FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

Genoil Inc.

640, 101 — 6 Ave SW, Calgary, Alberta, Canada T2P 3P4
(Address of principal executive officer)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F þ		Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-   .

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Genoil Inc.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL POSITION

The following Management’s Discussion and Analysis (MD&A) of financial results as provided by the management of Genoil Inc. (“Genoil” or the “Company/Corporation”) should be read in conjunction with the unaudited interim consolidated financial statements and selected notes for the nine months ended September 30, 2004 and 2003 and the audited financial statements and MD&A of Genoil Inc. for the year ended December 31, 2003. This commentary is based upon information available to October 28, 2004.

BUSINESS OF THE CORPORATION

Genoil is primarily involved in the development and commercial applications of its proprietary heavy oil upgrading technology – the “Genoil Hydroconversion Upgrader” or “GHU”. The pilot upgrader has progressed through the development stage and the costs of commercialization are being expensed. During the quarter ending September 30, 2004, the Company continued 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, while raising capital by way of capital stock private placements and short-term loans to fund its near term operations.

On June 24, 2004, Genoil announced that a contract was signed with Silver Eagle Refining-Woods Cross Inc., near Salt Lake City, Utah for the implementation of the first commercial GHU. The GHU will process up to 1,200 barrels per day of low grade atmospheric and vacuum distillate bottoms and convert them into higher value, lighter distillates and transportation fuels. The two companies will share in the incremental revenues generated. Genoil will participate in the net revenues generated by the GHU at varying percentages, both before and after payout. The project will be partially funded by Silver Eagle. Preliminary total cost estimates for the project are in the range of $10 — $15 million US. Genoil proposes to fund its portion of capital costs through short-term borrowings, which the Company anticipates will be replaced by project financing..

Genoil believes that its technology for oil refining, specifically, the GHU has the potential, in conjunction with other forms of domestically produced energy, to assist the Western World in achieving energy independence from Middle Eastern oil producers.

Other proprietary technologies include tank de-sanding, 3-phase oil/water separation, sludge removal system and tar sands/bitumen extraction. None of the technologies are currently generating significant revenue.

The Company has been advised that the application for listing its securities on the NASDAQ OTC exchange has been approved and expects to be trading there shortly.

CASH USED IN OPERATIONS AND LOSS FOR THE PERIOD

Genoil’s operations used $549,885 of cash for the three months ended September 30, 2004, down from the $565,925 consumed in the same period of 2003. In comparison to

the second quarter of 2004, cash usage increased $293,833. For the nine months ended September 30, 2004, cash used was $1,515,643, compared to $1,819,549 for the same period of the prior year.

Cash Used in Operations

For the three months ended September 30, 2004, the loss from operations was $2,971,395, compared to $2,179,229 for the same period in 2003. During the third quarter of 2004, an accounting estimate made in the second quarter of 2004 relating to prior periods’ compensation of directors and senior officers in the amount of $1,110,000 was reversed. Loss for the third quarter of 2003 was restated to reflect the first quarter 2004 retroactive adoption of CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments” (resulting in an increase to the loss of $379,441). The period over period increase in loss is primarily due to non-cash charges for options, warrants and stock-based compensation. Compared to the second quarter loss of $2,692,609, this quarter’s figure increased by 10%. For the nine months ended September 30, 2004, the loss was $7,514,264, compared to $3,999,049 for the same period of the prior year.

During the third quarter, Genoil set aside its active pursuit of the production of hydrogen from water (the Gravitational Electrolysis process) and consequently wrote-off unamortized costs of $1,972,912. This technology has not been abandoned by the Company as the National Research Council of Canada has demonstrated interest in the concept and is reviewing funding possibilities. Due to increasing uncertainty of funding and the need to focus on upgrader operations, the Company recorded a write-down of its investment in the technology in the 3rd quarter.

Loss for the quarter was $2,971,395 compared to 2003’s corresponding quarter’s loss of $2,179,229. Loss for the second quarter of 2004 was $2,692,609.

EXPENSES

For the three months ended September 30, 2004, expenses totalled$2,971,395, compared to $2,179,229 in the same quarter of 2003.

Pilot Upgrader ($000s)

The nine-month increase in expenses over 2003 is reflective of the activity taking place regarding the US refinery retrofit and the development of a catalyst.

Administrative Costs ($)

INTEREST EXPENSE

Genoil recorded $64,935 of interest expense for the three months ended September 30, 2004 compared to $59,540 charged in the same period of 2003. Interest expense for the second quarter of 2004 was $62,979. Interest is charged at a rate of 9% per annum on the note payable and is calculated based upon the aggregate of principal plus accrued interest outstanding.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense for the three months ended September 30, 2004 totalled $160,028 compared to $217,233 expensed in the third quarter of 2003 and $232,237 expensed in the second quarter of 2004. The Company’s assets are depreciated or amortized on a declining balance method at rates varying between 10% and 20% per annum. During the third quarter of 2004, Genoil wrote-off unamortized technology rights costs for its Gravitational Electroysis process of $1,972,912. This resulted in the lower depreciation and amortization charge during the third quarter.

The Corporation regularly reviews the valuation and amortization of the patents and technology rights and has concluded that the amortization charges cover any other impairment in the value of its investments that may have occurred.

Depreciation and Amortization Costs ($000s)

OPTIONS AND WARRANTS

Genoil estimates the fair value of stock options and its warrant issued using the Black-Scholes method based on no dividend yield, 3% risk-free interest rate and 100% volatility. The fair value is expensed over the vesting period.

The expense related to the options issued was $479,945 for the third quarter and $1,474,310 for the nine month period ended.

The Corporation granted a debtholder a warrant to acquire 9,000,000 common shares at $0.20 per share prior to November 14, 2006 and 1,000,000 common shares at $0.50 per share prior to November 14, 2006. A related expense of $233,870 was recorded in the third quarter and $736,718 for the nine months ended.

CAPITAL EXPENDITURES

Capital expenditures during the third quarter were $176,379, compared to $79,196 in 2003. During the second quarter of 2004, the Company invested $123,474 in capital items. Genoil capitalizes expenditures only when they are of a tangible nature or they relate to the acquisition of new technologies.

Genoil issued 1,650,000 common shares valued at $241,700 as consideration, for the worldwide right to market a cyclonic separation technology.

LIQUIDITY AND CAPITAL RESOURCES

The Company used $549,885 ($0.003 per share) of cash in its operations during the third quarter 2004 (2003 – a use of $565,925 or $0.004 per share). The Company 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 short-term loans. In that regard it has entered into arrangements with a director and an officer to provide $900,000 for near term cash requirements.

At September 30, 2004, the Corporation had a working capital deficiency of $5,121,092, which includes $2,959,332 relating to a note payable and $1,366,567 due to related parties. The related parties have indicated they will not demand payment in the near term.

To preserve cash, the Corporation enters into a “shares for debt” exchange with its creditors willing to accept such arrangement. No specific number of shares have been reserved for the “shares for debt” program, but each transaction is in accordance with Policy 4.3 – Shares for Debt of the TSX Venture Exchange.

RISKS AND UNCERTAINTIES

To date the Corporation has not achieved commercial operations from its various patents and technology rights. At September 30, 2004 the Company has a working capital deficiency of $5,121,092, including a note payable coming due in January 2005. The future of the Company is dependent upon its ability to maintain the continued financial support of the note holder and obtain additional financing to fund the development of commercial operations.

Genoil has not earned profits to date and there is no assurance that it will earn profits in the future, or that profitability, if achieved, will be sustained. The commercialization of the Company’s technologies requires financial resources and there is no assurance that capital infusions or future revenues will be sufficient to generate the funds required to continue Genoil’s business development and marketing activities. If Genoil does not have sufficient capital to fund its operations, it may be required to forego certain business opportunities or discontinue operations entirely.

ACCOUNTING CHANGES

Pursuant to an amended accounting pronouncement for stock-based compensation, the Company changed its accounting for options granted to employees, officers and directors in 2002 and 2003 under the stock option from the intrinsic method to the fair value method. Application of the fair value method results in recognition of compensation expense in the statement of losses (previously provided as note disclosure) with a corresponding amount to contributed surplus. The new method has been applied retroactively with restatement of the 2003 financial statements.

RELATED PARTY TRANSACTIONS

See note 9 to the consolidated financial statements.

OUTLOOK

The Company believes that progress towards commercialization of its technologies will allow it to raise the capital necessary to emerge from its historical financial predicament and attain profitable operations. The commercialization of Genoil’s GHU represents a key stage in the Company’s growth and will be a turning point in its history. Until now, Genoil has principally been a development company, but with the advent of the US refinery contract, commercialization has begun for one of Genoil’s most important technologies. Genoil intends to market its GHUs at other refinery locations throughout the world. There are approximately 13 million barrels per day of refinery bottoms that have the potential to be upgraded to lighter products using the GHU process. Genoil believes that the GHU can have a substantial positive impact on the shortage of transportation fuels being experienced worldwide and assist the Western World in gaining energy independence from Middle Eastern oil producers.

READER ADVISORY

Statements in this document may contain forward-looking information. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond control of the Company. The reader is cautioned not to place undue reliance on this forward-looking information.

Consolidated Financial Statements of

GENOIL INC.

Three and nine-month periods ended September 30, 2004

GENOIL INC.
Consolidated Balance Sheets

See accompanying notes to consolidated financial statements.

GENOIL INC.
Unaudited Consolidated Statements of Loss

Unaudited Consolidated Statements of Deficit

See accompanying notes to consolidated financial statements.

GENOIL INC.
Unaudited Consolidated Statement of Cash Flows

See accompanying notes to consolidated financial statements.

GENOIL INC.
Unaudited Notes to Consolidated Financial Statements

Three and nine-month periods ended September 30, 2004

General:

GENOIL INC.
Unaudited Notes to Consolidated Financial Statements, Page 2

Three and nine-month periods ended September 30, 2004

GENOIL INC.
Unaudited Notes to Consolidated Financial Statements, Page 3

Three and nine-month periods ended September 30, 2004

In April 2004 the Company issued 10,642,820 units at $0.14 per unit. Each unit consisted of one common share and three-tenths of one non-transferable share purchase warrant. Each full warrant entitles the holder to purchase one additional common share at a price of $0.15 for a period of two years. $1,233,590 of the proceeds received on the issue of units was allocated to common shares and $256,000 of the proceeds received on the issue was allocated to warrants to purchase common shares. Directors of the Company purchased 947,967 units and a company controlled by a director and officer of the Company purchased 455,625 units.

GENOIL INC.
Unaudited Notes to Consolidated Financial Statements, page 4

Three and nine-month periods ended September 30, 2004

GENOIL INC.
Unaudited Notes to Consolidated Financial Statements, page 5

Three and nine-month periods ended September 30, 2004

GENOIL INC.
Unaudited Notes to Consolidated Financial Statements, page 6

Three and nine-month periods ended September 30, 2004

FORM 52-109FT2

CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD

I, David Lifschultz, as Chief Executive Officer of Genoil Inc. certify that:

Date: October 28, 2004

FORM 52-109FT2

CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD

I, Thomas F. Bugg, as Chief Operating Officer of Genoil Inc. certify that:

Date: October 28, 2004