Annual and Transition Report (foreign Private Issuer) (20-f)

OMB APPROVAL

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

OMB Number: 3235-0288

Expires: October 31, 2022

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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

OR

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

	For the fiscal years ended December 31, 2021, 2020 and 2019

OR

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

OR

☐	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 to

Commission file number

Genoil Inc.

(Exact name of Registrant as specified in its charter)

Genoil Inc.

(Translation of Registrant’s name into English)

Canada

(Jurisdiction of incorporation or organization)

One Rockefeller Center

11th Floor

New York, NY 10020

(Address of principal executive offices)

David Lifschultz, Tel 212-688-8868, e-mail –

david@lifschultzorganization.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act. None

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

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 quoted on the OTC Markets Quotation System.


(Title of Class)
SEC 1852 (05-21)	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.

(Title of Class)

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

None.

(Title of Class)

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: 640,633,029 as of December 31, 2021, 596,178,029 as of December 31, 2020 and 547,303,029 as of December 31, 2019.

Preferred shares: (zero) as of December 31, 2021.

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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

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

Large accelerated filer	☐	Non-accelerated filer	☒
Accelerated filer	☐	Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAPX	☒	International Financial Reporting Standards as issued	☐	Other	☐
		by the International Accounting Standards Board

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.	3

Item 2.	Offer Statistics and Expected Timetable.	3

Item 3.	Key Information.	3

Item 4.	Genoil’s Information.	4

Item 5.	Operating and Financial Review and Prospects.	13

Item 6.	Directors, Senior Management and Employees.	15

Item 7.	Major Shareholders and Related Party Transactions.	20

Item 8.	Financial Information.	21

Item 9.	The Offer and Listing.	21

Item 10.	Additional Information.	23

	Directors’ Conflicts of Interest	23
	Borrowing Powers.	23
	Directors.	24
	Rights Attached to Shares.	24
	Alteration of the Rights of Shareholders.	24
	Shareholders’ Meetings.	24
	U.S. Holder of Common Shares.	26
	Canadian Federal Income Tax Consequences.	27
	United States Federal Income Tax Consequences.	27

Item 11.	Quantitative and Qualitative Disclosures About Market Risk.	29

Item 12.	Description of Securities Other than Equity Securities.	29

Item 13.	Defaults, Dividends Arrearages and Delinquencies.	30

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds.	30

Item 15.	Controls and Procedures.	30

Item 16.	[Reserved]	31

	Item A Audit Committee Financial Expert	31
	Item B Code of Ethics.	31
	Item C Audit Fees.	31
	Item I Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	32

Item 17.	Financial Statements.	33

Item 19.	Exhibits.	33

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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. [Reserved]

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.

The ability of the Company to continue as a going concern is dependent on commercializing its technologies, achieving profitable operations and obtaining the necessary financing in order to develop these technologies further. The outcome of these matters cannot be predicted at this time. The Company 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, to fund its research and development activities and to ensure the realization of its assets and discharge of its liabilities. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate sufficient funds for future operations.

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.

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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 contractors may terminate their engagements.

Skilled and educated professionals are a fundamental component of the development of intellectual property. If these key contractors terminate their engagements 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.

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Genoil has issued common share purchase warrants, options, price appreciation certificates(PACs) and convertible debt, the conversion and/or exercise of which would have a dilutive effect on its earnings per share.

As of December 31, 2021, the following potentially dilutive instruments were outstanding:

Warrants	150,543,138
Options	57,890,000
PACs	550,400,000
Notes	471,176,400
	1,230,009,538
Shares o/s	640,633,029
Pot'l Dil'n	192	%

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. Genoil issues Common Shares 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.

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 technology 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.

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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.

Climate Disclosures

It is presently undetermined how climate change may affect Genoil’s business affairs.

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

One Rockefeller Center

11th Floor

New York, NY 10020

and its phone number is 212-688-8868.

Recent History

2021

On June 30, 2021, the Company signed an agreement with the Ras Madrakah Petroleum Industry Company and Beijing Petrochemical Engineering Company, a subsidiary of Yanchang Petroleum International Limited to develop a greenfield Genoil Upgrading refinery with a capacity of 200,000 barrels per day in the Port of Duqm in the Sultanate of Oman. Estimated to cost approximately $2.4 billion USD, the project will utilize the Genoil Upgrading Technology “GHU” Process. Genoil will license its proprietary technology, process design package, training, and advisory services, as well as proprietary catalyst and equipment supply.

On August 31, 2021, the Company made a proposal to the Russian Government to build new pipelines to Asia, which would enable all Russian natural gas and oil currently produced and supplied to the EU to be diverted to markets in China. This proposal shields Russia from German and EU threats relating to the Ukraine and sanctions relating to the EU Carbon tax.

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On October 27, 2021, the Company signed an agreement with the nephew of King Salman to develop a greenfield Genoil Upgrader with a capacity of 600,000 barrels per day in the Kingdom of Saudi Arabia. This complex will be one of the largest refining or upgrading complexes in the world. Genoil estimates the project to cost approximately $5 billion USD, the project will exclusively be utilizing Genoil’s Upgrading Technology “GHU” Process. Genoil will license its proprietary technology, process design package, training, and advisory services, as well as proprietary catalyst and equipment supply.

During the first quarter of 2021, the Company sold a total of 7,450,000 shares of common stock (and warrants) in private placements for total proceeds of $73,500.

During the first quarter of 2021, the Company issued a total of 1,300,000 shares of common stock as compensation for services. The fair value of the shares issued (at dates of issuance) totaled $26,000.

During the second quarter of 2021, the Company sold a total of 14,635,000 shares of common stock (and warrants) in private placements for total proceeds of $146,350.

During the third quarter of 2021, the Company sold a total of 11,550,000 shares of common stock (and warrants) in private placements for total proceeds of $115,500.

During the third quarter of 2021, the Company issued a total of 2,300,000 shares of common stock as compensation for services. The fair value of the shares issued (at dates of issuance) totaled $23,000.

During the fourth quarter of 2021, the Company sold a total of 6,380,000 shares of common stock (and warrants) in private placements for total proceeds of $63,900.

During the fourth quarter of 2021, the Company issued a total of 840,000 shares of common stock as compensation for services. The fair value of the shares issued (at dates of issuance) totaled $8,400.

During the second quarter of 2021, the Company granted a total of 6,560,000 warrants to certain investors as deemed dividends.

During the third quarter of 2021, the Company granted a total of 500,000 warrants to certain investors as deemed dividends.

During the fourth quarter of 2021, the Company granted a total of 1,926,666 warrants to certain investors as deemed dividends.

2020

Genoil grew its engineering team with the addition of Senior Vice President of Engineering and Projects, Mr. Slavko Scepanovic, who over his 30 year career has gained valuable experience, project management and finance, raising over a billion dollars for energy projects. He was the deputy director of Optima Group, since 2008. Slavko, an expert in financing projects, worked with Zarubezhneft to create the Optima division raising in excess of a billion dollars for them. He has worked on many oil and gas projects in the Russian Federation as well. He conducted technical feasibility studies to determine conditions of financing and to provide funding for those projects.

John I. Novak has returned as a special advisor to Genoil. John has more than 25 years of technical and senior management experience within satellite communications at GM Hughes Electronics. Mr. Novak served as Chief Business Strategist of Hughes, where he was responsible for identifying and developing new business campaigns. He is regularly advising Genoil’s top management and is an integral part of new business development in Europe. He is responsible for introducing Genoil to Munich Capital Partners who in turn introduced Genoil to two refineries in Germany. The parties are in discussions with Genoil to develop a refining project utilizing the Genoil GHU technology.

Leslie Vanderpool has also joined Genoil’s advisory board. Leslie has extensive contacts in the financial world. She will assist Genoil in introducing Genoil to large funds, assist in business development and public relations. Leslie also knows many bankers, industrialists and oil drillers. She will use many of her contacts to generate interest in Genoil.

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JR Owens joined Genoil as Vice President and Chief Operating Officer of Genoil USA focusing on North America. JR is President of Cat Bottoms Fuel FS INC. ‘J.R.’ has more than thirty-four years of oil industry experience as a consultant, global sourcing advisor, loss control specialist, terminal manager and trader.

Viscount (Lord) Torrington joined Genoil as an advisory board member. He graduated as a geologist from Oxford University in 1964 and after ten years in the mining industry, largely in Southern Africa with Anglo American Corporation and Lonrho, he became CEO of the Attock Oil Company (later Anvil Petroleum), subsequently serving as Chairman of Expro North Sea, a major UK-based international service company.

Lord Torrington also served on the House of Lords European Communities Energy Committee, chairing it from 1984 to 1987. He is currently a non-executive Director of Lansdowne Oil & Gas PLC and involved in wildlife charities in Africa. Mr. Torrington’s career has involved technical, administrative and financial roles in the worldwide natural resources industries and contact or negotiation with financial institutions and governments on all continents.

On July 7, 2020, the Company agreed to satisfy a total of $3,875,000 then owed to David Lifschultz and Bruce Abbott through (1) Company reduction of a total of $1,676,984 of the Company’s receivable balances from David Lifschultz and Bruce Abbott and (2) Company issuance of new convertible debentures totaling $2,198,016 to David Lifschultz ($1,099,008) and Bruce Abbott ($1,099,008).

Beginning on October 1, 2020, the Company agreed to reimburse David Lifschultz and Bruce Abbott for out-of-pocket expenses that they incurred on behalf of the company for occupancy and related costs. The amount is €10,780, or approximately $12,800 per month and is split evenly between David Lifschultz and Bruce Abbott. For the year ended December 31, 2020, the total amount was $38,459.

During the first quarter of 2020, the Company sold a total of 20,950,000 shares of common stock (and warrants) in private placements for total proceeds of $209,480.

During the first quarter of 2020, the Company issued a total of 3,375,000 shares of common stock as compensation for services. The fair value of the shares issued (at dates of issuance) totaled $69,750.

During the second quarter of 2020, the Company sold a total of 8,550,000 shares of common stock (and warrants) in private placements for total proceeds of $85,490.

During the second quarter of 2020, the Company issued a total of 150,000 shares of common stock as compensation for services. The fair value of the shares issued (at dates of issuance) totaled $1,500.

During the third quarter of 2020, the Company sold a total of 7,950,000 shares of common stock (and warrants) in private placements for total proceeds of $75,500.

During the third quarter of 2020, the Company issued a total of 2,800,000 shares of common stock as compensation for services. The fair value of the shares issued (at dates of issuance) totaled $120,000

During the fourth quarter of 2020, the Company sold a total of 5,100,000 shares of common stock (and warrants) in private placements for total proceeds of $50,990.

2019

On June 12, 2019, the Company announced that Lic. José E. García Torres, Legal Representative of the company Genoil Inc. and Dr. Fernando Castrejón Vacio, Director of Product Technology of the Instituto Mexicano del Petroleo “IMP”, met to sign a Memorandum of Understanding, which seeks to establish guidelines for cooperation between Genoil and the IMP to jointly team up to develop business opportunities in matters of improvement of heavy and extra-heavy oils in Mexico. The interest of this Memorandum includes the joint search for business opportunity, as well as the development of potential investments in service projects, the scaling of products, provision of technological services, consulting and specialized advice, promotion of investment, specialized training and marketing in everything related to the Processing of Heavy Crude Oil, as well as for the process of Hydrotreating. Also present for the signing ceremony was Dr. Jorge Ancheyta Juárez, Product Manager for the Transformation of Crude of IMP and Genoil engineer Mario Alberto Carreón Rascón.

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On July 3, 2019, the Company signed an advisory fee agreement with Tuimaada-Neft, which is a leading oil and gas company in Russia with an estimated 850 million tons of oil equivalent. This agreement builds from our previous LOI that was signed in the fourth quarter 2017. Genoil will advise and possibly have a significant role in these development projects, which will include EPC (engineering, procurement and construction), equity and debt financing, oil field services, as well as oil field operations and natural gas development.

On October 7, 2019, the Company announced that the largest bank in China and the largest bank in the world by total assets, deposits, loans, number of customers and number of employees has been formally retained. They have been working for the past several months to bring strategic investors and finance for development the massive Velikoye oil field in Russia.

On October 10, 2019, the Company announced that Andrey Sergeev is joining Genoil Inc. (the “Company”), through its United States subsidiary, as Chief Geologist. Mr. Sergeev is a highly experienced geologist whose worldwide career has led him to be well-regarded by his peers throughout the industry.

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 formed a 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.

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.

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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.

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%.

Oil/Water Separation

The Genoil Water Treatment Department has 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 acquisition of 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.

Revenues from Product Sales

The majority of Genoil’s products continue to be at the commercialization stage and have not recently produced revenues.

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 utilizes independent contractors to provide engineering and other services for projects as needed. The operational sites are at – Two Hills AB, and New York, NY.

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.

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 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.

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Sales, Marketing and Distribution

Genoil intends to market its products and license its GHU technology throughout the world’s oil refining and production industry

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 quoted on the Over the Counter (OTC) Markets Quotation System and as such, the Corporation is subject to the OTC listing requirements.

Plan of Operation

The Company does not expect to generate significant revenue or cash flow from its technologies or services for the 2022 year, and possibly beyond.

The Company expects revenue and cash flow to be generated in staged phases following the execution of definitive agreements.

Genoil 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 $95.4 million to year ended December 31, 2021 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. In the recent past, 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 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, Mexico, Canada, Russia 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.

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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.

Genoil has announced 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.

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. No executives or board members of Genoil receive any cash compensation. They receive only shares and options or Price Appreciation Certificates.

The Company has been building its internal capabilities. Genoil utilizes independent contractors to provide engineering and other services for projects as needed. The operational sites are at – Two Hills AB and New York, NY.

The company seeks to work through commission agents who will receive compensation only when revenues are generated.

Some consultants and 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 the following subsidiaries:

	·	Genoil USA Inc., incorporated in Delaware, United States, which is a wholly owned subsidiary of Genoil.
	·	Genoil Emirates LLC, 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 Genoil. As of December 31, 2021, Emirates LLC had not yet commenced operations and holds no assets.
	·	Two Hills Environmental Inc. incorporated in Canada and registered in Alberta, which is a wholly owned subsidiary of Genoil. Two Hills was formed to enter into the oilfield waste disposal industry by capitalizing upon its current undeveloped asset base. The asset base comprises a site under which three salt caverns have been formed in the Lotsberg Formation beneath the earth’s surface. Such caverns are used in the oilfield disposal industry as a destination for oilfield wastes.

D. Property, plant and equipment.

Human Resources and Facilities

The Company has been building its internal capabilities. Genoil utilizes independent contractors to provide engineering and other services for projects as needed. The operational sites are at –Two Hills, Alberta and New York, NY. The Company seeks to work through commission agents who will receive compensation when revenues are generated. Management has been aggressive in attracting 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.

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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 accounting principles generally accepted in the United States of America (“GAAP”), audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), and are presented in US dollars unless otherwise indicated.

Genoil is actively involved in the marketing, development and commercial applications of its proprietary technologies.

To December 31, 2021, 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

No recent acquisitions.

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 2022 using working capital and, to the extent required or desirable, through funds raised in the capital markets and short term loans.

During the first quarter of 2021, the Company sold a total of 7,450,000 shares of common stock (and warrants) in private placements for total proceeds of $73,500.

During the first quarter of 2021, the Company issued a total of 1,300,000 shares of common stock as compensation for services. The fair value of the shares issued (at dates of issuance) totaled $26,000.

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