GNOLF 20-F DEF-14A Report Dec. 31, 2015

GENOIL INC

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20-F 1 genoil20f.htm GENOIL INC. 20-F

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UNITED STATES	OMB Number 3235-0288
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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, 2015

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)

Suite 218

1811 -4 Street SW

Calgary, AB

T2S1W2 Tel 212-688-8868 Contact: David Lifschultz

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 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: 419,675,672 as of December 31, 2015 and 419,675,672 as of April 30, 2016

Preferred shares: (zero) as of December 31, 2015.

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

Indicate by check mark which basis of accounting the registrant has used to prepared the financial statements included in this filing:
U.S. GAAP ☐	International Financial Reporting Standards as issued by the International Accounting Standards Board ☒	Other ☐

If "Other" has been checked in response to the previous question, Indicate by check mark which financial statement item the registrant has elected to follow
	☐ 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 ☒ 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	4

Item 2. Offer Statistics and Expected Timetable	4

Item 3. Key Information	4

Item 4. Genoil's Information	9

Item 5. Operating and Financial Review and Prospects	24

Item 6. Directors, Senior Management and Employees	28

Item 7. Major Shareholders and Related Party Transactions	32

Item 8. Financial Information	33

Item 9. The Offer and Listing	34

Item 10. Additional Information	35

Directors' Conflicts of Interest	36
Borrowing Powers	36
Directors	36
Rights Attached to Shares	37
Alteration of the Rights of Shareholders	37
Shareholders' Meetings	37
U.S. Holder of Common Shares	42
Canadian Federal Income Tax Consequences	43
United States Federal Income Tax Consequences	43

Item 11. Quantitative and Qualitative Disclosures About Market Risk	45

Item 12. Desription of Securities Other than Equity Securities	46

Item 13. Defaults, Dividends Arrearages and Delinquencies	46

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	46

Item 15. Controls and Procedures	46

Item 16. [Reserved]	47

Item A Audit Committee Financial Expert	47
Item B Code of Ethics	47
Item C Audit Fees	47

Item 17. Financial Statements	49

Item 19. Exhibits	49

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 International Financial Reporting Standards (IFRS). 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, 2015, 2014, 2013, 2012, and 2011 and for the years ended December 31, 2015, 2014, 2013, 2012, and 2011 have been derived from Genoil's audited Consolidated Financial Statements, which are included elsewhere. The selected financial data for the years ended December 31, 2015, 2014, 2013, 2012, and 2011, is presented in accordance with IFRS.

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.



	Years ended December 31

	2015			2014			2013			2012			2011
Revenue		-			-			-			-			-
Income (Loss) from continuing operations
IFRS		923,958			(574,271	)		(5,770,957	)		(5,420,590	)		(1,758,748	)
Canadian GAAP
US GAAP
Income (Loss) for the period
IFRS		923,958			(574,271	)		(5,770,957	)		(5,420,590	)		(1,758,748	)
Canadian GAAP
US GAAP
Income (Loss) per share from continuing operations: Basic and diluted
IFRS		-			-			(0.02	)		(0.02	)		(0.01	)
Canadian GAAP
US GAAP
Income (loss) per share: Basic and diluted
IFRS		-			-			(0.02	)		(0.02	)		(0.01	)
Canadian GAAP
US GAAP
Total assets
IFRS		587,487			391,802			519,412			2,685,243			4,570,764
Canadian GAAP
US GAAP
Net assets
IFRS		(3,104,546	)		(4,744,713	)		(4,253,686	)		(1,892,630	)		101,339
Canadian GAAP
US GAAP
Share Capital
Number of Shares Outstanding		419,675,672			405,351,502			381,208,834			350,456,719			318,264,541
IFRS		60,256,681			59,540,472			59,179,822			58,276,791			56,966,166
Canadian GAAP
US GAAP
Retained earnings (deficit)
IFRS		(86,688,250	)		(87,528,467	)		(86,969,951	)		(81,245,828	)		(75,813,747	)
Canadian GAAP
US GAAP

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

Number of Shares Issued

	Years ended December 31

	2015		2014		2013		2012		2011
Shares outstanding		419,675,672		405,351,502		381,208,834		350,456,719		318,264,541
Shares issued		14,324,170		24,142,668		30,752,115		32,192,178		17,119,112

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

Average exchange rate	2015	1.2787
	2014	1.0447
	2013	1.0299
	2012	0.9996
	2011	0.9891

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

	High	Low
March 2016	1.3288	1.3165
February 2016	1.3860	1.3736
January 2016	1.4284	1.4155
December 2015	1.3747	1.3654
November 2015	1.3307	1.3243
October 2015	1.3121	1.3023

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, 2016 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 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, 2015, the following potentially dilutive instruments were outstanding:

Options	57,218,700
Warrants	53,677,592
Notes	9,876,656
	120,772,948

Shares o/s	406,452,146

	30	%

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 OTC BB 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 OTC BB 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

Suite 218

1811 -4 Street SW

Calgary, AB

T2S1W2 and its phone number is 212-688-8868.

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 to 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.

2009

On March 2, 2009, Genoil signed a memorandum of understanding ("MOU") with Tianjin Port, one of China's major shipping harbours.

- The MOU with Tianjin Port is for the introduction and implementation of Genoil's oil-water separation system to treat and clean bilge water of oil, contaminants, chemicals and pathogens. This is the second Chinese port to sign an agreement with Genoil to use its oil-water separation technology. Tianjin Port is located 170 km southeast of Beijing and east of Tianjin City – China's third largest city. During 2007, Tianjin Port was the fourth largest port in China and sixth largest in the world with over 300 million tons of annual throughput. Tianjin Port's total container throughput reached 7.1 million twenty-foot equivalent units ("TEUs") last year, making the Port one of the world's top 20 container ports.

- On March 10, 2009, Genoil signed a memorandum of understanding ("MOU") with Tangshan Port, in China, for the implementation of Genoil's bilge water treatment system.

- This is the third major Chinese port to sign an agreement with Genoil to test and implement the utilization of Genoil's oily water separation technology to treat and clean bilge water. Stringent environmental regulations with increased penalties for untreated bilge water discharged overboard are in place to protect the oceans and coastal waters from illegal dumping of waste oil. Genoil's Crystal oily water separator meets the port's goal to minimize the impact of contaminated bilge water on the aquatic ecosystem and complies with existing environmental laws.

- On April 30, 2009, Genoil received an additional and new patent from the US Patent and Trademark Office (USPTO) for its hydroconversion upgrader technology. The patent is a valuable addition its Genoil upgrading process that economically upgrades and significantly increases the yields from high sulphur, acidic, heavy crude, bitumen, and refinery residues.

- Genoil closed a private placement on May 6, 2009. The Corporation issued a total of 10,725,443 units, at a price of US$0.13 per unit, each unit consisting of one common share and one common share purchase warrant for total gross proceeds of US$1,394,308. These warrants are exercisable until two years following their issue date at a price of US$0.20. The common shares and warrants issued in connection with this private placement are subject to a four-month hold period pursuant to the rules of the TSX Venture Exchange and Canadian securities legislation.

- On October 22, 2009, the Company announced that it had agreed to the extension of the term of an aggregate $1,227,355.84 principal amount of convertible notes and an aggregate 1,136,442 common share purchase warrants which were previously issued and are outstanding. The notes and warrants were originally issued to a group of four investors in October, 2008 which included Lifschultz Enterprises Co., Sidney B. Lifschultz 1992 Family Trust, David K. Lifschultz and Bruce Abbott, having a conversion price equal to C$0.27 in respect of the notes, and an exercise price of C$0.41 in respect of the warrants. The notes and warrants had an original term expiring on October 6, 2009, which term was amended and extended to October 6, 2010. The notes and warrants remain substantially unamended in all other respects.

- The Company also closed a shares-for-debt transaction on May 1, 2009 to satisfy amounts outstanding to certain creditors. A total of US$ 212,191.74 debt has been cancelled in exchange for an aggregate of 1,367,319 common shares and 564,302 warrants of the Company. Genoil granted certain of the creditors warrants which are exercisable at any time prior to 2 years after the date of issuance at a price of US $0.21, and granted other creditors warrants which are exercisable at any time prior to 2 years after the date of issuance at a price of US $0.20.

- In October 2009, the Company raised US$181,985 through a private placement, issuing 1,399,884 common shares at US$0.13 and 1,399,884 warrants with an exercise price of US$0.20 per common share and have a 2 year term. Proceeds of C$91,078 were allocated to share capital and C$99,278 was attributed to warrants and credited to contributed surplus. The value attributed to the warrants was calculated using the Black‑Scholes model with expected volatility of 120%, risk free rate of 1.3% and dividend yield nil over their expected life of 2 years.

- The Company also did a shares‑for‑debt transactions issuing a total of 2,265,192 common shares at C$0.13. There were no warrants issued with the shares‑for‑debt transaction.

2010

- On June 22, 2010, Genoil announced that it closed a non-brokered private placement, pursuant to which it has issued an aggregate of 7,692,308 units at a price of US$0.13 per unit to raise aggregate gross proceeds of US$1 million. Each unit is comprised of one common share in the capital of Genoil, and one Share purchase warrant exercisable for two years following the date of issue at an exercise price of US$0.18. The terms of the other previously announced private placement on May 25 ^th 2010 was not approved by the TSX Venture Exchange

- On June 30, 2010, Genoil announced it has been awarded a major patent for its breakthrough sand decontamination technology by the United States patent office. The patent recognized the unique positioning of Genoil for Gulf of Mexico disaster cleanup. As a result of continued research and development, the sand decontamination patent constitutes a major advancement of the reactor design. The improved reactor enhances the sand cleaning process in three stages and increases the rate of hydrocarbons extracted from the sand. Consequently, the amount of hydrocarbons removed increases while resulting in more separation in less time. In addition, the amount of heat energy is also drastically reduced resulting in greater operational savings. The reactor features a method for retaining the dissolved contaminants and blocking their transfer downstream in order to minimize the total dissolved solids in the decontaminated sand. This patent is a result of Genoil's long term commitment to environmental technologies offering practical solutions to cleanup environmental disasters. Our sand cleaning units, which are completely portable, are able to reclaim enough contaminants to return the earth to agricultural grade soil.

- On November 3, 2010, Genoil agreed to the extension of the term of an aggregate $1,544,543.82 principal amount of convertible notes and an aggregate 1,136,442 common share purchase warrants which were previously issued. The Notes and Warrants were originally issued to a group of four investors in October, 2008 which included Lifschultz Enterprises Co., LLC , Sidney B. Lifschultz 1992 Family Trust and David K. Lifschultz, having a conversion price equal to $0.27 in respect of the Notes, and an exercise price of $0.41 in respect of the Warrants.

- On November 29, 2010, Genoil announced that it had entered into an agreement to acquire 100% of the issued and outstanding common shares of Two Hills Environmental Inc. This acquisition conveys to Genoil surface title to 147 acres of land, together with certain subsurface mineral rights contained within 2,500 adjacent acres and access to 388,550 cubic meters of water to be derived yearly from the North Saskatchewan River. This water is critical to the development of local brine production, environmentally acceptable disposal of oil sands and oil well production waste. These multiple salt caverns could potentially be utilized for a variety of purposes including waste oil disposal, gas storage reservoirs and waste water disposal.

2011

- On February 14, 2011, Genoil advised that it had paid a cash deposit of $100,000, issued 2,500,000 common shares of Genoil to the former shareholder of Two Hills, issued 2,500,000 common shares of Genoil to a debtor and issued an option to purchase 250,000 common shares of Genoil, at market price to an agent as commission for structuring the acquisition. Concurrent with the closing of this transaction, Thomas F. Bugg, President of Genoil, acquired from the aforementioned debtor 1,000,000 common shares of the Corporation, at a deemed price of $0.295 per common share. The acquisition was effective December 2010.

- On March 31, 2011 Genoil Inc. also announced on the aforementioned date that the Board of Directors of the Corporation has approved a grant of an aggregate 4,250,000 options to consultants to acquire up to 4,250,000 common shares of the Corporation as compensation for services provided. These options were approved with an exercise price of C$0.20, being above the closing price of Genoil's shares on the TSX Venture Exchange on the date preceding the press release. All of the options approved have a term of five years from the date of grant and vest immediately.

- On March 31, 2011 Genoil advised that it continues to work on oil water separation technology for the VLCC (Very large Crude Carriers) and is making adjustments to the Crystal test unit to meet required specifications. Genoil continues to work on other projects in the Middle East for both GHU upgrading business and Crystal Sea projects and at this stage does not feel that the recent political activity in the region will interfere with any of its projects.

- On April 6, 2011, Genoil announced that it had closed a non-brokered private placement, pursuant to which it issued an aggregate of 1,575,000 units at a price of US$0.20 per unit to raise aggregate gross proceeds of US$315,000. Each unit is comprised of one common share in the capital of Genoil (a "Share"), and one Share purchase warrant (a "Warrant") exercisable for two years following the date of issue at an exercise price of US$0.20.

- In June 2011, the Company issued promissory notes in the amount of C$346,018. The promissory notes are unsecured and bear interest at 8% per annum. The notes are due on December 31, 2011.

- In 2011, the Company completed three shares-for-debt transactions. In the first transaction, the Company issued 747,714 shares at $0.20 and allocated $149,543 to share capital. For the second transaction, the Company issued 7,067,089 shares at $0.10 and 3,000,000 warrants at with an exercise price of $0.11; $706,709 was allocated to share capital and an estimated fair value on the warrants of $270,379 was credited to contributed surplus. The third transaction issued 557,255 common shares at $0.115 and allocated $64,084 to share capital.

- During November 2011, Genoil received ABS certification for all Crystal Sea models. This accreditation is in addition to obtaining the US Coast Guard/IMO MEPC 107 49 certification for Crystal MU 30 and MU 40 of 5 m3/h and 10 m3/

2012

During the 2012, the Company received net cash proceeds of $1,481,442 pursuant to financing activities.

Genoil Emirates LLC, was incorporated in the United Arab Emirates, which will focus upon the fields of oil and water processing and treatment in the United Arab Emirates. Emirates LLC is jointly-owned by S.B.K. Commercial Business Group LLC and the Company. As at December 31, 2012, the Emirates LLC had not yet commenced operations and holds no assets.

During the year ended December 31, 2012, the Company advanced a net amount of $78,482 to an officer of the Company resulting in a balance of $172,574 outstanding as at December 31, 2012 (2011 - $94,092), which approximates fair value.

During the year ended December 31, 2012, the company incurred costs of $23,058 (2011 - $174,736) to produce an additional crystal sea unit.

In October 2012, promissory notes in the amount of $386,313 were repaid to the note holders.

In July 2012, the company received regulatory approval to extend the convertible notes for one year maturing at October 6, 2013. As a result of this extension, no warrants were issued or recorded. The extended notes carry interest at 12% per annum, accrued semi-annually, and are convertible into common shares of the Company and $0.10 per share at the option of the holder. The incremental value resulted from change in the conversion price which is $844,533. This amount has been recognized as a loss in the year.

In May 2012, a private placement was completed. The Company issued 6,732,898 shares at $0.09 per common share and allocated $300,144 to share capital. The attached warrants are exercisable at $0.10 with a 5 year term and the estimated fair value of $311,135 was credited to contributed surplus.

In September 2012, a shares for debt transaction was completed. The Company issued 10,300,460 common shares at a fair market value of $0.08 per share and allocated $824,037 to share capital.

In October 2012, a private placement was completed. The Company issued 15,158,820 shares at $0.07 per common share and allocated $195,860 to share capital. The attached warrants are exercisable at $0.10 with a 5 year term and the estimated fair value of $865,257 was credited to contributed surplus.

During 2012, the Company paid $17,268 (2011 – $3,114) of interest in cash.

The Company did not pay any income taxes in 2012 or 2011.

During 2012, the Company settled $1,175,896 (2011 – $649,957) of trade and other payables through the issuance of common shares.

2013

At the close of 2013, the Company recorded an impairment charge of $1,856,394 (2012 - $1,900,000) as a consequence of:

- The closure of Calgary and Edmonton offices;

-The impairment of patents due to expiration; and,

-The impairment of mineral rights due to the absence of estimated future cash flows to recover the investment.

On April 2, 2013, the Company received a demand letter, from the landlord of the Company's former Sherwood Park, Alberta location, stating that should the Company not pay $100,068, in rental arrears, in a certified fashion, by April 12, 2013, the landlord would commence legal proceedings against the Company to satisfy this debt. The Company has not made this payment; however, an offer, to which no response has been received, to settle this liability, utilizing the "shares for debt" avenue has been proffered to the landlord.

On April 4, 2013, the Board of Directors of the Company completed a review of compensation levels for the Company's officers. Recognizing the Company's scarce cash resources and resultant inability to pay cash compensation, the Board approved the grant of an aggregate of 18,000,000 stock appreciation rights relating to the market performance of Genoil's common shares, at base price of $0.07, being superior to the closing price of the Company's shares on the TSX Venture Exchange on the day prior to the day this grant was made. Of the 18,000,000 rights approved for grant, 12,000,000 have been approved for grant to the Company's Chief Executive Officer and 6,000,000 to the Company's President, as an inducement for their continued efforts and their compensation, in lieu of any salary compensation, for 2013. All rights described above vest immediately and have a term of five years from the date of grant.

On May 24, 2013, a Certificate of Default Judgment was registered against the Company in the amount of $25,791, which is included in trade and other payables.

During 2013, the Company incurred an impairment loss of $Nil (2012 - $900,000) relating to the state of disrepair of the upgrader. The remaining value represents scrap value of the upgrader.

During 2013, the Company incurred an impairment loss of $171,423 (2012 - $Nil) relating to the state of disrepair of the crystal sea test unit. The office equipment of $13,735 was fully written off due to closure of Calgary and Edmonton offices.

During 2013, the Company incurred an impairment loss of $1,628,685 on the mineral rights. The mineral rights are considered fully impaired due to the absence of estimated future cash flows to recover the investment. The development of the mineral rights require significant capital outlays and due to the state of the Company's financial position it currently has no future plan to develop or dispose of the mineral rights.

On November 15, 2013, the Company extended the convertible notes for another two years maturing on October 6, 2015. The extended notes continue to carry interest at 12% per annum, accrued semi-annually, and are convertible into common shares of the Company at $0.015 per share at the option of the holder.

In February 2013, the company closed a private placement that raised $408,947 and issued 6,815,783 common shares at $0.06 per common shares. No warrants were issued and the full amount was allocated to share capital.

In March 2013, the Company closed a private placement that raised $200,180 and issued 3,336,333 common shares at $0.06 per common share. No warrants were issued and the full amount was allocated to share capital.

In November 2013, a private placement was completed. The Company issued a total of 20,599,999 shares at $0.015 per common shares. 17,366,574 shares were issued for cash consideration of $260,499 and 3,233,425 shares were issued to two individuals for consulting services provided to the Company in the amount of $48,501. The attached warrants are exercisable at US$0.05 with a 5 year term and the estimated fair value of $386,758 was recorded as a debit to contributed surplus and a credit to the derivative liabilities.

2014

In March 2014, the Company issued 3,042,668 common shares at $0.015 CAD per share for total gross proceeds of $45,650 and issued 3,042,668 warrants at a strike price of $0.05 CAD in connection with the share issuance. The Company has also issued 21,100,000 common shares at a price of $0.015 USD per share to settle $316,500 in debt as part of shares for debt settlement agreements with various parties for consulting services performed. Additionally, the board of directors of the Company approved a stock option grant for directors and officers to acquire up to an aggregate of 7,000,000 common shares of the Company and for employees and consultants to acquire up to an aggregate of 6,800,000 common shares of the Company. Of the total 13,800,000 options approved, all were approved with an exercise price of $0.015 and 4,000,000 of the options vest over a period of time rather than immediately.

In May 2014, the Company issued 4,314,000 common shares, at a price of $0.05 USD per share for total gross proceeds of $215,700 and issued 4,314,000 warrants at a strike price of $0.05 in connection with the share issuance. The Company has also issued 5,799,434 common shares at a price of $0.05 USD per share to settle $289,972 in debt as part of shares for debt settlement agreements with various parties for consulting services performed.

2015

Calendar 2015 has been very good for Genoil. The company signed a $700 million dollar contract with Zhongjie Petrochemical, a technological guarantee and marketing agreement with Beijing Petrochemical, received a $5 billion dollar LOI dated April 2016 from a large Chinese bank for a project in the Middle East. What this demonstrates is successful strategic positioning as well as forward progression in all areas of focus. It should be noted that in these difficult times for the oil industry Genoil's projects are so important that the financing will be made available as evidenced by this LOI. There is almost no new funding available in the entire world oil industry for new projects. We attribute this to the low operating and capital cost of the Genoil GHU upgrading and desulfurization process.

In late 2015 Genoil signed a strategic alliance with an Engineering Procurement and Construction company - Beijing Petrochemical Engineering Company, a subsidiary of Shaanxi Yanchang Petroleum Group Corp., the fourth largest petroleum company in China and a Fortune 500 Company with over $43 billion dollars in assets, and over $25 billion dollars a year in revenues. The alliance will strengthen Genoil both in engineering and sales resources, allowing Genoil to offer clients full EPC services and to develop sales and marketing for Genoil's GHU technology around the world. The relationship will also enhance the company's ability to execute major projects.

Genoil has recently returned from a fruitful trip to China where we are working to form a new company as per the terms of the recent $700 million JV contract signed in January 2015. The recent engineering studies combined with local market conditions for refiners in China, allow us to estimate favorable profitability even at today's current oil market price. The formation of this corporation will lead to the hiring of personnel for our JV's office. In addition to Genoil's newly opened office in China, the joint venture is planning to open an office in China to begin the project. The corporation is also working on obtaining the permitting necessary for the project.

In November 2015 Genoil met with Hebei Zhongie Petrochemical group's president to discuss the results of the recent feasibility study to review the engineering and economic work to date and an execution plan for the project. Genoil top executives will be traveling to China by year end for further meetings with all involved parties.

On January 31, 2015 Genoil signed a $700 million joint venture contract with Hebei Zhongjie Petrochemical group (the Hebei provincial government is very excited by this new partnership) to construct a state of the art 1.3 million ton per year refinery utilizing the Genoil GHU technology. The respective equity interest ratio is 70% for Genoil and 30% for HYT. Genoil management was able to bring a long relationship between the parties to contract and to do that with improved terms for Genoil. There is a long history and working relationship between the parties and Genoil is feeling optimistic about the evolution of this relationship. Genoil feels very confident that the support from China will enable the partners to raise financing on a timely basis.

Discussions between Lukoil and Genoil are very much alive. Top Genoil management recently met Lukoil's top management in Moscow and in Geneva with LITASCO trading in June 2015. The parties are exploring several potential projects including projects outside of Russia such as in, Rotterdam. Genoil discussed the various project proposals and ideas with headquarters, and Genoil management was invited to meet the President of Lukoil. The Lukoil President's key advisor is his VP Thomas Mueller. Mr. Mueller was formerly with Conoco Phillips and he is intimately involved in decisions relating to Genoil. We consider his Conoco background to be positive especially considering the GHU technology was operated at a Conoco oil field.

On February 3, 2015 Genoil signed an agreement with Munich Capital Partners to finance Genoil projects around the world. Stefan Volk who was a managing partner and shareholder of Hannover Leasing heads Munich Capital. Hannover Leasing represents more than 68,500 private and institutional investors, 9.7 billion euros in equity capital and more than 200 closed-end equity investments. Total investment volume of the assets under their management equals 14.4 billion Euros. Stefan has 28+ years of industry experience in banking and the financial markets. Stefan was also head of structured products at Dresdner Bank, Head of financial institutions and public sector business at BNP Paribas, and head of debt and capital markets / FI corporate finance at Union Bank of Switzerland. In addition to financing Munich Capital has also been working on business development assisting Genoil with introductions in Western 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.

Genoil has formed a new corporation in the Middle East with SBK Commercial Business Group in the United Arab Emirates. The corporation is named "Genoil Emirates".

The purpose of this new corporation is to create projects in the U.A.E. for all of Genoil's technologies, including: desulfurization, oil upgrading and recycling, water purification port technologies, well testing, and sand cleaning. Currently the United Arab Emirates has the seventh largest oil reserves in the world and is looking to expand production.

The Genoil Emirates joint venture between Genoil and SBK Commercial Business Group has significant promise. Genoil Emirates has established its head office in Riyadh, 11321 Kingdome of Saudi Arabia. The address is Building B, Near Gulf Commercial Complex Olaya, P.O. Box: 230032. It also has a branch location at Khober DAMAM, Block 7 Office 32 Khober, Telephone: +96614633181 Facsimile: +96614664763.

In August 2015, the company opened an office in Rio de Janeiro, Brazil and retained Rodrigo Dos Santos as Vice President & General Manager to head the local office there and focus on the Brazilian, Venezuelan, and Columbian markets. Rodrigo has an energy and finance background and is diligently pursuing old leads and business opportunities in Brazil and in Venezuela. This includes an old testing contract Genoil signed with PDVSA.

The company has hired Dennis L. Sears, who is an international sales and bunkering consultant. He is spearheading Genoil's Bunker fuel sales with over 20 years of experience as an international bunker fuel supplier.

Genoil has been looking for strategic relationships to strengthen our competitive position in the marketplace. In April 2016 a Genoil led consortium received a $ 5 billion USD letter of intent (LOI) from a major bank in China for a 500,000 barrel per day upgrading and desulfurization project in the Middle East. This project has the intent to be scaled up to 3.5 million barrels per day. Executives of Genoil recently returned from a business trip to Beijing and Middle East and are working diligently on this opportunity. The recent oil price has not changed the Chinese interest in the GHU®, but has in fact increased it due to the GHU's ultra low operating costs as

Pilot Heavy Oil Upgrader

Genoil has been primarily involved in the development and commercial applications of its proprietary heavy oil upgrading technology – the Genoil Hydroconversion Upgrader (GHU®).

The GHU® converts sour (high sulphur), heavy hydrocarbon feed stocks into lighter oil with higher quality distillates for conventional refining. The GHU® process uses a hydrogen enrichment methodology based on catalytic hydrogenation and flash separation.

The GHU®'s unique intellectual property is in its hydroconversion design and mixing devices. A GHU® provides greater mass/heat transfer between hydrogen, crude and catalyst. As a result, hydroconversion can be achieved at mild operating conditions.

Sour, acidic, heavy crude and residual by-products are converted into lighter distillates, increasing the API (or lowering the density), while maximizing denitrogenation, desulphurisation and demetalisation to meet new regulatory requirements. The upgraded crude product will have higher yields of naphtha, distillates and vacuum gas oil with reduced levels of contaminants such as sulphur, nitrogen and metals. Genoil's process is designed specifically to eliminate most of the sulphur from the feed stocks.

The Genoil GHU Upgrader has been designed to remove 99.5% of the sulphur, as shown in its latest tests, while lightening the oil at the same time, significantly raising its API gravity. In a January 12, 2009 press release, the cost model, based on data from December 8, 2008, during the height of the market crash, showed a margin of profit of over $15.00 per bbl with a 30% IRR. $15.00 was the low point in relation to the historical margins during the period that oil was over $100.00 per barrel WTI. International regulations will soon require bunker fuel to be upgraded and desulphurized due to serious environmental concerns.

The Genoil Upgrading Process yields zero waste and consumes no external energy or hydrogen, deriving its hydrogen and energy from its own residue. The cost structure is therefore much lower than standard upgrading processes in hydrogenation and does not give off a waste byproduct such as coking of 30%.

Upgrading heavy oil is essentially a very undeveloped industry in relation to the 900 billion barrels of world heavy oil reserves. Most of the oil presently coming out of the ground is light, in the vicinity of 76 million barrels a day, or 27.5 billion barrels a year. It is readily seen that even if you allow for new oil discoveries and further advances of recovery through technological enhancements in field recovery, the time limit for this light oil reserve will last no more than twenty or thirty years. As light oil productive capability declines, a world pricing crisis may occur. Genoil's pilot plant in Alberta has progressed through the development stage and the costs of commercialization have been expensed.

Oil/Water Separation

The Genoil Water Treatment Department has recently increased its significance in the business model of the Corporation. Initially developed for the bilge area of a ship, the Crystal Separator is suitable for a wide range of applications, including off-shore oil platforms, wastewater treatment plants, refineries, gasoline service stations and ports. Genoil's Crystal Sea oil and water separator is a compact unit that is able to handle small volumes from 2 GPM to 20 GPM using a compartmental process. The Company is in the process of developing scaled up units that can handle larger volumes.

Genoil has successfully completed testing on its improved Crystal Sea bilge water separator at Testing Service, Inc., in Salt Lake City, Utah. The Crystal Sea units are state-of-the-art bilge separators that have been certified by the US Coast Guard in accordance with the International Maritime Organization Resolution MEPC 107 (49) in 2007. IMO regulations require bilge water separators to have an effluent discharge of less than 15 ppm impurities for territorial water and less than 5 ppm for discharge into inland waters. Subsequently, our bilge oily water separators have been certified by the American Bureau of Shipping (ABS).

New built ships are required to have bilge water cleaning systems that meet the higher international pollution standards. Also, all ships built prior to 2007 had to meet those standards by the close of 2009. A ship's bilge is the lowest compartment of a ship that collects water from different areas of the boat, such as the engine room. This water is heavily contaminated and often pumped out as boats enter ports. The oily water released into the water of harbours and bays significantly pollutes the environment. Genoil is focusing on this market's growing need for bilge water separators to prevent large marine vessels from having to dump waste oil into the ocean. The Company is marketing the Crystal Sea globally, targeting shipyards, ship designers, ship owners, cruise lines, and navies. Genoil also expects to address the global contamination of a port's water and is looking into solutions to prevent shipping companies from contaminating the waterways close to ports and beaches in several countries.

In the view of management, the Crystal Sea has advantages over competing models including a smaller footprint, a simple operating system, no requirement for back washing or flushing with fresh water or sea water, therefore reduced maintenance, very little use of water and no moving parts, except for a pump. In addition to that, the oil removed using the Genoil bilge cleaner is dry enough and of a quality that it can be reused by other utilities onboard.

Genoil is partnering with a Canadian testing advisor to the cruise ship and ferry industries in order to set up testing agreements with various ship owners. Genoil has also partnered with international agents and a manufacturer to roll out the Crystal technology for ports in Asia, Middle East and other areas. As the oily water separator market is a mature market with several well-known and established companies who dominate sales, Genoil believes future testing agreements will help overcome the challenge.

Genoil has both a US and a Canadian patent for the Crystal technology, as well as a PCT application. There are at least 10 separators in operation in Romania, which were sold by the inventor, before Genoil acquired the rights to the technology.

During 2010, Genoil was awarded a major patent for its breakthrough sand decontamination technology by the United States patent office. Genoil provides one of the best commercial, economic and environmentally approved off the shelf solutions for soil and water decontamination. As a result of continued research and development, the sand decontamination patent constitutes a advancement of the reactor design. The improved reactor enhances the sand cleaning process in three stages and increases the rate of hydrocarbons extracted from the sand. Consequently, the amount of hydrocarbons removed increases while resulting in more separation in less time. In addition, the amount of heat energy is also drastically reduced resulting in greater operational savings. The reactor features a method for retaining the dissolved contaminants and blocking their transfer downstream in order to minimize the total dissolved solids in the decontaminated sand. This patent is a result of Genoil's long term commitment to environmental technologies offering practical solutions to cleanup environmental disasters.

The acquisition 100% of the issued and outstanding common shares of Two Hills Environmental Inc. conveys to Genoil surface title to 147 acres of land, together with certain subsurface mineral rights contained within 2,500 adjacent acres. These multiple salt caverns could potentially be utilized for a variety of purposes including waste oil disposal, gas storage reservoirs and waste water disposal.

This site has potential as a waste oil/water disposal and treatment facility due its convenient proximity to several waste disposal companies. Alternatively, several of these massive salt caverns could become natural gas storage facilities. Any development is subject to obtaining the proper permits from the necessary regulatory agencies, further detailed economic analysis and obtaining appropriate financing.

Two Hills was initially formed to enter into the oilfield waste disposal industry by capitalizing upon its current undeveloped asset base. This asset base is comprised of a site under which very large salt caverns have been formed in the Lotsberg Formation beneath the earth's surface. Such caverns are prized in the oilfield disposal industry due to their efficacy and safety as a destination for oilfield wastes.

In January 2016, Genoil and Xi'an Beigeng Energy Technology Company, Ltd have signed an exclusive strategic alliance agreement to sell the Crystal Industrial Land Separators, of which the Chinese Market potential is estimated at over one thousand separators. Genoil has shipped a Crystal separator to China to be placed at Sinopec. This proven technology has been in operation at multiple locations for over 20 years. Genoil has about seventeen large Crystal Industrial Land Separators in operation, the largest handling 50 cubic meters per hour of capacity. Crystal technology is Coast Guard and IMO approved which allows for discharge at sea, and does not require the use of chemicals or filters. Xi'an Beigeng specializes in filtration, providing complete process technical solutions and custom-made process equipment to the petrochemical and natural gas industries in China. Xi'an Beigeng has strategic relationships and successful marketing experience with CNPC, Sinopec, CNOOC and Yanchang Oil Group.

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.

Expenditures Relating to the Sale of Products

Genoil is primarily involved in the development of its technologies for commercial application. The Company has been building its internal capabilities. Genoil currently has seven full time employees, thirty part-time employees and eleven contracted consultants and appointed representatives located in various offices. The principal offices are at – Two Hills AB, and New York, NY, Dubai UAE.

The company seeks to work through commission agents and employees who will receive compensation when revenues are generated. Genoil is modeling its operations in a similar way as Microsoft & Google followed when they were in their infancy.

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 Crystal products. Genoil anticipates sales of 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 1 patent application under review in the United States and has been granted 7 US patents (Patent nos. 6,527,960; 7,001,502; 7,014,756; 5,603,825, 7,510,689, 7,704,400, and, 7,754,076), 2 Canadian patents (No. 2,243,142 and 2,306,069). 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 was subject to securities regulation in the Canadian jurisdictions in which it was a reporting issuer. As an issuer with securities traded on the TSX Venture Exchange, the Company was subject to its rules. The Corporation's shares are now traded on the Over the Counter Bulletin Board ("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

The Company does not expect to generate significant revenue or cash flow from its technologies or services for the 2016 year, and possibly beyond.

The Company expects revenue and cash flow to be generated in staged phases following the execution of definitive agreements for the implementation of the oily water separation technology for marine use or on-shore units for ports and oil reclamation sites.

On a larger scale, Genoil also expects to generate revenues for the design, implementation and procurement of its GHU® systems and/or the licensing of its intellectual property.

The Corporation has accumulated losses of $86.7 million to year ended December 31, 2015 and is not realizing any cash flow as it has not to date attained commercial operations in connection with its various patents and technology rights.

Since inception, Genoil has principally been a technology development company. Since 2005, commercialization efforts have been underway for Genoil's GHU®. Genoil is marketing its GHU® (and related engineering and design services) to refiners and producers of sour, heavy crude around the world. The Company believes that there is strong market potential for this technology. The commercialization of Genoil's Crystal units is Genoil's key short-term goal, while the GHU® represents the next phase in the Company's long-term growth.

The Company continues to focus its efforts on securing commercial applications for its heavy oil upgrading and oil-water separation technologies and exploring new avenues in energy related industries.

At the present time intensive efforts are being made in the Middle East, Africa, the Caribbean, Canada, and Asia to market the GHU Upgrader and Crystal Sea Bilge Cleaning Units for ports. Agents that are not performing are being changed and new agents are being signed up to accelerate our efforts to roll out the technologies. At the present time David K. Lifschultz, the CEO, is spending most of his time marketing these technologies in the Middle East and Africa, and much progress is being made.

Genoil is aggressively marketing its GHU Upgrader technology to those countries and companies that have substantial heavy oil reserves as "peak oil" in light oil already has arrived in our estimation, and a move developing and upgrading heavy oil is around the corner. The potential of this industry is greater when you calculate an estimated 900 billion barrels of world heavy oil reserves based on margins of say $30.00 per barrel than the Internet era that was only in the imagination twenty years ago.

The market potential for the GHU is 900 billion barrels of world heavy oil reserves. Presently, only nine million barrels a day of this oil is coming out of the ground, or 3.5 billion barrels a year. Oil is a hydrocarbon and it is composed of both hydrogen, which is the light element, and carbon which is the heavy element. When heavy oil burns, the process gives off excessive smoke due to the high percentage of the carbon element, which is environmentally unfriendly. Heavy oil is presently being burned for the most part without upgrading, as bunker fuel by ships on the seas and in certain countries that have not adopted stringent environmental standards. In addition, most of these heavy oil reserves contain sulphur which characterizes the oil as "sour", as that is how it "taste-tested" in ancient times.

Genoil is making presentations at the highest levels for both the Crystal units and GHU Upgraders to countries and companies in Asia, North and South America, Turkey, the Middle East, and Africa among others, so that it will be in a position to benefit during the transition to heavy oil, which it regards as occurring in the very near future. Planning has to be done well in advance to effectuate this change.

Also, there is greater urgency to do this as many of the light oil reserves are in precarious regions of the world which puts the world economy at risk, and we suggest the reader review the Energy Risk Conference Keynote Address by David K. Lifschultz, the CEO of Genoil, that can be found under technology at the genoil.ca website.

Genoil is pleased to announce that the USPTO has allowed a patent for the reactor of its sand decontamination process. The sand decontamination system has also been patented recently and the two patents form a valuable addition to the intellectual property of Genoil. The reactor plays a key role in the sand decontamination process and its features are designed to effectively remove oil from sand, separate oil from sand and water and recover the oil in the reactor for reuse. An innovative method is utilized for extracting oil from sand and removing the oil from the path of the sand.

Also novel is the formation of a blanket of sand of controlled thickness at the bottom of the reactor in order to minimize the carryover of contaminants between adjacent reactors. There is a significant reduction of the amount of water that is being transferred upstream by way of an entirely innovative approach in conveying sand from one reactor to the adjacent one. The reactor is designed to effectively operate at relatively low temperatures resulting in important savings in energy. The reactor also operates in conjunction with means for reducing oil and dissolved contaminants to very low levels in order to meet the most stringent environmental standards. Based on Genoil's previous experience with the sand washing system of Bear Trap, Alberta, the newly patented reactor and the original approach in sand decontamination should place the technology at the forefront of current efforts to clean and protect the environment.

C. Organizational structure.

David Lifschultz has headed Genoil as CEO since 2001. Since working for Genoil, David has not received any cash compensation nor has he sold any Genoil stock. Even while the stock was over $1.50 per share he did not sell any shares. No executives or board members of Genoil receive any cash compensation. They only receive shares and options or option equivalents.

The Company has been building its internal capabilities. Genoil currently has seven full time employees, thirty, part time employees and eleven contracted consultants and appointed representatives located in various offices. The principal offices are at – Two Hills AB, and New York, NY, Dubai UAE.

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 six subsidiaries: Genoil (USA) Inc., Velox Corporation, Hydrogen Solutions Inc., Genoil Technology International C.A., Crystal Clear Solutions Inc. (the "Subsidiaries") and Genoil Emirates. 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 Emirates has established its head office in Riyadh, 11321 Kingdom of Saudi Arabia. The address is Building B, Near Gulf Commercial Complex Olaya, P.O. Box: 230032. It also has a branch location at Khober DAMAM, Block 7 Office 32 Khober, Telephone: +96614633181 Facsimile: +96614664763.

D. Property, plant and equipment.

Human Resources and Facilities

The company has had significant personnel changes in 2015. Management has been aggressive at attract real talented individuals who are very experienced, knowledgeable and will assist Genoil in realizing its objectives in different markets.

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 International Financial Reporting Standards, and are presented in Canadian dollars unless otherwise indicated.

The Company adopted IFRS on January 1, 2011.

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, 2015, 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.

Acquisition

On November 29, 2010, Genoil announced that it had entered into an agreement to acquire 100% of the issued and outstanding common shares of Two Hills Environmental Inc. This acquisition conveys to Genoil surface title to 147 acres of land, together with certain subsurface mineral rights contained within 2,500 adjacent acres and access to 388,550 cubic meters of water to be derived yearly from the North Saskatchewan River. This water is critical to the development of local brine production, environmentally acceptable disposal of oil sands and oil well production waste. These multiple salt caverns could potentially be utilized for a variety of purposes including waste oil disposal, gas storage reservoirs and waste water disposal.

On February 14, 2011, Genoil advised that it had paid a cash deposit of $100,000, issued 2,500,000 common shares of Genoil to the former shareholder of Two Hills, issued 2,500,000 common shares of Genoil to a debtor and issued an option to purchase 250,000 common shares of Genoil, at market price to an agent as commission for structuring the acquisition.

In consideration of acquiring a 100% interest in Two Hills, the Corporation is required to pay a cash deposit of $100,000, issue 2,500,000 common shares of Genoil and also issue a warrant to purchase 250,000 common shares at market price upon closing to the former shareholder of Two Hills. To satisfy a debtor and litigant in the amount of $800,000 against Two Hills, Genoil will issue 2,500,000 common shares to that party.

The purchase price for the acquired common shares of Two Hills was arrived at through an arm's length negotiation process with the shareholder of Two Hills from whom such shares were purchased. This was further complemented by due diligence work conducted by Genoil which included, but was not limited to; (i) due diligence searches; (ii) review of the financial statements and records of Two Hills; (iii) interviews with Two Hills management; and (iv) review of the Two Hills minute book.

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 2016 using working capital and, to the extent required or desirable, through funds raised in the capital markets and short term loans.

The Company closed a shares-for-debt transaction on May 1, 2009 to satisfy amounts outstanding to certain creditors. A total of US$ 212,191.74 debt has been cancelled in exchange for an aggregate of 1,367,319 common shares and 564,302 warrants of the Company. Genoil granted certain of the creditors warrants which are exercisable at any time prior to 2 years after the date of issuance at a price of US $0.21, and granted other creditors warrants which are exercisable at any time prior to 2 years after the date of issuance at a price of US $0.20.

Genoil closed a private placement on May 6, 2009. The Corporation issued a total of 10,725,443 units, at a price of US$0.13 per unit, each unit consisting of one common share and one common share purchase warrant for total gross proceeds of US$1,394,308. These warrants are exercisable until two years following their issue date at a price of US$0.20. The common shares and warrants issued in connection with this private placement are subject to a four-month hold period pursuant to the rules of the TSX Venture Exchange and Canadian securities legislation.

In October 2009, the Company raised US$181,985 through a private placement, issuing 1,399,884 common shares at US$0.13 and 1,399,884 warrants with an exercise price of US$0.20 per common share and have a 2 year term. Proceeds of C$91,078 were allocated to share capital and C$99,278 was attributed to warrants and credited to contributed surplus. The value attributed to the warrants was calculated using the Black‑Scholes model with expected volatility of 120%, risk free rate of 1.3% and dividend yield nil over their expected life of 2 years.

The Company also did a shares‑for‑debt transactions issuing a total of 2,265,192 common shares at C$0.13. There were no warrants issued with the shares‑for‑debt transaction.

On June 22, 2010, Genoil announced that it closed a non-brokered private placement, pursuant to which it has issued an aggregate of 7,692,308 units at a price of US$0.13 per unit to raise aggregate gross proceeds of US$1 million. Each unit is comprised of one common share in the capital of Genoil, and one Share purchase warrant exercisable for two years following the date of issue at an exercise price of US$0.18. The terms of the other previously announced private placement on May 25 ^th 2010 was not approved by the TSX Venture Exchange.

On November 3, 2010, Genoil agreed to the extension of the term of an aggregate $1,544,543.82 principal amount of convertible notes and an aggregate 1,136,442 common share purchase warrants which were previously issued. The Notes and Warrants were originally issued to a group of four investors in October, 2008 which included Lifschultz Enterprises Co., LLC, Sidney B. Lifschultz 1992 Family Trust and David K. Lifschultz, having a conversion price equal to $0.27 in respect of the Notes, and an exercise price of $0.41 in respect of the Warrants. The Notes and Warrants had an original term expiring on October 6, 2009, which had been amended and extended to October 6, 2010, and will be further amended and extended to October 6, 2011. The Notes and Warrants will remain substantially unamended in all other respects. In the absence of such extension the Notes would be overdue and payable immediately upon demand. The Company is currently negotiating to renew or extend the Series E notes, which matured October 6, 2011, for an additional year .

On April 6, 2011, Genoil announced that it had closed a non-brokered private placement, pursuant to which it issued an aggregate of 1,550,000 units at a price of US$0.20 per unit to raise aggregate gross proceeds of US$310,000. Each unit is comprised of one common share and one share purchase warrant exercisable for two years following the date of issue at an exercise price of US$0.20.

In June 2011, the Company issued promissory notes in the amount of C$346,018. The promissory notes are unsecured and bear interest at 8% per annum. The notes are due on December 31, 2011.

In 2011, the Company completed three shares-for-debt transactions. In the first transaction, the Company issued 747,714 shares at $0.20 and allocated $149,543 to share capital. For the second transaction, the Company issued 7,067,089 shares at $0.10 and 3,000,000 warrants at with an exercise price of $0.11; $706,709 was allocated to share capital and an estimated fair value on the warrants of $270,379 was credited to contributed surplus. The third transaction issued 557,255 common shares at $0.115 and allocated $64,084 to share capital.

During November 2011, the Company completed a private placement for US$514,321 at US$0.10 per common shares, issuing 5,143,207 common shares with an attached warrant exercisable at US$0.10 with a five year term. $188,401 was allocated to share capital and the estimated $350,041 fair value of warrants was credited to contributed surplus.

In September 2012, a shares for debt transaction was completed. The Company issued 10,300,460 common shares at a fair market value of $0.08 per share and allocated $824,037 to share capital.

In March 2014 the Company issued 3,042,668 shares of common stock at $0.015 CAD per share for total gross proceeds of $45,650, and granted 3,042,668 warrants with a strike price of $0.05 CAD in connection with the share issuance.

In March 2014 the Company issued 21,100,000 shares of common stock at a price of $0.015 USD per share to settle $316,500 in debt as part of shares for debt settlement agreements with various parties for consulting services performed.

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 2011, the Company spent $174,737 for the construction of a Crystal Sea unit that is to be tested in Alberta. An additional $23,059 was spent on a second Crystal Sea unit in Alberta.

D. Trend information.

Currently Genoil has no sales inventory or production.

E. Off-Balance Sheet Arrangements.

Genoil has no off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations.

	Payments due by period
	Total		< 1 year		1 - 3 years		4-5 years		> 5 years
Operating lease obligations		-		-		-		-		-
Pymt to SBK Commercial Business Group		900,000		150,000		600,000		150,000		-
Convertible notes		2,186,012		2,186,012		-
		3,086,012		2,336,012		600,000		150,000		-

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.

David K. Lifschultz* Larchmont, New York	Chief Executive Officer of Genoil Inc. from 2002 to present.	23-Nov-45	25-Feb-02	85,514,696 22.47%

Chairman and CEO	Chairman of the board of directors of Genoil Inc. from 2002 to present.

Bruce S. Abbott New york, NY Director	President and Director	27-Sep-76	10-Oct-13	6,000,000 1.57%

Timothy Bojar New York, NY USA Director	Director since November 22, 2012	19-Dec-75	22-Nov-12	Nil

Bengt Koch Director Morbylanga, Sweden	Partner of Merchant Venture Investments	29-Oct-37	10-Oct-03	184,620

Slobodan Puhalac Director Banja Luka, Bosnia-Herzogovina	Director of Gas in Bosnia	11-Nov-41	16-Jul-13	Nil

(*) 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, 2015.

B. Compensation.

Name and Office Held	Compensation paid		Options granted	Exercise price	Expiration date
David Lifschultz	$	-
Chairman & CEO
Tim Bojar	$	-	-
Director
Bengt Koch	$	-	-
Director
Slobodan Puhalac	$	-	-
Director
	$	-	-

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, 2015, Genoil's Board of Directors consisted of Messrs. David Lifschultz, Tim Bojar, Bruce Abbott, Bengt Koch and Slobodan Puhalac. Of the Board, Messrs. Koch, Bojar and Puhalac are "independent". Mr. David Lifschultz is not independent as he is the Chairman and Chief Executive Officer of the Corporation. Bruce Abbottis not considered to be independent as he is the President. Tim Bojar was appointed to the board as well as its audit committee on November 22, 2012. Bengt Koch was appointed to the Board as well as the audit committee on October 10, 2013.

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 Tim Bojar, Bengt Koch 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 consists of Bruce Abbott and Tim Bojar. 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.

Genoil has no labour unions and no temporary staff.

E. Share ownership.

There were 419,675,672 Common Shares issued and outstanding as of December 31, 2015 (2014 – 405,351,502). 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."

Item 7.

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 8.

Major Shareholders and Related Party Transactions

A. Major shareholders.

The following table sets forth information as of April 30, 2016, 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, 2013, 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 381,208,834 Common Shares issued and outstanding.

Class of Share		Identity of Person or Group		Number of Shares Beneficially Owned				Percentage of Share Stock Beneficially Owned
Common Shares		David K. Lifschultz			85,514,696				22.4	%

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 3,798,213 Common Shares over which he exercises control as a trustee and through corporations that he controls, 22,100,000 stock options, no warrants and 2,160,595 shares convertible from notes that he currently holds. Mr. Lifschultz is a resident in New York.

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.

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.

	December 31 2015			December 31 2014

Due from related parties	$	430,302		$	262,494
Due to related parties		(126,025	)		(83,235	)
	$	304,277		$	179,259

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 9.

Financial Information

A. Consolidated statements and other financial information.

Please see "Item 3 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 3 (q) Financial Statements".

Item 10.

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 Venture Exchange (Cdn $)				Price per share on OTC Bulletin Board (US $)
Year	High		Low		High		Low

Fiscal year ended December 31, 2011	$	0.30	$	0.07	$	0.31	$	0.07
Fiscal year ended December 31, 2012	$	0.11	$	0.05	$	0.14	$	0.05
Fiscal year ended December 31, 2013					$	0.06	$	0.01
Fiscal year ended December 31, 2014					$	0.09	$	0.01
Fiscal year ended December 31, 2015					$	0.07	$	0.01

Quarter	High	Low	High		Low

Fiscal year ended December 31, 2014
First Quarter			$	0.03	$	0.01
Second Quarter			$	0.08	$	0.01
Third Quarter			$	0.05	$	0.02
Fourth Quarter			$	0.08	$	0.01

Fiscal year ended December 31, 2015
First Quarter			$	0.07	$	0.02
Second Quarter			$	0.05	$	0.02
Third Quarter			$	0.04	$	0.01
Fourth Quarter			$	0.05	$	0.02

Most Recent Six Months	High	Low	High		Low

October 2015			$	0.05	$	0.02
November 2015			$	0.05	$	0.03
December 2015			$	0.04	$	0.02
January 2016			$	0.06	$	0.02
February 2016			$	0.08	$	0.04
March 2016			$	0.09	$	0.04

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 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 11.

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.

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:

2014

2015

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 six subsidiaries; Genoil (USA) Inc., Velox Corporation, Hydrogen Solutions Inc., Crystal Clear Solutions Ltd., Genoil Technology International C.A. and Genoil Emirates Genoil owns 100% of Genoil (USA) Inc., Hydrogen Solutions Inc, Crystal Clear Solutions Ltd., Genoil Technology International C.A, and Genoil Emirates. None of these aforementioned subsidiaries has any material assets. Genoil owns 50.1% of Velox Corporation. Genoil (USA) Inc., incorporated in the United States, is owned 100% by Genoil.

Genoil has formed a new corporation in the Middle East with SBK. Commercial Business Group in the United Arab Emirates. The corporation is named "Genoil Emirates".

The Genoil Emirates joint venture between Genoil and SBK Commercial Business Group has enormous promise. Genoil Emirates has established its head office in Riyadh, 11321 Kingdome of Saudi Arabia.

Item 12.

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 13.

Description of Securities Other than Equity Securities

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

PART II

Item 14.

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 15.

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 16.

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, 2015 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 consolidated financial statements for external purposes in accordance International Financial Reporting Standards ("IFRS")

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

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 IFRS, 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, 2015 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, 2013 consolidated financial statements.

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

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 17.

[Reserved ]

Not applicable.

Item A

Audit Committee Financial Expert

The board of directors has determined that Tim Bojar qualifies as a financial expert. He is an independent director for this purpose.

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 that year.

Item C

Audit Fees

Pinaki & Associates LLC has served as the Corporation's auditors from 2014 onwards. The following table summarizes the aggregate fees for professional audit services and other services rendered by Pinaki & Associates LLC in the past two years.

In Canadian dollars

	2015	2014

Audit Fees	$8,000	$8,000
Audit-Related Fees	-	-
Tax	-	-
All Other Fees	-	-


Total	$8,000	$8,000

Audit Fees

Audit fees include fees for professional services rendered in connection with the audit of Genoil's annual financial statements 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 .

Item F Change in registrant's Certifying Accountant

Not applicable.

PART III

Item 18.

Financial Statements

The Consolidated Financial Statements for years ended December 31, 2015 and 2014 attached as Exhibit 19(a).

Item 19.

Financial Statements

The registrant has elected to provide financial statements using International Financial Reporting Standards for the 2015 and 2014 year end.

Item 20.

Exhibits

(a) The Consolidated Financial Statements for the year ended December 31, 2015.

(b) Exhibits

Exhibit Number		Description
1.1*		Articles of Incorporation of Genoil Inc. dated April 1, 1996

1.2* 1.3***		Articles of Amendment of Genoil Inc. dated June 27, 1996 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.

2.7 */		$1,227,355.84 Convertible Promissory Notes Dated October 6, 2009 with Lifschultz Enterprises Co., LLC, Sidney B. Lifschultz 1992 Family Trust, David K. Lifschultz and Bruce Abbott
2.8 *//		Convertible Promissory Notes Dated October 6, 2011 with Lifschultz Enterprises Co, LLC, Sidney B. Lifschultz 1992 Family Trust, David K Lifschultz and Bruce Abbott

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 Pinaki & Associates LLC

* 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.

*/ This exhibit was filed with Genoil's 2009 Form 20-F.

*// This exhibit is filed with Genoil's 2012 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 December 7, 2015.

GENOIL INC .

By:		/s/ David K. Lifschultz

		David K. Lifschultz Chief Executive Officer

TABLE OF CONTENTS

Part I Item 1. Identity Of Directors, Senior Management and Advisers Item 2. Offer Statistics and Expected Timetable Item 3. Key Information Item 4. Genoil's Information Item 4A. Unresolved Staff Comments Item 5. Operating and Financial Review and Prospects Item 6. Directors, Senior Management and Employees Item 8. Major Shareholders and Related Party Transactions Item 9. Financial Information Item 10. The Offer and Listing Item 11. Additional Information Item 12. Quantitative and Qualitative Disclosures About Market Risk Item 13. Description Of Securities Other Than Equity Securities Part II Item 14. Defaults, Dividends Arrearages and Delinquencies Item 15. Material Modifications To The Rights Of Security Holders and Use Of Proceeds Item 16. Controls and Procedures Item 17. [reserved ]Item A Audit Committee Financial Expert Item B Code Of Ethics Item C Audit Fees Item D Exemptions From The Listing Standards For Audit Committees Item E Purchases Of Equity Securities By The Issuer and Affiliated Purchasers Item F Change in Registrant's Certifying Accountant Part III Item 18. Financial Statements Item 19. Financial Statements Item 20. Exhibits

GNOLF 20-F Report ended Dec. 31, 2015