Classic Davey-a day late and a dollar short. All while he drivel's away as if to satisfy any claim to legitimacy. He's evidently long forgotten his fiduciary responsibility as a CEO. In name only.
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934 Release No. 91374 / March 19, 2021
Admin. Proc. File No. 3-19661
In the Matter of
GENOIL, INC., and SAMEX MINING CORP.
ORDER DISCHARGING ORDER TO SHOW CAUSE AND DIRECTING PREHEARING CONFERENCE AS TO GENOIL, INC.
The Securities and Exchange Commission (“Commission”) issued an Order Instituting Proceedings (“OIP”) on January 15, 2020, pursuant to Section 12(j) of the Securities Exchange Act of 1934, against respondent Genoil, Inc.1
On January 29, 2021, the Division of Enforcement filed the Declaration of Gina Joyce, which stated that, pursuant to Commission Rule of Practice 141(a)(2)(ii), service was made on Genoil, Inc., on December 18, 2020. As stated in the OIP, Genoil’s answer was required to be filed within ten days of service of the OIP.2 Genoil failed to file an answer and was ordered to show cause why it should not be deemed to be in default and the registration of its securities revoked.3
Genoil, Inc., Exchange Act Release No. 87979, 2020 WL 260279 (Jan. 15, 2020). The OIP also instituted proceedings against Samex Mining Corp. The Commission’s February 22, 2021ordertoshowcauseremainsineffectastoSamex. SeeGenoil,Inc.,ExchangeActRelease No. 91179, 2021 WL 706194 (Feb. 22, 2021).
1
2 3
Rules of Practice 151(a), 160(b), 220(b), 17 C.F.R. §§ 201.151(a), .160(b), .220(b). Genoil, 2021 WL 706194, at *2.
2
On March 1, 2021, a representative of Genoil sent an e-mail to the apfilings@sec.gov inbox that we construe as its answer to the OIP and response to the show cause order.4 The email states that Commission staff informed Genoil that the OIP would be dismissed if Genoil became current in its delinquent Form 20-F filings. According to the company, it has now done so.
Under the circumstances, it is appropriate to discharge the show cause order as to Genoil.5 Genoil will not be held in default at this time. We direct Genoil and the Division of Enforcement to conduct a prehearing conference by April 2, 2021.6 Following the conference, the parties shall file a statement with the Office of the Secretary advising the Commission of any agreements reached at the conference. If a prehearing conference is not held, a statement shall be filed with the Secretary advising the Commission of that fact and of the efforts made to meet and confer. In either case, the statement shall be filed no later than April 16, 2021. If Genoil fails to participate in the prehearing conference as directed by this order, it may be deemed to be in default and the proceeding may be determined against it, and its securities may be revoked.7
The parties’ attention is called to the Commission’s March 18, 2020 order regarding the filing and service of papers, which provides that pending further order of the Commission parties to the extent possible shall submit all filings electronically at apfilings@sec.gov.8 Also, the
We note that Genoil subsequently sent numerous additional e-mail communications to the apfilings@sec.gov inbox. Genoil is reminded that, as indicated in the OIP, all filings must comply with the Commission’s Rules of Practice. But Genoil’s emails, which are extremely lengthy and address various extraneous matters, do not appear to comply in form or substance with those rules. See generally Edward M. Daspin, Exchange Act Release No. 10813, 2020 WL 4463315, at *7 n.60 (Aug. 3, 2020) (collecting cases for the proposition that the Commission may reject filings that do not comply with the Rules of Practice).
Rule of Practice 221, 17 C.F.R. § 201.221; see also Genoil, 2020 WL 260279, at *2 (providing that the parties shall conduct a prehearing conference pursuant to Rule 221 within 14 days after service of Genoil’s answer).
Rules of Practice 155(a), 221(f), 17 C.F.R. §§ 201.221; see also Genoil, 2020 WL 260279, at *2 (“If Respondent[] . . . fail to appear at a hearing or conference after being duly notified, [it] may be deemed in default and the proceedings may be determined against [it]
. .. .”).
4
In the email that we construe as its answer, Genoil also requested that the proceeding be
5
dismissed. The Commission will rule on Genoil’s motion to dismiss at a later time.
6
7
Pending Administrative Proceedings, Exchange Act Release No. 88415, 2020 WL
8
1322001 (Mar. 18, 2020), https://www.sec.gov/litigation/opinions/2020/33-10767.pdf.
3
Commission’s Rules of Practice were recently amended to include new e-filing requirements, which take effect on April 12, 2021.9
For the Commission, by the Office of the General Counsel, pursuant to delegated authority.
Vanessa A. Countryman Secretary
Amendments to the Commission’s Rules of Practice, 85 Fed. Reg. 86,464, 86,474 (Dec. 30, 2020); see also Amendments to the Commission’s Rules of Practice, Exchange Act Release No. 90442, 2020 WL 7013370 (Nov. 17, 2020); Instructions for Electronic Filing and Service of Documents in SEC Administrative Proceedings and Technical Specifications, https://www.sec.gov/efapdocs/instructions.pdf. The amendments also impose other obligations on parties to administrative proceedings such as a new redaction and omission of sensitive personal information requirement. Amendments to the Commission’s Rules of Practice, 85 Fed. Reg. at 86,465–81.
9
https://www.sec.gov/litigation/opinions/2021/34-91374.pdf