notes and attached warrants were extended by six months in April and October 2007 under the same terms and conditions. In April 2008 it was extended by another six months to October 2008, while the conversion price was changed to $0.49 and the exercise price of the warrants to $0.64. These agreements are with entities affiliated to the Company’s Chairman and CEO.

In May 2007, Genoil entered into shares-for-debt agreements with several of Genoil’s outside directors, who agreed to forgive a total of $223,000 in unpaid director’s fees in exchange for 660,740 common shares of the Corporation. The shares were issued at a 25% discount to market price, the cost of which was also recorded as director’s fees. In June the Company also entered into a shares-for-debt agreement with Emil Pena, issuing 107,825 shares for US$63,617 of consulting fees.

Genoil announced at the end of May it was entering into a $1,000,000 funding agreement with the Chairman and CEO of the Corporation. In lieu of interest on this line of credit, he received 600,000 common shares purchase warrants. Each warrant is exercisable for one common share of the Corporation at a price of $0.61 per share at any time within one year from its date of issue. During the third quarter 2007, a short term advance was repaid in the amount of $388,672. At year end the amount owed under this agreement was $98,527

In June 2007, the company raised funds through a private placement receiving $2,839,731 and issuing 5,130,382 units. Each unit consisted of one share and 0.25 common share purchase warrant attached to each common share. The warrants are exercisable until three years following their issue date at a price of US$0.78

In November 2007, Genoil entered into a cancellation of debt agreement with a major investor whereby the long term convertible notes issued in December 2004 were converted into preferred shares with essentially the same terms and conditions. The convertible notes with a value of $ 4,902,800 were cancelled with the issuance of 2,785,681 Class A preferred shares in the capital of the Corporation. Each preferred share may be convertible into four common shares of Genoil, being redeemable at any time at a price of $1.76 per preferred share.

The Company also received $778,000 from the exercise of options during 2007. During the year ended December 31, 2007, Genoil's operations used $4.6 million of cash. It is expected that its operations will continue to use cash in the near term. The Corporation proposes to fund its future capital expenditures and future debt repayment through capital stock offerings and by generating revenue through the sale of technologies or royalties. Genoil has not yet been successful in commercializing its products and there are no current definitive agreements in place regarding obtaining financing.

On March 3, 2008, the Company raised C$247,075 in a private placement. The Company issued 378,787 shares at US$0.66 and 94,696 warrants with an exercise price of US$0.99 and a term of five years

During July the Company, through a private placement, raised US$2,565,682 by issuing 11,155,132 common shares at US$0.23 with 2,788,777 warrants at $0.29 and a term of two years attached. Of this US$1,036,410 was used to repay the balance outstanding under the funding agreement from the CEO.

There are no restrictions on the ability of the Subsidiaries to transfer funds to Genoil in the form of cash dividends, loans or advances. However, the Subsidiaries are not yet generating income and the Corporation does not consider them as a source of revenue.

C. Research and development, patents and licenses, etc.

Genoil does not presently plan to conduct any major new research and development, but will continue to refine and fine-tune its present complement of technologies. During 2008 the Company spent $23,000 on the maintenance of its pilot plant.

	2008	2007	2006


Pilot Heavy Oil Upgrader – Patent	-	-	-
Catalyst Development license	-	-	-

	-	-	-

D. Trend information.

Currently Genoil has no sales inventory or production.

E. Off-Balance Sheet Arrangements.

Genoil has no off-balance sheet arrangements.

F. Tabular Disclosure of Contractual Obligations.

		Payments due by period
	Total	< 1 year	1 - 3 years	4-5 years	> 5 years

Operating lease obligations	263,563	263,563
Convertible notes	1,568,965	1,262,540		306,425

	1,832,528	1,526,103	-	306,425	-

G. Safe Harbour.

Not applicable.

Item 6. Directors, Senior Management and Employees

A. Directors and senior management.

At year end, the following were directors and officers of Genoil, their residence, their principal occupations within the past five years, and the periods during which each has served in such capacity.

				Number of Securities
				Controlled by Director
Name and Office	Principal Occupation For	Date of		and Percentage of
Held	Past Five Years	Birth	Appointment	*Total ()**

David K. Lifschultz*	Chief Executive Officer of Genoil	23-Nov-45	25-Feb-02	70,550,854
	Inc. from 2002 to present.
Chairman and CEO	Chairman of the board of directors			27%
	of Genoil Inc. from 2002 to
	present.
Larchmont, New	President and Chief Executive
York	Officer of Lifschultz Terminal and
	Leasing, Inc. (Joint Venture
	Investment Company) from 1987
	to present.
	Chairman and Chief Executive
	Officer of Lifschultz Industries,
	Inc. (Manufacturer of scientific
	and industrial temperature
	measurement systems) from 1991
	to 2000.

David Johnson	Attorney and Trade-mark Agent,	01-Nov-69	26-Feb-08	Nil
Montreal, Quebec	Director and Secretary-Treasurer
Canada	of the International Law
Director	Association, Canadian Branch


Thomas Bugg	President and Director since June	30-Sep-50	06-Jun-08	Nil
Calgary, Alberta	6, 2008
Canada
Director

John F. O'Donnell	Managing Director and Chief	24-Feb-53	14-Aug-08	4,400,000
Philadelphia,	Executive Officer of EMSI, an
Pennsylvania	international manufacturer
USA	representative and export trading
Director	company, since 1980

				Number of Securities
				Controlled by
Name and	Principal Occupation For	Date of		Director and
Office Held	Past Five Years	Birth	Appointment	Percentage of Total

Hendrik Lombard,	Chief Financial Officer of	02-Nov-63	6-Oct-07	N/A
Chief Financial	Genoil Inc. from April 28,
Officer, Calgary,	2009.
Alberta

Peter Chung, VP	Vice President Engineering	20-Mar-51	1-Sep-06	N/A
Engineering,	since September 2006
Edmonton, Alberta

(*) The “Numbers of Securities Controlled” are comprised by common shares as of the most recent date, and options, warrants and convertible notes exercisable/convertible within 60 days from December 31, 2007. For Mr. Korney we are only providing number of shares at December 31, 2007 when he ceased to be Director of the Corporation. More information on insider holdings is available on SEDI www.sedi.ca.

B. Compensation.


Name and Office Held	Compensation paid	Options granted	Exercise price	Expiration date

David Lifschultz,
Chairman & CEO	-	3,000,000	0.18	17/09/2013

Thomas Bugg		1,500,000	0.18	27/09/2013
Director	-	1,500,000	0.22	06/06/2013

David Johnson
Director	-	500,000	0.18	17/09/2013

John F. O'Donnell
Director		500,000	0.18	17/09/2013

Hendrik Lombard,
CFO	$ 137,109

Peter Chung, VP
Engineering	$ 162,640	500,000	0.18	17/09/2013

C. Board practices.

Directors are elected annually to the Board of Directors (the “Board”) at the Corporation's Annual General Meeting. Directors may also, between Annual General Meetings, appoint one or more additional Directors, provided such number of additional directors does not exceed 1/3 of the existing number, to serve until the next Annual General Meeting. No Director has a service contract with Genoil providing for benefits upon termination of employment.

Duties and Obligations of the Board of Directors

The general duty of Genoil's Board of Directors is to oversee the management of Genoil's business and affairs. In particular, the Board of Directors is responsible for the following matters:

(a) adopting a strategic planning process which establishes the Corporation's long-term goals and strategies, and monitoring the success of its management in achieving those goals and implementing the strategy;

(b) identifying the principal risks with respect to all aspects of the Corporation's business, ensuring that there are systems in place to effectively monitor and manage such risks with a view to its long-term viability, and achieving a proper balance between the risks incurred and the potential return to its members;

(c) engaging in succession planning, including appointing, training and monitoring senior management (which includes ensuring that objectives are in place against which management's performance can be measured), establishing and maintaining programs to train and develop management, providing for the orderly succession of management, and assessing the performance and contribution of Genoil's Chief Executive Officer against mutually established objectives;

(d) ensuring that there are effective controls and information systems in place for the Board of Directors to discharge its responsibilities, such as an audit system which can inform the Board of Directors about the integrity of the data and the compliance of the financial information with appropriate accounting principles, and the timely reporting of developments material to the Corporation

Composition of the Board of Directors

As of December 31, 2008, Genoil's Board of Directors consisted of Messrs. David Lifschultz, John O’Donnell, Tom Bugg and David Johnson. Of the Board, Messrs. Johnson and O’Donnell are "independent". Mr. David Lifschultz is not independent as he is the Chairman and Chief Executive Officer of the Corporation. Tom Bugg is not considered to be independent as he is the President. David Johnson was appointed to the board as well as its audit committee on February 26, 2008.

The definition of "independence" that Genoil uses when determining a director's independence is derived from National Instrument 58-101, published by the Canadian Securities Administrators and adopted in all Canadian jurisdictions.

The Board facilitates its exercise of independent supervision over management by attempting to meet independently from management when warranted, determining what additional information it needs from management and seeking outside advice and support as it considers appropriate. Generally the Board attempts to ensure that all board committees are composed in the majority by non-management directors with consideration being had to the Corporation's current size and board composition.

Committees of the Board of Directors

There are currently two committees of the Board of Directors. The Audit Committee is comprised of three directors, one of whom is a related party. The Compensation Committee is comprised of three directors. The mandate and activities of each committee are as follows:

Audit Committee. The Audit Committee consisted of, John O’Donnell, David Johnson and David Lifschultz. The responsibilities of the Audit Committee include:

(a) assisting the directors with meeting their responsibilities with respect to financial reporting;

(b) reviewing and reporting to the Board of Directors on all audited financial statements the Corporation prepares and enhancing the credibility and objectivity of all financial reports;

(c) reviewing with management and with the external auditor any proposed changes in major accounting policies, in the presentation and impact of significant risks and uncertainties, and in key estimates and judgments of management that may be material to financial reporting;

(d) questioning management and the external auditor regarding significant financial reporting issues discussed during the fiscal period and the method of resolution;

(e) reviewing any problems experienced by the external auditor in performing the audit, including any restrictions imposed by management or significant accounting issues on which there was a disagreement with management; and

(f) reviewing the post-audit or management letters containing the recommendations of the external auditor and management's response, and following up any identified weaknesses.

Compensation Committee. The Compensation Committee consisted of Tom Bugg and David Johnson. The responsibilities of the Compensation Committee are to review the adequacy and form of compensation of directors and senior management, and to supervise the administration of Genoil's stock option plan.

Decisions Requiring the Prior Approval of the Board of Directors

Each committee of the Board of Directors makes recommendations to the Board on an ongoing basis. Generally, recommendations from a committee of the Board of Directors require the approval of the full Board before they are implemented.

D. Employees.

At December 31, 2008, there were a total of 15 employees and consultants working for Genoil. Of these, 3 are senior management, 3 are middle management, 1 is an advisor to the Board, 2 are employed in an administrative capacity, 4 are engineers, 2 are technologists and operators. The Corporation currently has 2 employees and 1 consultant in the Calgary, Alberta, office, 8 employees and consultants in the Edmonton office, 2 operators at its Two Hills, Alberta, facility, 1 employee in Romania and the rest works from the USA. Genoil has no labour unions and no temporary staff.

As at December 31, 2007, there were a total of 25 employees working for Genoil and as at December 31, 2006, Genoil employed a total of 21 employees.

E. Share ownership.

There were 262,283,150 Common Shares issued and outstanding as of December 31, 2008 (2007 –232,912,757). Information as to share and option information for directors, officers and key employees is discussed above in "Item 6.(A) Directors and Senior Management" and in "Item 6.(B) Compensation."

Genoil has established a stock option plan with the objective of advancing its interests by encouraging and enabling the acquisition of a share interests by its directors, officers, employees and consultants, in accordance with the policies and rules of the applicable regulatory authorities. The full text of Genoil's stock option plan is attached as an Exhibit to the Form 20-F for 2006.

Item 7. Major Shareholders and Related Party Transactions

A. Major shareholders.

The following table sets forth information as of May 26, 2009, with respect to each person known to the Corporation to own more than 5% of its Common Shares. As used in this table, "beneficial ownership" means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. For purposes of this table, a person is deemed to be the beneficial owner of securities that can be acquired within 60 days from December 31, 2008, through the exercise of any option or warrant. Shares subject to options or warrants that are

currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding such options or warrants, but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages are based upon 274,375,912 Common Shares issued and outstanding.

			Percentage of Share
		Number of Shares	Stock Beneficially
Class of Share	Identity of Person or Group	Beneficially Owned	Owned


Common Shares	David K. Lifschultz	77,274,826	28%
	Tyson Halsey	29,582,032	11%
	Cipher06LLP	16,299,200	6.2%

David Lifschultz has acquired his shareholdings incrementally during the past five years through companies under his control and personally by way of a series of purchases on the open market and private placement subscriptions made for the purpose of providing financial assistance to the Corporation so as to ensure it continues to meet its financial obligations. His beneficial holdings include 8,467,971 Common Shares over which he exercises control as a trustee and through corporations that he controls, 13,500,000 stock options, 1,027,701 warrants and 2,190,850 shares convertible from notes that he currently holds. Mr. Lifschultz is a resident in New York.

In February 2009, Halsey Advisory & Management LLC of New York, filed a Statement of Beneficial Ownership – Schedule 13G with the SEC stating that it held 28,829,332 Common Shares of Genoil, which at that time, constituted 10.8% of the issued and outstanding Common Shares. Mr. Tyson Halsey, a principal of this firm, also owns 742,700 shares of Genoil, which represented another 0.28% of the total Common Shares.

In February 2009, Cipher06LLC of New York, filed a Statement of Beneficial Ownership – Schedule 13G with the SEC stating that it held 16,299,200 Common Shares of Genoil, which at that time, constituted 6.2% of the issued and outstanding Common Shares.

As of the date of this form and to the knowledge of our directors and officers, there is no other person or entity who beneficially owns, directly or indirectly, over more than 5% of the issued and outstanding Common Shares.

Additionally, as at May 26, 2009, CDS & Co. was the registered owner of 132,779,934 Common Shares, which represents approximately 48.39% of the issued and outstanding Common Shares and CEDE & Co. was the registered owner of 63,897,360 Common Shares, representing 23.29% of the Common Shares. The directors and officers of the Corporation understand that CDS & Co. and CEDE & Co. are nominees and not beneficial owners of Common Shares.

To the best of its knowledge, Genoil is not directly owned or controlled by another corporation, by any foreign government or by any natural or legal person.

To the best of its knowledge, Genoil is not aware of any arrangements which may result in a change of control of Genoil at a subsequent date.

B. Related party transactions.

The following is a description of the related party transactions that have occurred during the preceding fiscal year.

At the beginning of May 2008, Genoil announced a new bridge financing from the company’s CEO. The previous $1 million credit facility was replaced by a one year, $5 million facility that bears no interest and has 1,200,000 warrants attached; the warrants have an exercise price of $0.37 and a term of one year. Under the terms of this agreement, the CEO agreed to lend to the Company up to an aggregate of $5 million, provided that the amounts have been pre-approved by the CEO. Any amounts repaid shall not be subject to being redrawn and shall reduce the aggregate commitment. Upon the repayment of all advances at any time, this facility shall terminate

immediately. Any amounts not repaid on May 12, 2009 will accrue interest at 12%. During July the company, through a private placement, raised US$2,565,682 by issuing 11,155,132 common shares at US$0.23 with 2,788,777 warrants at $0.29 and a term of two years attached. Of this US$1,036,410 was used to repay the balance outstanding under the funding agreement from the CEO.

The Company’s operations continue to consume cash. As it has in the past, the Company will rely on its CEO to infuse further funding to support its working capital requirements for the foreseeable future.

Transactions with Affiliates, Directors or Officers

Genoil's approach for transactions with affiliates is that they must be on terms no less favourable to the Corporation than could be obtained from unaffiliated third parties.

In the case of transactions involving a director, any of the Corporation's directors who, in any way, whether directly or indirectly, have an interest in a proposed contract or transaction with it, must disclose the nature and extent of his interest to the Corporation's Board and abstain from voting on the approval of the proposed contract or transaction. If he or she fails to do so, he or she must account to the Corporation for any profit made as a consequence of entering into the contract or transaction, unless the contract was fair and reasonable to the Corporation at the time it was entered into, and after full disclosure of the nature and extent of his or her interest, it is approved by the Corporation's shareholders by way of a resolution passed by a majority of not less than two-thirds of the votes cast at a duly convened shareholders' meeting. In addition, any of the Corporation's directors and officers who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as a director or officer, must disclose that fact and the nature and extent of the conflict. In the case of a director, the disclosure must be made at a Board meeting.

In the case of transactions involving an officer, the disclosure must be made in writing to the Corporation's Chairman at a Board meeting.

C. Interests of experts and counsel.

Not required as this is an annual report under the Exchange Act.

Item 8. Financial Information

A. Consolidated statements and other financial information.

Please see "Item 17 Financial Statements" and Exhibit 19(a) for a list of the financial statements filed as part of this annual report statement.

Genoil has neither declared nor paid dividends on any of its outstanding Common Shares, and does not intend to do so in the foreseeable future. It intends to retain any future earnings to finance the expansion of its business. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon its earnings, capital requirements and financial position, as well as any other factors deemed relevant by the Board of Directors.

B. Significant changes.

Please see "Item 17 Financial Statements".

Item 9. The Offer and Listing

A. Offer and listing details.

The following is a summary of the trading history (in Canadian dollars) of the Common Shares on the TSX Venture Exchange and OTC Bulletin Board (in US dollars) for:

the annual high and low market prices for the five most recent full financial years;
the quarterly high and low market prices for the two most recent full financial years and any subsequent period; and
the monthly high and low market prices for the most recent six months.

	Price per share on TSX		Price per share on OTC
	Venture Exchange		Bulletin Board
	(Cdn $)		(US $)

Year	High	Low	High	Low

Fiscal year ended December 31, 2004	$0.50	$0.10	$0.35	$0.31
Fiscal year ended December 31, 2005	$0.44	$0.24	$0.25	$0.24
Fiscal year ended December 31, 2006	$1.87	$0.24	$1.62	$0.20
Fiscal year ended December 31, 2007	$0.75	$0.40	$0.77	$0.36
Fiscal year ended December 31, 2008	$0.88	$0.10	$0.88	$0.08


Quarter	High	Low	High	Low

Fiscal year ended December 31, 2007
First Quarter	$0.74	$0.40	$0.65	$0.36
Second Quarter	$0.72	$0.54	$0.64	$0.49
Third Quarter	$0.67	$0.46	$0.70	$0.45
Fourth Quarter	$0.75	$0.48	$0.77	$0.48

Fiscal year ended December 31, 2008
First Quarter	$0.88	$0.48	$0.88	$0.47
Second Quarter	$0.54	$0.15	$0.53	$0.15
Third Quarter	$0.42	$0.15	$0.43	$0.15
Fourth Quarter	$0.28	$0.10	$0.25	$0.08



Most Recent Six Months	High	Low	High	Low

October 2008	$0.20	$0.10	$0.19	$0.08
November 2008	$0.28	$0.14	$0.25	$0.12
December 2008	$0.28	$0.19	$0.23	$0.14
January 2009	$0.26	$0.19	$0.21	$0.16
February 2009	$0.26	$0.20	$0.24	$0.14
March 2009	$0.23	$0.17	$0.18	$0.13

B. Plan of distribution.

Not required as this is an annual report under the Exchange Act.

C. Markets.

The issued and outstanding Common Shares are listed and posted for trading on the TSX Venture Exchange under the trading symbol "GNO" and on the OTC Bulletin Board under the symbol "GNOLF". The Corporation's Common Shares are registered shares.

D. Selling shareholders.

Not required as this is an annual report under the Exchange Act.

E. Dilution.

Not required as this is an annual report under the Exchange Act.

F. Expenses of the issue.

Not required as this is an annual report under the Exchange Act.

Item 10. Additional Information

A. Share capital.

Not required as this is an annual report under the Exchange Act.

B. Memorandum and articles of association.

Genoil was formed by the amalgamation under the Canada Business Corporations Act (the "CBCA") of Genoil Inc. and Continental Fashions Group Inc. ("CFG"), a public company whose shares traded on the Alberta Stock Exchange. At the time of the merger CFG had no assets, no liabilities and did not carry on any business. Genoil was incorporated in April of 1996 under Certificate of Incorporation no. 324649-3. In June of 1996, it amended and altered its Memorandum and Articles of Association. This amendment was made to facilitate a reorganization of its share capital in accordance with the amalgamation referenced above. The Articles of Amalgamation, adopted in September of 1996, replaced the Articles of Incorporation, as amended.

At the Annual and Special Meeting of Shareholders of the Corporation, held on May 31, 2006, shareholders of the Corporation passed a special resolution authorizing the Corporation to amend its Articles to create an additional class of share to be designed as "Class A Preferred Shares" and to allow for the appointment of additional directors of the Corporation between shareholder meetings.

The Articles of Amalgamation are subject to all the provisions of the CBCA. The CBCA provides that a company incorporated under that Act has all the powers and capacities of a natural person. The CBCA further stipulates that a company must not carry on a business that its articles prohibit. The Corporation's articles contain no prohibitions on the nature of businesses that it may carry out. Thus, it has the power and capacity of a natural person.

The following brief description of provisions of the CBCA, the Corporation's amended and restated articles of incorporation and by-laws do not purport to be complete and are subject in all respects to the provisions of the CBCA, the Corporation's restated articles of incorporation and by-laws.

Regulation SK Item 702 requires the Corporation to state the general effect of any statute, charter provisions, by-laws, contract or other arrangements under which any controlling persons, director or officer of the registrant is insured or indemnified in any manner against liability which he may incur in his capacity as such.

In 2005, the Corporation entered into indemnification agreements with David Lifschultz, Brian Korney, Robert Field, Adam Hedayat, and Lawrence Lifschultz, which indemnifies them from losses, costs or damages incurred or sustained by them acting in their capacities of director or officer.

Furthermore, the by-laws of the Corporation provide that except in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour, the Corporation will indemnify a director or officer of the Corporation against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.

Directors' Conflicts of Interest

Section 120 of the CBCA requires every director who is, in any way, directly or indirectly, interested in one of Genoil's proposed material contracts or transactions, to disclose the nature and extent of the director's interest in writing or by requesting to have it entered in the minutes of the meeting of directors or of meetings of committees of directors.

The CBCA further provides that a director or officer who is required to disclose an interest may not vote on any resolution to approve the contract or transaction unless the contract or transaction, (i) relates primarily to the director's or officer's remuneration as one of the Corporation's directors, officers, employees or agents or that of an affiliate, (ii) is for indemnity or insurance for the director against liability incurred by the director or officer acting in his or her capacity as a director or officer, or (iii) is with an affiliate.

Borrowing Powers

The Corporation's By-Law No. 3 states that the Board of Directors may exercise borrowing powers provided for in this by-law. These powers include borrowing money on credit, issuing bonds, debentures, notes and other indebtedness, giving guarantees on behalf of the Corporation and granting mortgages by the Corporation, among others.

Directors

The number of directors shall be not less than one and not more than nine. The number of directors may be determined from time to time by an ordinary resolution of the shareholders passed at a duly convened general meeting. A director is not required to own any of the Corporation's shares to be qualified to serve as a director. A director is not required to retire under any age-limit requirement.

Upon the termination of each annual general meeting, all the directors are deemed to cease serving as directors. The number of directors to be elected at any such meeting will be the number of directors then in office unless the directors or shareholders otherwise determine.

If the shareholders remove any director before the expiration of his or her period of office and appoint another person in his or her place, that person so appointed shall hold office only during the remainder of the time that the director in whose place he or she is appointed would have held the office if he or she had not been removed. If the shareholders do not appoint another director to replace the removed director the vacancy may be filled by the directors.

The directors of the Corporation, between annual meetings, may appoint one or more additional directors of the Corporation to serve until the next annual meeting, provided that the number of additional directors of the Corporation shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation.

The directors, or any committee of directors, may take any action required or permitted to be taken by them and may exercise any of the authorities, powers and discretions for the time being vested in or exercisable by them by way of a resolution either passed at a meeting at which a quorum is present or consented to in writing under the applicable section of the CBCA.

The directors may appoint a president, one or more vice-presidents, a secretary, a treasurer and other officers as determined by the Board, including assistants to the Board. The directors may specify the duties of and delegate powers to manage the business and affairs of the directors to these officers. The Corporation may also appoint a chairman of the Board, who must also be a director, and assign the powers and duties assigned to the managing director or president, under the by-laws, or other powers and duties.

Rights Attached to Shares

The following is a description of the rights, preferences, and restrictions attached to each class of the Corporation's shares:

(a) Unlimited Common Shares – Each Common Share carries the right to one vote at any meeting of the Corporation's shareholders. Dividends are payable on the Common Shares in the discretion of the Board of Directors. After a period of six years, dividends that have been paid but remain unclaimed by shareholders shall be forfeited to the Corporation. In the event of the liquidation, dissolution or winding-up of the Corporation or any distribution of Genoil's assets for the purpose of winding up its affairs, the Common Shares shall be entitled to receive Genoil's remaining property. The Common Shares are not redeemable at the Corporation's option or at the option of the holders. There are no sinking fund provisions respecting the Common Shares. The holders of the Common Shares are not liable for any further capital calls on such shares.

(b) Up to 10,000,000 Class A Preferred Shares – The Class A Preferred Shares may at any time and from time to time be issued in one or more series, each series consisting of such number of shares as may, before their issuance, be determined by resolution of the directors of the Corporation. Subject to the provisions of the CBCA, the directors of the Corporation may by resolution fix before the issue of Class A Preferred Shares the designation, rights, privileges, restrictions and conditions attaching to each series of the Class A Preferred Shares.

Alteration of the Rights of Shareholders

No rights, privileges or restrictions attached to the Common Shares may be altered except with the approval by resolution passed by the vote of the holders of not less than two-thirds of the votes cast in respect of a resolution to alter such rights.

There are no limitations in Genoil's charter on the rights of non-resident or foreign owners to hold Common Shares of Genoil.

Shareholders' Meetings

The CBCA requires the directors to call an annual general meeting of shareholders not later than fifteen months after the last annual general meeting and no later than six months after the end of the Corporation's preceding financial year. The directors may, whenever they think fit, convene a special meeting.

Notice of a meeting must specify the time and place of a meeting, and, in case of special business, the general nature of that business and the text of any resolution. The accidental omission to give notice of any meeting to, or the non-receipt of any notice by any of the shareholders entitled to receive notice does not invalidate any proceedings at that meeting.

All business that is transacted at meetings of shareholders, with the exception of consideration of the financial statements and auditor's report, election of directors, appointment of Genoil's auditor is deemed to be special business.

Genoil's Articles stipulate that business shall be conducted at any general meeting if there is quorum present at the opening of the meeting notwithstanding that there ceases to be a quorum present throughout the meeting. A quorum is shareholders entitled to vote or proxy holders representing more than 10% of Genoil's outstanding shares entitled to vote at the meeting.

Genoil's Articles stipulate that the Chairman of the Board, or in his absence, the Corporation's Managing Director, or in his absence the Corporation's President shall preside as chairman of every general meeting.

Unless the directors otherwise determine, the instrument appointing a proxyholder shall be deposited at a place specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting at which the proxyholder proposes to vote.

Notice of every general meeting should be sent to:

(a) each director;

(b) the Corporation's auditor;

(c) every shareholder entered in the securities registrar as the holder of a share or shares carrying the right to vote at such meetings on the record date or, if no record date was established by the directors, on the date of mailing such notice; and

(d) every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a shareholder where the shareholder, but for his death or bankruptcy, would be entitled to vote.

No other person is entitled to receive notice of general meetings.

There are no limitations to the rights of non-resident or foreign shareholders to hold or exercise voting rights associated with Genoil's securities.

These provisions do not deviate significantly from U.S. law, insofar as the following matters are concerned:

According to Rule 405 of the Securities Act, the term "foreign private issuer" means any foreign issuer other than a foreign government except an issuer meeting the following conditions:

(a) More than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and

(b)	Any of the following:

	(i)	The majority of the executive officers or directors are United States citizens or residents;

	(ii)	More than 50 percent of the assets of the issuer are located in the United States; or

	(iii)	The business of the issuer is administered principally in the United States.

Further, the predominant rule in most U.S. jurisdictions is that an annual meeting must be held every 13 months

C. Material contracts.

Genoil has entered into the following material contracts in the ordinary course of business for the two years preceding this registration statement:

1. In February 2006, Genoil entered into a non-binding Memorandum of Understanding with Hebei Zhongjie Petro-Chemical Group to jointly develop and build the first major commercial heavy oil upgrader in China based on the GHU technology should such a project prove feasible and desirable. This memorandum of understanding requires the completion of an engineering and feasibility study to test the GHU technology's ability to process the heavy oil feed which is available at Nanpaihe Town, Huanghua City, Hebei, China, where the proposed upgrader is to be located.

2. In August 2006, Genoil and Steaua Romana Refinery signed a memorandum of understanding for a Hydroconversion Upgrader in Romania.

3. On August 30, 2006, Genoil entered into a purchase and sale agreement with Murphy Canada Exploration Company for the re-purchase of rights to royalties previously held by Murphy and payable by Genoil. Genoil acquired those rights with the issuance of 4,500,000 Common Shares.

4. On September 29, 2006, Genoil completed a private placement, receiving US$3,550,150 and issued 4,863,218 Common Shares, including also 1,215,802 warrants to purchase Common Shares at an exercise price of US$1.10 per share and exercisable within two years from issue date.

5. In September 2006, Genoil and Hebei Zhongjie Petrochemical Group Company Ltd. signed a Letter of Intent to proceed with the design and installation of a 20,000 barrels per day GHU at their refinery in Nampaihe Town, Huanghua City, Hebei, China. As a next step Genoil is focused on the first stage of the project's engineering design and Hebei Zhongjie is to make arrangements for the shipment of the oil for testing at the Corporation's pilot facility in Two Hills, Alberta.

6. On October 10, 2006, Genoil completed another non-brokered private placement, through which it received $ 968,825.19 and issued convertible debentures carrying a 12% annual interest at a conversion price of $0.75 per share. The term of such debentures has been extended by two of the three holders to October 6, 2007. The term of the third debenture has expired and is repayable 30 days following demand from the holder. No such demand has yet been made.

7. In April 2007, Genoil entered into a definitive testing agreement with Hebei Zhongjie for testing of their heavy crude oil at Genoil's pilot plant and to determine the final catalyst selection, operating conditions and optimization of the GHU process required to move the project into the Front End Engineering and Design phase.

8. In May 2007, Genoil entered into a funding agreement with the Chairman and CEO of the Corporation, who received 600,000 common share purchase warrants in lieu of interest on a line of credit of $ 1,000,000 made available to the Company. Each warrant is exercisable for one common share of the Corporation at a price of $0.58 per share at any time within one year from its date of issue.

9. In July 2007, the company finalized a private placement receiving $ 2.8 million and issuing 5,130,382 common shares. Additionally, 0.25 common share purchase warrants are being issued for each common share, which are exercisable until three years following their issue date at a price of $ 1.06.

10. In October 2007, the maturity date of convertible notes with a face value of $760,785 and the expiry date of 253,595 attached warrants were again extended by six months, without changing any of the other conditions of the agreements. The first such extension happened in April 2007. In April 2008, the notes and warrants were again extended by six months, this time also lowering the conversion price to $0.49 and the exercise price to $0.64.

11. In October 2007, Genoil announced it signed a binding Memorandum of Understanding with Stone & Webster International, subsidiary of The Shaw Group, for marketing and technical assistance for further development of the GHU technology and future projects.

12. In November 2007, Genoil agreed to convert a long term convertible notes and warrants held by a major investor into 2,785,681 convertible preference shares. Each preferred share will be convertible into four common shares of Genoil at $1.76.

13. In November 2007, Genoil and Aquamation, Inc. signed a Joint Operating Agreement to jointly collaborate in industrial water treatment projects and process plants for the oil and gas, and petrochemical industries. Both companies started work on two gas metering projects in Nigeria.

14. On January 15, 2009, Genoil announced it signed an exclusive five year licensing agreement with DongHwa Entec Co., Ltd. located in Busan, South Korea – the leading manufacturers of heat exchangers and related multi-stage water generators for a number of industries, including marine. DongHwa will license Genoil’s Bilge Water Separation technology for all ship, industrial fields and offshore rigs manufactured or retrofitted in Korea, China and Japan, and additionally, DongHwa will also manufacture the Genoil Bilge Water Separator units for sale by Genoil.

15. In February 2009, the Company signed a joint venture agreement with the Clarendon Group to cooperate internationally in the promotion, marketing, sales, service provision and logistics of Genoil’s Crystal Oily Water Separators. The Clarendon Group, based in London, England, provides international financial expertise having extensive knowledge and experience in new technologies and key contacts in ports and port servicing companies internationally. Clarendon Group has made significant contacts in

Malaysia, Indonesia, Turkey, United States, Bahamas and China, and has an extended sales pipeline in the United Kingdom and other parts of Europe.

D. Exchange controls.

There is no law or governmental decree or regulation in Canada that restricts the export or import of capital or affects the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements. See "Taxation".

E. Taxation.

Genoil has provided the following summary of the material Canadian federal and U.S. federal income tax considerations generally applicable in respect of the holding or disposing of Common Shares. This summary does not address all possible tax consequences relating to an investment in its Common Shares. There may be provincial, territorial, state and local taxes applicable to a potential shareholder, depending on the shareholder's particular circumstances, which are not addressed in this summary. The tax consequences to any particular holder, including a U.S. Holder of common shares (defined below) will vary according to the status of that holder as an individual, trust, corporation, or member of a partnership, the jurisdiction in which the holder is subject to taxation, the place where the holder is resident and generally, according to the holder's particular circumstances.

U.S. Holder of Common Shares

References to a "U.S. Holder of common shares" in this section include individuals, corporations, trusts or estates who are holders of Common Shares and who:

for purposes of the Income Tax Act (Canada) (the "ITA") and the Canada-United States Income Tax Convention (1980), as amended by the protocol signed on July 29, 1997, (the "Treaty") are residents of the U.S. and have never been residents of Canada;
for purposes of the U.S. Internal Revenue Code of 1986 (the "Code") are U.S. persons;
deal at arm's length with Genoil for purposes of the ITA;
will hold the Common Shares as capital property for purposes of the ITA;
will hold the Common Shares as capital assets for purposes of the Code;
do not and will not hold the Common Shares in carrying on a business in Canada;
will not perform independent personal services from a fixed base situated in Canada; and
are not or will not be subject to special provisions of Canadian or U.S. federal income tax law, including, without limiting the generality of the foregoing, financial institutions, real estate investment trusts, shareholders that have a functional currency other than the U.S. dollar, shareholders that own shares through a partnership or other pass-through entity, shareholders that hold shares as part of a straddle, hedge or conversion transaction, tax-exempt organizations, qualified retirement plans, insurance companies, shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation and mutual fund companies.

The following summary of Canadian federal and U.S. federal income tax considerations generally applicable to a U.S. Holder of Genoil's Common Shares is based on the following, as at the time of this statement:

the ITA and the Income Tax Regulations (Canada) (the "Regulations");
published proposals to amend the ITA and the Regulations;
published administrative positions and practices of the Canada Customs and Revenue Agency;

the Code;
Treasury Regulations;
published Internal Revenue Service ("IRS") rulings;
published administrative positions of the IRS;
published jurisprudence that is considered applicable; and
the Treaty.

All of the foregoing is subject to material or adverse change, on a prospective or retroactive basis, at any time. The tax laws of the various provinces or territories of Canada and the tax laws of the various state and local jurisdictions of the U.S. are not considered in this summary.

This summary is not exhaustive of all possible income tax consequences. The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of Genoil's Common Shares and no opinion or representation with respect to any such holder or prospective holder with respect to the income tax consequences to any such holder or prospective holder is made. Accordingly, it is recommended that holders and prospective holders of the Corporation's Common Shares consult their own tax advisors about the Canadian federal and provincial and U.S. federal, state, local, and foreign tax consequences of purchasing, owning and disposing of the Corporation's Common Shares.

Canadian Federal Income Tax Consequences

Disposition of Common Shares

Provided that the Common Shares are listed on a "prescribed stock exchange", which currently includes the TSX Venture Exchange but does not include the OTC Bulletin Board, a U.S. Holder of Common Shares will not be subject to tax in Canada under the ITA on capital gains realized on the disposition of such Common Shares unless the shares are "taxable Canadian property." Such Common Shares will be taxable Canadian property if, in general, at any time during the sixty month period immediately preceding the disposition, 25% or more of Genoil's issued shares of any class (or an option to acquire 25% or more of the issued shares of any class) were owned by such holder, or by such holder and persons with whom such holder did not deal at arm's length. If the Corporation's shares are taxable Canadian property to a U.S. Holder of Common Shares, 50% of any resulting capital gain realized on the disposition of such shares may be subject to tax in Canada. However, the Treaty provides that gains realized by a U.S. Holder of Common Shares on the disposition of shares of a Canadian corporation will be exempt from federal tax in Canada unless the value of the Canadian corporation is derived principally from real property situated in Canada. It is the current position of the Canada Revenue Agency that a U.S. limited liability company is not entitled to the benefits of the Treaty.

Dividend Distributions on Genoil's Shares

Dividends paid on Genoil's Common Shares held by a U.S. Holder of Common Shares will be subject to Canadian non-resident withholding tax. The Corporation is required to withhold taxes at source. Under the Treaty, a withholding rate of 5% is applicable to corporations resident in the United States and who are beneficial owners of at least 10% of the voting shares of the Corporation. Under the Treaty, a withholding rate of 15% is applicable in all other cases.

United States Federal Income Tax Consequences

The U.S. federal income tax consequences related to the disposition and ownership of Common Shares, subject to the Foreign Personal Holding Company Rules, Passive Foreign Investment Company and Controlled Foreign Corporation Rules contained in the Code, are generally as follows:

Disposition of Common Shares

On a disposition of Common Shares, a U.S. Holder of Common Shares generally will recognize a gain or loss. The gain or loss will be equal to the difference between the amount realized on the sale and the U.S. Holder of Common Share's adjusted tax basis in those shares. Any such gain or loss will be a long-term capital gain or loss if the shareholder has held the shares for more than one year. Otherwise the gain or loss will be a short-term capital gain or loss. However, a gain realized on the disposition of Common Shares may be treated as ordinary income if the company was a "collapsible corporation" within the meaning of the Code. The gain or loss will generally be a U.S. source gain or loss.

A collapsible corporation is usually formed to give a short-term venture the appearance of a long-term investment in order to portray income as capital gain rather than profit. Such a corporation is typically formed for the sole purpose of purchasing property and usually dissolved before the property has generated substantial income. The Internal Revenue Service treats the income earned through a collapsible corporation as ordinary income rather than as capital gain.

Dividend Distributions on Shares

Dividend distributions (including constructive dividends) paid by Genoil will be required to be included in the income of a U.S. Holder of Common Shares to the extent of the Corporation's current or accumulated earnings and profits ("E&P") attributable to the distribution without reduction for any Canadian withholding tax withheld from such distributions. Even if such payment is in fact not converted to U.S. dollars, the amount of any cash distribution paid in Canadian dollars will be equal to the U.S. dollar value of the Canadian dollars on the date of distribution based on the exchange rate on such date. To the extent distributions the Corporation pays on the Common Shares exceed the Corporation's current or accumulated E&P, they will be treated first as a return of capital up to a shareholder's adjusted tax basis in the shares and then as capital gain from the sale or exchange of the shares.

Dividends paid on the Common Shares generally will not be eligible for the "dividends received" deduction provided to corporations receiving dividends from certain U.S. corporations. These dividends generally may be subject to backup withholding tax, unless a U.S. Holder of Common Shares furnishes the Corporation with a duly completed and signed Form W-9. The U.S. Holder of Common Shares will be allowed a refund or a credit equal to any amount withheld under the U.S. backup withholding tax rules against the U.S. Holder of Common Share's U.S. federal income tax liability, provided the shareholder furnishes the required information to the IRS.

Foreign Tax Credit

A U.S. Holder of Common Shares will generally be entitled to a foreign tax credit or deduction in an amount equal to the Canadian tax withheld. Dividends paid by Genoil generally will constitute foreign source dividend income and "passive income" for purposes of the foreign tax credit, which could reduce the amount of foreign tax credits available to shareholders. There are significant and complex limitations that apply to the credit.

Foreign Personal Holding Company Rules

Special U.S. tax rules apply to a shareholder of a foreign personal holding company ("FPHC"). Genoil would be classified as a FPHC in any taxable year if both of the following tests are satisfied:

at least 60% of Genoil's gross income consists of "foreign personal holding company income", which generally includes passive income such as dividends, interest, royalties, gains from shares and commodity transactions and rents; and
more than 50% of the total voting power of all classes of voting shares or the total value of outstanding shares is owned directly or indirectly by five or fewer individuals who are U.S. citizens or residents.

Passive Foreign Investment Company Rules

Special U.S. tax rules apply to a shareholder of a Passive Foreign Investment Company ("PFIC"). Genoil could be classified as a PFIC if, after the application of certain "look through" rules, for any taxable year, either:

75% or more of the Corporation's gross income for the taxable year is "passive income," which includes interest, dividends and certain rents and royalties; or
the average quarterly percentage, by fair market value of the Corporation's assets that produce or are held for the production of "passive income" is 50% or more of the fair market value of all of its assets.

To the extent Genoil owns at least 25% by value of the shares of another corporation, it is treated for purposes of the PFIC tests as owning its proportionate share of the assets of such corporation, and as receiving directly its proportionate share of the income of such corporation.

Distributions which constitute "excess distributions" from a PFIC and dispositions of Common Shares of a PFIC are subject to the following special rules:

the excess distributions (generally any distributions received by a U.S. Holder of Common Shares on the shares in any taxable year that are greater than 125% of the average annual distributions received by such U.S. Holder of Common Shares in the three preceding taxable years, or the U.S. Holder of Common Share's holding period for the shares, if shorter) or gain would be allocated on a pro rata basis over a U.S. Holder of Common Share's holding period for the shares;
the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which the Corporation is a PFIC would be treated as ordinary income in the current taxable year; and
the amount allocated to each of the other taxable years would be subject to the highest rate of tax on ordinary income in effect for that year and to an interest charge based on the value of the tax deferred during the period during which the shares are owned.

U.S. Holders of Common Shares who actually or constructively own shares in a PFIC may be eligible to make certain elections which require them to include income for the PFIC on an annual basis.

Controlled Foreign Corporation Rules

Generally, if more than 50% of the voting power or total value of all classes of Genoil's shares are owned, directly or indirectly, by U.S. shareholders, who individually own 10% or more of the total combined voting power of all classes of the Corporation's shares, the Corporation could be treated as a controlled foreign corporation ("CFC") under Subpart F of the Code. This classification would require such 10% or greater shareholders to include in income their pro rata shares of its "Subpart F Income," as defined in the Code. In addition, a gain from the sale or exchange of shares by a U.S. Holder of Common Shares who is or was a 10% or greater shareholder at any time during the five year period ending with the sale or exchange will be deemed ordinary dividend income to the extent that the Corporation's E&P is attributable to the shares sold or exchanged.

F. Dividends and paying agents.

Not required as this is an annual report under the Securities Act.

G. Statement by experts.

Not required as this is an annual report under the Securities Act.

H. Documents on display.

No longer required

I. Subsidiary information.

Genoil has five subsidiaries; Genoil (USA) Inc., Velox Corporation, Hydrogen Solutions Inc., Crystal Clear Solutions Ltd., and Genoil Technology International C.A. Genoil owns 100% of Genoil (USA) Inc., Hydrogen Solutions Inc, Crystal Clear Solutions Ltd., and Genoil Technology International C.A. None of these

aforementioned subsidiaries has any material assets. Genoil owns 52.1% of Velox Corporation. Genoil (USA) Inc., incorporated in the United States, is owned 100% by Genoil.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Genoil is not exposed to cash flow and translation risk due to changes in the Canadian/United States dollar exchange rate and interest rate fluctuations at this time due to the fact it does not currently conduct any material business in the United States.

Item 12. Description of Securities Other than Equity Securities

Not required as this is an annual report under the Securities Act.

PART II

Item 13. Defaults, Dividends Arrearages and Delinquencies

There have been no material defaults in the payment of interest or principal or any dividend or arrearages or material delinquencies.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

There has been no material modification to the rights of Genoil's security holders.

Item 15. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), on a timely basis so that appropriate decisions can be made regarding public disclosure.

For the year ended December 31, 2008 the CEO and CFO have evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in National Instrument 52-109 of the Canadian Securities Administrators and as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). The Company did not maintain effective segregation of duties over certain transactions leading to ineffective supervision and monitoring; and potential misappropriation of assets. This material weakness affects all significant accounts

(b) Management's annual report on internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal controls over financial reporting of the Company. Internal controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consol financial statements for external purposes in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”), including a reconciliation to US Generally Accepted Accounting Principles (“US GAAP”).

The Company's internal controls over financial reporting includes those policies and procedures that

I.	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

II.	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

III.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

A material weakness in internal controls is a significant deficiency, or combination of significant deficiencies, such that there is a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis by the Company.

We note, however, that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues including instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, our control systems may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected and could be material and require a restatement of our financial statements.

Management conducted an evaluation of the effectiveness of internal controls over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this evaluation, management concluded that the Company's internal controls over financial reporting were not effective as of December 31, 2008 due to the following material weakness:

The Company's accounting staff does not have sufficient technical accounting knowledge relating to accounting for income taxes, complex financial instruments and US GAAP and relied on the assistance of its auditors in understanding the related accounting and disclosure requirements on these matters.
Management corrected any errors prior to the release of the Company's December 31, 2008 consolidatedfinancial statements.

In future the company will engage an independent accounting firm to provide the required expertise on complex accounting matters.

Management’s assessment of the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2008 has been audited by Meyers Norris Penny LLP, the Company’s independent registered public accounting firm, as stated in their report which appears herein.

(d) Changes in internal controls over financial reporting.

There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal period that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 16. [Reserved]

Not applicable.

Item A Audit Committee Financial Expert

The board of directors has determined that Brian Korney, who is a chartered accountant, qualifies as a financial expert. He is not an independent director for this purpose, as the New York Stock Exchange Rules state that a

director who is an employee of the company is not independent until three years after the end of such employment relationship.

Item B Code of Ethics

Genoil has adopted a Code of Conduct that meets the requirements of the definition of a "Code of Ethics" as that term is defined in Item 16B(b) of Form 20-F. Genoil's Code of Conduct is applicable to all of its employees, including its principal executive officer and principal financial officer. The Corporation does not currently employ a principal accounting officer. Its Code of Conduct has been amended end of December 2007 and copy was attached as Exhibit 11.1 to Form 20-F in the prior year.

Item C

Audit Fees

BDO Dunwoody LLP served as the Corporation’s auditors from the 3^rd quarter of 2006 until August 2008. Meyers Norris Penny LLP served as the Corporations’s auditors from August 2008 onwards.. The following table summarizes the aggregate fees for professional audit services and other services rendered by BDO Dunwoody LLP and Meyers Norris Penny LLP in the past two years.

In Canadian dollars

	2008	2007


Audit Fees	$170,400	$208,000
Audit-Related Fees	-	-
Tax	-	-
All Other Fees	-	-


Total	$170,400	$208,000

Audit Fees

Audit fees include fees for professional services rendered in connection with the audit of Genoil's annual financial statements and audit on the effectiveness of the Company’s internal controls over financial reporting set forth in its Annual Report on Form 20-F and services provided by the independent auditors in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Audit-related fees are generally fees billed for services that are closely related to the performance of the audit or review of financial statements.

Tax Fees

Tax fees are fees for professional services rendered related to tax compliance, tax advice and tax planning.

All Other Fees

The Company's audit committee is required to pre-approve all audit and non-audit services rendered by and approve the engagement fees and other compensation to be paid to the independent accountant and its affiliates. When deciding whether to approve these items, Genoil's audit committee takes into account whether the provision of any non-audit service is compatible with the independence standards under the guidelines of the SEC and of the Independent Standards Board. To assist in this undertaking, the audit committee requires the independent accountant to submit a report describing all relationships the independent accountant has with the Company and relevant third parties to determine the independent accountant's independence.

Item D Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item E Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

PART III

Item 17. Financial Statements

The Consolidated Financial Statements for years ended December 31, 2008 and 2007 attached as Exhibit 19(a).

Item 18. Financial Statements

The registrant has elected to provide financial statements pursuant to Item 17 that include, as Note 23, the differences between Canadian and US GAAP.

Item 19. Exhibits

(a)	The Consolidated Financial Statements for the year ended December 31, 2008.

(b)	Management Analysis & Discussion for the year ended December 31, 2008.

(c)	Exhibits

Exhibit Number		Description
1.1*		Articles of Incorporation of Genoil Inc. dated April 1, 1996
1.2*		Articles of Amendment of Genoil Inc. dated June 27, 1996
1.3***		Certificate and Articles of Amalgamation of Genoil Inc. dated September 5, 1996
1.4***		Certificate and Articles of Amendment of Genoil Inc. dated May 31, 2006
1.5***		By-laws of Genoil Inc. as adopted on May 2, 2006
2.2**		Note and Warrant Purchase Agreement and form of Convertible Note dated December
		23, 2004
2.3***		$750,000 Convertible Promissory Note Dated October 24, 2005 with Lifschultz
		Enterprises Co., LLC.
2.4***		$750,000 Convertible Promissory Note Dated December 23, 2005 with Lifschultz
		Terminal and Leasing Ltd.
2.5****		$968,825.19 Convertible Promissory Notes Dated October 6, 2006 with Lifschultz
		Enterprises Co., LLC, Lifschultz Family Partnership LP and Sidney B. Lifschultz 1992
		Family Trust
2.6****		Stock Option Plan of Genoil Inc., as amended October 25, 2001 and January 13, 2003,
		March 30, 2004, June 3, 2005, March 1, 2006, May 31, 2006, and May 14, 2007.
4.1*		Sample Marketing Agreement
4.2*****		Funding Agreement with David K Lifschultz
11.1*****		Amended Code of Conduct as adopted on December 15, 2007
12.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley

		Act of 2002
12.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
		Act of 2002
13.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002
13.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
		Act of 2002
14.1		Independent Auditor’s Consent of Meyers Norris Penny LLP
14.2		Independent Auditor’s Report &;Comments by Auditors for US Readers on Canada-
		United States Reporting Differences of BDO Dunwoody LLP

* These exhibits were filed with Genoil's 2003 Form 20-F.

** This exhibit was filed with Genoil's 2004 Form 20-F.

*** These exhibits were filed with Genoil's 2005 Form 20-F.

**** These exhibits were filed with Genoil’s 2006 Form 20-F.

*****These exhibits were filed with Genoil’s 2007 Form 20-F.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Dated June 30, 2009

GENOIL INC.

By: /s/ David K. Lifschultz

David K. Lifschultz
Chief Executive Officer

Exhibit 12.1
CERTIFICATION

I, David K. Lifschultz, certify that:

1. I have reviewed this annual report on Form 20-F of Genoil Inc.;

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 officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)

and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed

under our supervision, 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;

(c) 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

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's

most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is

reasonably likely to materially affect, the registrant'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 the 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: June 30, 2009

/s/ David K. Lifschultz

David K. Lifschultz

Chief Executive Officer

Exhibit 12.2

CERTIFICATION

I, Brian Korney, certify that: