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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 Form 40-F
  o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
 or
 þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2007
  
 InterOil Corporation
  Yukon Territory, Canada
  1311
    
    Not Applicable(Primary Standard Industrial Classification Code)
    
    (I.R.S. Employer Identification Number)
 Level 1
60-92 Cook Street
Cairns, QLD 4870, Australia
Telephone Number: +61 (7) 4046-4600
  CT Corporation Systems
111 Eighth Avenue
New York, New York 10011
Telephone Number: (212) 894-8940
   Copy to:
 Mark Laurie
InterOil Corporation
25025 I-45 North, Suite 420
The Woodlands, Texas 77380
(281) 292-1800
  Title of each class
    
    Name of each exchange on which registeredCommon Shares
    
    American Stock ExchangeToronto Stock Exchange
 None
 None
  þ Annual Information Form
    
    þ Audited Annual Financial Statements
  o   þ
 þ o




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PRINCIPAL DOCUMENTS
 Report
 A.
    
    Annual Information Form
 Company
 B.
    
    Audited Annual Financial Statements
  C.
    
    Managements Discussion and Analysis
 MD&A
 EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
   2




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MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING
 Responsibility
  Inherent limitations
  Assessment
 Internal Controls  Integrated Framework.
  
    
    Account reconciliations at the Downstream business unitWe did not design or maintain effective controls related to the implementation of the financial
reporting system at the Downstream business unit. Specifically, we did not maintain effective
internal control to provide reasonable assurance that balance sheet accounts, including accounts
receivable, were appropriately valued and reconciled on a timely basis.
    
    Foreign currency translationWe did not design or maintain effective controls over the period end financial reporting process.
Specifically, we did not maintain effective internal control to provide accuracy relating to the
translation of long-term inter-company loan to a self sustaining foreign subsidiary into the
Companys presentation currency.
  .
 
    
    Report of the registered public accounting firmThe effectiveness of the Companys internal control over financial reporting as of December 31,
2007 has been audited by PricewaterhouseCoopers, an independent registered public accounting firm,
as stated in their report included in this Annual Report on Form 40F.
 3




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REMEDIATION OF MATERIAL WEAKNESSES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  
    
    During 2007, management identified un-reconciled account balances in the Downstream business due
to the integration of the financial reporting system of the newly acquired business with the
existing business. During 2008 management has continued the 2007 enhancements and oversight over
the internal control over financial reporting of the Downstream business. These efforts include
additional monitoring of controls over the downstream business, enhancing the related account
reconciliation process, and additional staff training in Papua New Guinea. Management expects to
continue the enhancement of the internal control over financial reporting by hiring additional
accounting resources to assist in these efforts and also increase the technical accounting skills
within the company. In addition, during the course of our financial statement audit, management
recorded an audit adjustment related to foreign currency translation and has identified the
continued need to enhance internal control over the period end financial reporting process. In 2008
we have begun the process to evaluate current financial accounting resources to determine the needs
for additional capacity and skill sets and, or if current resources should be supplemented by
additional third party accounting advisory services. Management has begun to enhance controls
surrounding period end financial reporting and specifically in relation to foreign currency
translations.
  CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
     4




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AUDIT COMMITTEE
  CODE OF ETHICS AND BUSINESS CONDUCT
 http://www.interoil.com
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees.
 Audit-Related Fees.
 5




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Tax Fees.
 All Other Fees.
 Pre-Approval.
 OFF BALANCE SHEET ARRANGEMENTS
  CONTRACTUAL OBLIGATIONS
  AMEX CORPORATE GOVERNANCE
 AMEX
 Shareholder Meeting Quorum Requirement.
 Proxy Delivery Requirement.
 6




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UNDERTAKINGS
  CONSENT TO SERVICE PROCESS
  7




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SIGNATURES
  INTEROIL CORPORATION/s/ Phil E. MulacekPhil E. MulacekChairman of the Board andChief Executive Officer




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EXHIBIT INDEX
  EXHIBITNUMBER
    
    DESCRIPTION1.
    
    Annual Information Form for the year ended December 31, 2007.2.
    
    Audited annual consolidated financial statements for the
year ended December 31, 2007, including a reconciliation to
United States generally accepted accounting procedures.3.
    
    Managements Discussion and Analysis for the year ended
December 31, 2007.4.
    
    Consent of PricewaterhouseCoopers LLP dated March 28, 2008.5.
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934.6.
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934.7.
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act
of 1934 and Section 1350 of Chapter 63 of Title 18 of the
United States Code.8.
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act
of 1934 and Section 1350 of Chapter 63 of Title 18 of the
United States Code.