UNITED STATES SECURITIES AND EXCHANGE COMMISSION  Washington, D.C.  20549  FORM
10-K   [X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended November 30, 2008  [ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
__________________ to __________________  Commission File Number: 000-49817  GENOSYS, INC. (Exact Name of Registrant as specified in
its Charter)   Utah
87-0671592(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification
No.)  280 W. Riverpark Drive, Provo, UT
84604 (Address of Principal Executive Offices)  Registrants Telephone Number, including
area code:  (801) 623-4751  Securities Registered pursuant to Section
12(b) of the Act:  None  Securities Registered pursuant to Section
12(g) of the Act:  Common Stock, par value $0.001 per share (Title of Class)  Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  [
  ]     No  [ X ]  Indicate by check mark if the Registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
   Yes  [   ]    No  [X]  Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act 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  [ X ]   No
  [   ]  Indicate by check mark if disclosure of delinquent filers
pursuant to item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part IV of this Form 10-K or
any amendment to this Form 10-K. [   ]   1    Indicate by
check mark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company: Large accelerated
filer       [   ]
Accelerated filed
                    [ 
 ]Non-accelerated
filer         [ 
 ]
Smaller reporting
company    [X]  Indicate by check mark whether the Registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes   [   ]
    No  [ X ]  Aggregate Market Value of Non-Voting
Common Stock Held by Non-Affiliates  State the aggregate market value of the
voting and non-voting common stock held by non-affiliates computed by reference
to the price at which the common stock was last sold, or the average bid and
asked price of such common stock, as of the last business day of the
Registrants most recently completed second quarter.  The market value of the voting and
non-voting common stock presently held by non-affiliates is $2,847,024, based on
14,984,336 shares held by non-affiliates.  These shares were valued at the
last trade of the Registrants common stock on the OTCBB on March 12, 2009, of
$0.19 per share.  Applicable Only to Registrants Involved
in Bankruptcy Proceedings During the Preceding Five Years  Not applicable.  Outstanding Shares  As of March 12, 2009, the Registrant had
47,666,774 shares of common stock outstanding.  Documents Incorporated by
Reference  See Part IV, Item
15.   2     Form 10-K  GeNOsys, Inc.  INDEX PART I  Item 1.
 Business 4  Item 1A.
 Risk Factors 12  Item 2.
 Properties 12  Item 3.
 Legal Proceedings 13  Item 4.
 Submission of Matters to a Vote of Security Holders 13  PART II  Item 5.
 Market for Registrants Common Equity, Related Stockholder Matters and  Issuer
Purchases of Equity Securities 14  Item 6.
 Selected Financial Data 17  Item 7.  Managements Discussion
and Analysis of Financial Condition and Results of
Operations 18  Item 7A.
 Quantitative and Qualitative Disclosures About Market Risk 22  Item 8.
 Financial Statements and Supplementary Data 23  Item 9.  Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosures 39  Item 9A(T).
 Controls and Procedures 39  Item 9B.
  Other Information 40  PART III  Item 10.
 Directors, Executive Officers and Corporate Governance 41  Item 11.
 Executive Compensation 44  Item 12.  Security Ownership of
Certain Beneficial Owners and Management And
Related Stockholder Matters 47  Item 13.
 Certain Relationships and Related Transactions, and Director
Independence 50  Item 14.
 Principal Accountant Fees and Services 50  PART IV  Item 15.
 Exhibits and Financial Statement Schedules  52  3     Forward-Looking Statements  When used in this Annual
Report on Form 10-K, the words or phrases would be, will allow, intends
to, will likely result, are expected to, will continue, is anticipated,
estimate, project or similar expressions are intended to identify
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.  Forward-looking statements specifically
include, but are not limited to, our expectations regarding strategic business
initiatives, our intentions to defend our intellectual property rights, continue
our research and development, seek regulatory approvals and plans regarding
sales and marketing.  We caution readers not to
place undue reliance on the forward-looking statements, which speak only as of
the date of this Annual Report, are based on certain assumptions and
expectations which may or may not be valid or actually occur and which involve
various risks and uncertainties, including but not limited to competitive
products and pricing, difficulties in product development, commercialization and
technology, changes in the regulation of healthcare products, a failure to
timely obtain Food and Drug Administration (FDA) or other necessary approvals
to sell future products and other risk described elsewhere herein.  If and
when product sales commence, sales may not reach the levels anticipated.
 As a result, our actual results for future periods could differ materially
from those anticipated or projected.  All forward-looking statements
reflect our present expectation of future events and are subject to a number of
important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.  Unless otherwise required
by applicable law, we do not undertake, and specifically disclaim any
obligation, to update any forward-looking statements to reflect occurrences,
developments, unanticipated events or circumstances after the date of such
statement.     PART I     Item 1.  Business.  Business Development  References to our
Company, our, we, us and words of similar import refer to GeNOsys, Inc.
(GeNOsys), a Utah corporation, formerly known as The Autoline Group, Inc.,
and our wholly-owned subsidiary, GeNOsys, Inc., a Nevada corporation (GeNOsys
Nevada), as applicable.  Our current operations are conducted through
GeNOsys.  GeNOsys, Inc. (GeNOsys
Nevada) was incorporated under the laws of the State of Nevada on June 30,
2005.  The Company was organized for the purpose of developing and
commercializing a method to produce medical grade nitric oxide gas on demand at
a significantly reduced price.  On August 18, 2005, GeNOsys
Nevada entered into a Merger Agreement with The Autoline Group, Inc.
(Autoline), a Utah corporation incorporated June 29, 2001, and publicly traded
on the over-the-counter bulletin board market (OTCBB), whereby the
shareholders exchanged 100 percent of their equity interest on a 1 for 1 basis
for comparable equity securities of Autoline.  The legal capital structure
of the business combination has GeNOsys Nevada being the wholly owned subsidiary
of Autoline.  As the business combination is accounted for as a reverse
takeover, GeNOsys Nevada is deemed to be the acquirer of Autoline.  Upon
the closing of the Merger Agreement, the name of the Company was changed to
GeNOsys, Inc. (GeNOsys), and the Companys trading symbol on the OTCBB
changed to GNYS.  Description of the Business  We are a medical research
and development company specializing in pharmaceutical, bio-technical and
medical gas generating systems.  The primary gas our systems will generate
is medical grade nitric oxide, along with other various combinations of
beneficial medical gases suitable for the treatment of human diseases.  4      Non-medical grade nitric
oxide gas is produced and sold commercially by major gas companies as a
specialty gas mixture and calibration gas.  Nitrogen dioxide is present in
all nitric oxide gas currently produced.  Its presence limits the size of
the dose of nitric oxide gas that can be administered for prospective uses in
both humans and animals.  We have developed a
proprietary compound formulation that will be utilized to produce medical grade
nitric oxide gas in our desktop and portable generators.  Management
believes that with the further refinement of our proprietary formulation, we can
make or filter medical grade nitric oxide gas with minimal amounts of nitrogen
dioxide, and that this process can produce medical grade nitric oxide gas in
ample quantities for any current or prospective use and at a price substantially
less than that of all currently available technologies.  Our current generator
models are capable of delivering sufficient quantities of nitric oxide gas for
individual laboratory desktop use. We are continuing to further develop our
generators and our proprietary compound formulation for high production
quantities and consistency.  The product must have a known shelf life and
be available in various configurations to produce known concentrations and
volumes of gas.  Packaging is another critical developmental process that
we are addressing. Management plans to rely on outside contractors to achieve
these objectives.  We estimate that
non-clinical laboratory sales could take place earlier than United States Food
and Drug Administration (FDA) approval. Management anticipates that selling
our desktop generator earlier into the market as laboratory equipment will pave
the way for sales of our medical generators and proprietary tablets, but
expected financial contributions from non-medical generator and tablet sales
will not be sufficient to fund the substantial costs of the FDA approval process
for human medical uses.  We expect that contributions from laboratory sales
will be able to cover all or part of our manufacturing and set-up costs and
contribute to our overall profitability in due time, but believe that we will
also require additional funding, which we are currently working to secure.  All human medical uses of
nitric oxide gas require FDA approval prior to initiating sales in the United
States, and the approval of similar international agencies in their respective
countries.  Approval can be a long and expensive process, with no assurance
that any such approval can or will ever be obtained.  Management hopes to
reduce the time for regulatory approval by certain strategic approaches that are
proprietary.  Our objectives are to
establish GeNOsys (generated nitric oxide systems) as the premier nitric oxide
generating pharmaceutical company and to:  · manufacture and sell medical grade
nitric oxide generators and tablets for use in the relief of human diseases;  · offer value added services such as
custom generators adapted for the treatment of various diseases;  · hire staff both currently identified
and unidentified to implement our business model; and  · obtain FDA approval of our generating
systems.  Principal Products or
Services and Their Markets  Our principal products are
our patented nitric oxide gas generators and our proprietary nitric oxide
producing tablet medium.  It is our objective to be the major world
supplier of medical grade nitric oxide gas to end users, in both the domestic
and international markets.  We will target the
treatment of tuberculosis (TB) as our initial market.  There are a number
of factors which entered into this decision.   5     · TB has high visibility and priority
with the World Health Organization (WHO) and other international
organizations · New drugs are needed to combat the
growing worldwide health threat TB presents, particularly multi-drug
 resistant TB (MDR-TB) and extensively drug-resistant TB (XDR-TB). · WHO has funding with which to conduct
human clinical trials, relieving us of much of the cost burden for those
trials · Data obtained from treatment of TB
can be utilized in a submission to the FDA for approval · TB patients often are concurrently
infected with other diseases.  Treating TB patients will provide valuable
data on the effectiveness of nitric oxide for additional applications · Successful completion of clinical
trials with WHO will provide an immediate market for our products  The 2010 market for all
anti-TB drugs is projected by The Global Alliance for TB Drug Development (The
TB Alliance) to be between $612 million and $670 million with the potential
market for a new anti-TB drug estimated to be between $316 million and $345
million. The TB market provides a number of significant advantages as the
initial target market.  WHO and The TB Alliance have made the development
of a new anti-TB drug one of their highest priorities in order to halt the world
health threat posed by TB, particularly MDR-TB and XDR-TB.  The TB Alliance
has a diverse donor base comprising private foundations and enterprises,
governments and multilateral donors.  Major contributors include the Bill
& Melinda Gates Foundation, the Rockefeller Foundation, Irish Aid, the UK
Department of International Development, the Netherlands Ministry of Foreign
Affairs, and the United States Agency for International Development.  The current treatment
regimen adopted by The TB Alliance and WHO is the directly observed treatment,
short-course (DOTS).  Utilizing this treatment method, patients are
brought into hospitals and clinics for two weeks, during which time medical
personnel directly observe the patient taking the prescribed medications.
 To incentivize patients to enter the DOTS treatment program, they are paid
while at the clinic or hospital and, upon leaving, are provided additional money
and food.  However, DOTS is cumbersome and labor intensive, particularly
because currently available anti-TB drugs require a minimum treatment of 6
months.  Many patients experience unpleasant side effects which are common
with patients on antibiotic regiments, such as digestive problems and diarrhea,
and adherence with the relatively long course of treatment is poor.  Such
non-adherence commonly leads to treatment failure and the development of drug
resistance.  Recognizing the limitations
and problems of the DOTS program, WHO and The TB Alliance will incentivize and
make available funding to organizations which can develop new anti-TB drugs,
particularly new drugs that offer at least one of these three improvements over
DOTS:.  1. Shorten the total duration of
effective treatment and/or significantly reduce the total number of doses needed
to be taken under DOTS supervision. 2. Improve the treatment of MDR-TB,
which cannot be treated with current anti-TB drugs, and/or 3. Provide a more effective treatment of
latent TB infection, which is essential for eliminating TB.  It is the belief of
management that our nitric oxide treatment method will meet all three of the
above criteria.  WHO has clinics currently
available at which human trials can be conducted.  If approved, WHO and The
TB Alliance will fund and provide personnel for those clinical trials.
 Partnering with these organizations not only reduces the cost to us of
such trials but, with the support of these organizations, the time to market of
a successful new anti-TB drug can be significantly shortened.  Approval of
the project for clinical trials will enable us to begin generating revenue in
tandem with the trials, as the tabletop (GeNOx-B) and portable (GeNOx-P)
nitric oxide generators and the nitric oxide producing tablets used in the
trials would be purchased by WHO and The TB Alliance for those trials.  We
would provide personnel to oversee the testing and compile the clinical data.
Anticipating successful results from these clinical trials, we project to begin
generating revenue from the TB market in 2010.  This provides a much
shorter time to revenue than were another application selected.  In
addition, it is anticipated that WHO and The TB Alliance will become the
distribution channel for this new anti-TB drug, significantly reducing the cost
of our having to establishing an expensive sales force and distribution channel.  6      Approval of the project for
clinical trials will enable the Company to begin generating revenue in tandem
with the trials, as we expect that GeNOx-B and GeNOx-P nitric oxide generators
and the nitric oxide producing tablets used in the trials would be purchased by
WHO and The TB Alliance for those trials.  While TB will be the
initial market targeted for the aforementioned reasons, nitric oxide is not a
single indication or single market drug.  Nitric oxide has antifungal,
antiviral and antibacterial properties, and recently many research laboratories
have begun research and development programs where nitric oxide gas is an
integral part of the development of new drugs.  To date, research and
subsequent treatment regimens have been held hostage by the high cost of
cylinder medical grade nitric oxide gas.  We believe that the availability
of on-site and on-demand production of our low cost medical grade nitric oxide
gas will result in a revolution in treatment of both common and lethal diseases.
 Preliminary research in a number of diseases, wound care, and other
applications has had positive results and show promise for new treatment methods
utilizing medical grade nitric oxide gas.  Our business plan
includes a multi-track process of FDA and ISO 13485:2003 approvals. Data
generated from the clinical trials conducted under the supervision of The TB
Alliance and WHO will be conducted under protocols which conform to FDA
requirements and will then be used in the our multi-track process of submitting
and obtaining such FDA and ISO 13485:2003 approvals.  We believe that WHO
and The TB Alliance will provide their advisory and consulting expertise in
assisting us in obtaining such approvals.  Our patented GeNOsys Nitric
Oxide System is unique in its ability to produce medical grade nitric oxide gas
on site and on demand.  The compressed cylinder gas method currently used
to administer nitric oxide gas is expensive, charged at the rate of $125 per
hour, up to a maximum of $12,000 per month per patient.  The compressed gas
cylinders are heavy, hard to transport and store, and dangerous.  In
addition, once used, they must be stored prior to being shipped back to be
re-filled.  Freight and storage costs are burdensome.  The most
significant problem, however, is the cost currently charged in the US for
medical grade nitric oxide gas.  As a result, research has been minimal for
a medical gas that has potential to treat a wide range of diseases.  In order to further shorten
the time line to positive cash flow and to lessen the cash demand, laboratory
sales of generating devices will commence as soon as possible.  We believe
that less stringent regulatory demands make this an attractive method of
infiltration into the research community.  As sales increase in the
laboratory market, new uses for the gas generator will be spawned as well as new
applications and dose ranges for other diseases that may be unknown at this
time.  This new knowledge can be used to our advantage in customizing and
updating generators for these new markets.  Distribution Methods of
the Products or Services  In the United States, the
FDA restricts sales of drugs that do not meet their approval.  Our strategy
will be to use the data generated from the TB clinical trials to obtain FDA
approval.  After FDA approval, we will choose appropriate distributors who
have complimentary lines of products.  Because of the nature of the FDA
approval process, there can be no assurance as to the actual timing or success
of the product commercialization.  Market strategy is linked
to the key users of our products during clinical trials.  Early innovators
will be sought to use our products in trials.  The early innovators are the
best word of mouth advertisers in the medical community. We intend to secure the
services of several key individuals who may be specifically helpful in advancing
our sales and marketing opportunities.  Management anticipates that
the non-medical laboratory use of the generator will create direct to customer
contacts and create interest within the nitric oxide market to gain interest in
our products by demonstration and use. Management plans to engage a distributor
to handle our marketing and distribution when appropriate.   7     Competitive
Business Conditions  We are entering the medical
device and therapy business.  Although competitive, there are certain
protections allowed an FDA approved drug.  When approval is given, by
default, other competitors are excluded because of the high costs of obtaining
the approval as well as the futility of duplicating the same drug application,
as investment in the same drug would be unprofitable duplication.  Patents
also inhibit competition.  Patents held on our generators, coupled with
lower production costs of medical grade nitric oxide gas, may inhibit
competitors from entry into the market.  Regardless, we expect that
all of our products under development will face intense competition from
existing and future products marketed by large companies, including our
generators and our proprietary compound formulation of tablets utilized to
produce medical grade nitric oxide gas.  For risks associated with patent
rights and other proprietary rights, see the Risk Factor, We Face Intense
Competition in the Markets Targeted by Our Products; Most All of Our
Competitors Have Substantially Greater Resources than We Do and Have Been in
Business Longer Than We Have; and We Expect That All of Our Products
Candidates under Development Will Face Intense Competition from Existing or
Future Drugs or Applications, Many of Which May Rely on Nitric Oxide as a
Primary Source, below, under the caption RISK FACTORS.  Nitric oxide is
sold commercially by most major gas companies as a specialty gas mixture and
calibration gas.  Most of these gases are not medical use gases. The major
competitors in this industry are Praxair (Union Carbide), Airgas, Air Liquide
(Liquid Air), AGA (Europe), British Oxygen and Mattheson Gas.  Extensive research is
currently being done by numerous pharmaceutical companies, colleges and
universities on various treatments utilizing nitric oxide gas.  Over 80,000
articles have been published on various nitric oxide experiments and another
4,000 to 5,000 are being published yearly.  Findings of these studies will
only increase the current competition in this field for medical uses of nitric
oxide.  Sources and Availability
of Raw Materials and Names of Principal Suppliers  The chemical substances
that make up our proprietary compound formulation of tablets that will be
utilized to produce nitric oxide gas in our generators are common substances
that are available from a number of sources.  Dependence on One or a
Few Major Customers  It is not presently
anticipated that we will be dependent upon one or a few major customers for our
success or for the sale of our products.  We believe the markets for nitric
oxide gas are wide and varied and will continue to grow.  If our technology
is successful in producing low cost nitric oxide gas for non-medical use and for
use in the treatment of human diseases and maladies as outlined above,
management believes that the use of nitric oxide gas will increase
substantially.  Patents, Trademarks,
Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts  We have
and have succeeded to the following rights with respect to our products:  · Nitric Oxide Gas Generator, Canadian
Patent Application, Serial Number 2,413,834, Filed December 10, 2002;  · Nitric Oxide Gas Generator, U. S.
Patent Application, Serial No. 10/733,805, Filed December 10, 2003; Allowed,
January 29, 2007;  · Medical Gas Generator, U. S. Design
Application, Serial No. 29/204,287, Filed April 27, 2004; and  · Medical Gas Generator, Canadian
Design Registration, Patent No. 104685, Issued November 23, 2004;   8     Management
intends to continue filing patent applications or other applications that may
protect our proprietary compound formulation of tablets that will be utilized to
produce nitric oxide gas in our generators as the need arises. Following further
development of our generators and proprietary compound formulation, we
anticipate filing additional patent applications in the United States, Canada
and other foreign countries, as appropriate.  Need for Governmental
Approval of Principal Products or Services  One of our corporate
strategies is to produce nitric oxide gas for use in the treatment of human
diseases and maladies. Those applications will require FDA approval, which
approval process may be expected to take many years; approval is never assured,
and the process is very time consuming and costly. We do not presently have the
funds available for these purposes, and no assurance can be given that we will
be able to raise the required funding for these planned applications of our
products.  The following is a brief
summary of applicable governmental regulations to which we may be subject in our
planned business operations that relate to the use of our products in the
treatment of humans.  Regulation by governmental
authorities in the United States and other countries is a significant factor
affecting the timing required for the commercialization of our generators and
our nitric oxide tablet product.  Human use of either will require
regulatory approval by governmental agencies prior to commercialization.
 Various laws and regulations govern or influence the research and
development, manufacturing, safety, labeling, storage, record keeping and
marketing of our products.  The lengthy process of seeking and obtaining
these approvals, and the subsequent compliance with applicable laws and
regulations require the expenditure of substantial resources.  Any failure
to obtain or maintain, or any delay in obtaining or maintaining, regulatory
approvals could materially adversely affect our business.  Our policy will
be to conduct our research and development activities in compliance with current
FDA guidelines, and with comparable guidelines in other countries where we may
be conducting clinical trials or other developmental activities.  Clinical testing,
manufacturing and marketing of human pharmaceutical products requires prior
approval from the FDA and comparable agencies in foreign countries.  This
process can be both lengthy and costly and the results are uncertain.  The
FDA has established mandatory procedures and safety and efficacy standards that
apply to the testing, manufacture and marketing of such products in the United
States.  In the United States, these procedures include pre-clinical
studies, request for designation, FDA registration, the filing of an
Investigational New Drug Application (IND) or equivalent, human clinical
trials and approval of a New Drug Application (NDA).  The results of
pre-clinical testing, which include laboratory evaluation of product chemistry
and animal studies to assess the potential safety and efficacy of the product
and its formulations, must be submitted to the FDA as part of an IND that must
be reviewed before clinical testing can begin.  Clinical trials generally
involve a three-phase process:  · Phase I trials are conducted in
volunteers or patients to determine the early side effect profile and, perhaps,
the pattern of drug absorption, distribution and metabolism;  · Phase II trials are conducted in
groups of patients with a specific disease in order to determine appropriate
doses and dose regimens, expand evidence of the safety profile and, perhaps,
determine preliminary efficacy; and;  · Phase III trials are large scale,
comparative trials that are conducted on patients with a target disease in order
to generate enough data to provide the statistical proof of efficacy and safety
required by national regulatory agencies.  The results of the
preclinical and clinical testing are then submitted to the FDA in the form of an
NDA for approval to commence commercial sales.  The FDA may, in responding
to an NDA, grant marketing approval, request additional information or deny the
approval if it determines that the NDA does not provide an adequate basis  9     for approval. Among the
conditions for an NDA approval is the requirement that the prospective
manufacturers quality control and manufacturing procedures conform, on an
ongoing basis with current Good Manufacturing Practices (cGMP). In complying
with cGMP, we must continue to expend time, money and effort in the areas of
production and quality control to ensure full compliance, or we must engage the
services of outside contractors who are well versed in compliance with these
requirements.  Following approval of the NDA, we are subject to periodic
inspections by the FDA.  Any determination by the FDA of manufacturing
deficiencies could materially adversely affect our business.  It is not presently
anticipated that we will be manufacturing our generators or our nitric oxide
tablet; we intend to develop our products through testing and then to contract
the manufacture, sale or license of those products.  European countries
generally follow the same regulatory approval procedures.  The European
Union has established a unified filing system administered by the Committee for
Proprietary Medicinal Products (CPMP) designed to reduce the administrative
burden of processing applications for pharmaceutical products derived from new
technologies.  Following CPMP review and approval, marketing applications
are submitted to member countries for final approval and pricing approval, as
appropriate.  In addition to obtaining regulatory approval of products, it
is generally necessary to obtain regulatory approval of the facility in which
the product will be manufactured.  The approval process for medical devices
in Europe is similar but is administered by private certification organizations
known as Notified Bodies, which are accredited by each member state of the
European Union.  The receipt of regulatory approvals often takes a number
of years, involves the expenditure of substantial resources and depends on a
number of factors, including the severity of the disease in question, the
availability of alternative treatments and the risks and benefits demonstrated
in clinical trials.  On occasion, regulatory authorities may require larger
or additional studies, leading to unanticipated delay or expense.  There
can be no assurance that any approval will be granted to us, and, even if
granted, such approval may be withdrawn if compliance with regulatory standards
is not maintained.  In addition, the regulatory approval processes for
products in the U.S., European countries and other countries around the world
is undergoing or may undergo changes, and we cannot predict what effect any
changes in the regulatory approval process may have on our business.  In addition to the
foregoing, our present and future business may be subject to various laws and
regulations relating to safe working conditions, clinical, laboratory and
manufacturing practices, the experimental use of animals and the use and disposal of hazardous or potentially
hazardous substances, including radioactive compounds and infectious disease
agents, used in connection with our research, as well as national restrictions
on technology transfer, and import, export and customs regulations and similar
laws and regulations in foreign countries.  Effect of Existing or
Probable Governmental Regulations on Business  The following regulations
are applicable to us:  Sarbanes-Oxley
Act  On July 30, 2002, President
Bush signed into law the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act).
 The Sarbanes-Oxley Act imposes a wide variety of new regulatory
requirements on publicly-held companies and their insiders.  Many of these
requirements will affect us.  For example:  · Our chief executive officer and chief
financial officer must now certify the accuracy of all of our periodic reports
that contain financial statements;  · Our periodic reports must disclose
our conclusions about the effectiveness of our disclosure controls and
procedures, and;  · We may not make any loan to any
director or executive officer and we may not materially modify any existing
loans.   10     The
Sarbanes-Oxley Act has required us to review our current procedures and policies
to determine whether they comply with the Sarbanes-Oxley Act and the new
regulations promulgated thereunder.  We will continue to monitor our
compliance with all future regulations that are adopted under the Sarbanes-Oxley
Act and will take whatever actions are necessary to ensure that we are in
compliance.  Penny Stock  Our common stock is penny
stock as defined in Rule 3a51-1 of the Securities and Exchange Commission.
 Penny stocks are stocks:  · with a price of less than five
dollars per share;  · that are not traded on a recognized
national exchange;  · whose prices are not quoted on the
NASDAQ automated quotation system; or  · issued by an issuer with net tangible
assets less than $2,000,000, if the issuer has been in continuous operation for
at least three years or $5,000,000, if in continuous operation for less than
three years, or with average revenues of less than $6,000,000 for the last three
years.  Section 15(g) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 15g-2
of the Securities and Exchange Commission promulgated thereunder require
broker/dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before making any transaction in a
penny stock for the investors account. You are urged to obtain and read this
disclosure carefully before purchasing any of our shares.  Rule 15g-9 of the
Securities and Exchange Commission requires broker/dealers in penny stocks to
approve the account of any investor for transactions in these stocks before
selling any penny stock to that investor.  This procedure requires the
broker/dealer to:  · obtain information about the
investors financial situation, investment experience and investment goals;  · reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor and
that the investor can evaluate the risks of penny stock transactions;  · provide the investor with a written
statement setting forth the basis on which the broker/dealer made his or her
determination; and  · receive a signed and dated copy of
the statement from the investor, confirming that it accurately reflects the
investors financial situation, investment experience and investment goals.  Compliance with these
requirements may make it harder for our stockholders to resell their shares.  Reporting
Obligations  Section 14(a) of the
Exchange Act requires all companies with securities registered pursuant to
Section 12(g) of the Exchange Act to comply with the rules and regulations of
the Securities and Exchange Commission regarding proxy solicitations, as
outlined in Regulation 14A.  Matters submitted to our stockholders at a
special or annual meeting thereof or pursuant to a written consent will require
us to provide our stockholders with the information outlined in Schedules 14A or
14C of Regulation 14; preliminary copies of this information must be submitted
to the Securities and Exchange Commission at least 10 days prior to the date
that definitive copies of this information are forwarded to our
stockholders.  11      We are also required to
file annual reports on Form 10-K and quarterly reports on Form 10-Q with the
Securities Exchange Commission on a regular basis, and will be required to
timely disclose certain material events (e.g., changes in corporate control;
sales of in excess of 5% of our outstanding securities; acquisitions or
dispositions of a significant amount of assets other than in the ordinary course
of business; certain changes in our directors and executive officers; and
bankruptcy) in a current report on Form 8-K.  Smaller Reporting
Company  Effective February 4, 2008,
the Securities and Exchange Commission adopted a new system of disclosure rules
for smaller companies that file periodic reports with the Securities and
Exchange Commission.  The Securities and Exchange Commission defines a
smaller reporting company as an issuer that has a common equity public float of
less that $75 million.  We are deemed to be a smaller reporting
company.  Research and
Development  We have not commenced
planned principal operations.  The development of our business plan and our
Plan of Operation will require substantial expenditures for research and
development of our products, including our generator and our proprietary tablet
formulation for production of nitric oxide gas.  See the Part II, Item 7,
below, specifically, the heading Managements Discussion and Analysis of
Financial Condition and Results of Operations.  It is estimated that our
predecessors expensed approximately $900,000 in research and development of our
Technology Rights that we acquired under the merger with GeNOsys Nevada.  Cost and Effects of
Compliance with Environmental Laws  We do not anticipate any
material expense for compliance with environmental laws in connection with our
planned or contemplated business operations, as our plan is to use contractors
well versed in dealing with the applicable hazards associated with producing and
packaging nitric oxide gas and other pharmaceuticals.  See the Part II,
Item 7, below, specifically, the heading Managements Discussion and Analysis
of Financial Condition and Results of Operations.  Number of
Employees  We currently have four
employees and will consider our employment needs as business developments
require. We anticipate filling most of our needs for services, other than core
employees, through contract organizations and outside agreements with suppliers
of services in the industries of our planned business operations as may be
required.  Item 1A.  Risk Factors  As a smaller reporting
company, we are not required to provide information under this item.     Item 2.  Properties.  Our executive offices are
located at 280 W. Riverpark Drive, Provo, Utah 84604.  We lease
approximately 2,600 square feet at a lease price of $4,850 per month.  The
lease agreement provides for increases of 2.5% on each anniversary date of the
agreement term.  At November 2008, the monthly building lease is
approximately $5,110 per month with an additional $1,800 per month due for
common area maintenance.  Our lease is for a period of five years,
commencing in November, 2006.  In addition, our original facility space,
located at 5063 Riverpark Way, Provo, Utah 84604 is being utilized for our
research and development.  It is a month-to-month lease with a monthly
payment of $1,600.  Our current office space
will not be adequate to meet the needs of our expected growth.  We will
need to acquire  12     additional office and/or
laboratory facilities in the future to facilitate additional personnel and
enable us to execute our business plan.     Item 3.  Legal Proceedings.  We are not a party to any
pending legal proceeding and, to the knowledge of management no federal, state
or local governmental agency is presently contemplating any proceeding against
us.  No director, executive officer or affiliate of ours, or owner of
record of beneficially more than five percent of our common stock, is a party
adverse to us or has a material interest adverse to us in any proceeding.  Litigation to enforce our
patents, to protect our proprietary information, or to defend us against alleged
infringement of the rights of others may occur.  Such litigation would be
costly, could divert our resources from other planned activities, and could have
a material adverse effect on our results of operations and financial
condition.     Item 4.  Submission of Matters to a Vote of
Security Holders.  We had no matters submitted
to a vote of security holders during the fiscal year ended November 30, 2008.         [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]  13     PART II     Item 5.  Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.  Market
Information  Our common stock is traded
on the OTC Bulletin Board of the Financial Industry Regulatory Authority
(FINRA) under the symbol GNYS.  The following table sets forth the high
and low bid information of our common stock for the periods indicated.  The
price information contained in the table was obtained from Google Finance.
 Note that the over-the-counter market quotations reflect inter-dealer
prices, without retail mark-up, markdown or commissions, and that the quotations
may not necessarily represent actual transactions in the common stock.
 Resales of restricted securities may have an adverse effect on the
market for our common stock, and all principal stockholders of shares of our
common stock have presently satisfied the holding period requirements of Rule
144 of the Securities and Exchange Commission.  See the heading Rule 144
below and Part III, Item 12.  STOCK QUOTATIONS (BID) *  2008
2007Quarter
ended
High
Low
High
LowFebruary 28
$1.01
$0.60
$1.45
$0.86May 31
$0.90
$0.51
$0.94
$0.60August 31
$0.70
$.35
$0.76
$0.60November 30
$0.55
$0.15
$0.85
$0.58  *    The future sale
of our presently outstanding restricted securities (common stock) by present
members of management and others may have an adverse effect on any market in the
shares of our common stock.  See the heading Rule 144 below and Part III,
Item 12.  Rule 144  The following is a summary of the current requirements of
Rule 144:  Affiliate or Person Selling on
Behalf of an Affiliate
Non-Affiliate (and has not been
an Affiliate During the Prior Three Months)  14      Restricted Securities of Reporting Issuers
During six-month holding
period  no resales under Rule 144 Permitted.

After Six-month holding
period  may resell in accordance with all Rule 144 requirements
including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for
equity securities, and
·
Filing of Form 144.
During six- month holding
period  no resales under Rule 144 permitted.

After six-month holding
period but before one year  unlimited public resales under Rule 144
except that the current public information requirement still applies.

After one-year holding
period  unlimited public resales under Rule 144; need not comply with
any other Rule 144 requirements.Restricted Securities of Non-Reporting
Issuers
During one-year holding
period  no resales under Rule 144 permitted.

After one-year holding
period  may resell in accordance with all Rule 144 requirements
including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for
equity securities, and
·
Filing of Form 144.
During one-year holding
period  no resales under Rule 144 permitted.

After one-year holding
period  unlimited public resales under Rule 144; need not comply with
any other Rule 144 requirements.  Holders of
Record  At March 12, 2009, there
were approximately 214 holders of record of our common stock.  The number
of holders of record was calculated by reference to our stock transfer agents
books.  Dividend Policy  To date, we have not paid
dividends on our common stock.  The payment of dividends on our common
stock, if any, is at the discretion of our board of directors and will depend
upon our earnings, if any, our capital requirements and financial condition, and
other relevant factors.  See Item 7 -  Managements Discussion and
Analysis or Financial Condition and Results of Operations.  We do not
intend to declare any dividends in the foreseeable future, but instead intend to
retain all earnings, if any, for use in our operations.  Securities Authorized
for Issuance under Equity Compensation Plans  The following table lists
the securities authorized for issuance under any equity compensation plans
approved by our shareholders and any equity compensation plans not approved by
our shareholders as of November 30, 2008.     15      EQUITY COMPENSATION PLAN INFORMATIONPlan
category
Number of
securities to be issued upon exercise of outstanding options, warrants and
rights
(a)
Weighted-average
exercise price ofoutstanding options,
warrants and
rights
(b)
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column (a))
(c)Equity
compensation plans  approved by security holders
1,800,000
$ 0.68
1,200,000Equity
compensation plans
not
approved by security holders
0
0
0Total
1,800,000
$ 0.68
1,200,000  2007 Stock Option
Plan  On March 23, 2007, the
GeNOsys, Inc. 2007 Stock Option Plan (Stock Option Plan) was approved by our
Board of Directors and became effective on that date, subject to the Stock
Option Plan being approved by our stockholders at the annual meeting.  The
Stock Plan provides that 3,000,000 shares of our authorized but unissued common
stock be reserved pursuant to the terms and conditions of the plan.  The
Stock Plan was approved by a vote of stockholders at the Annual Meeting held
June 27, 2007.  The Stock Plan allows the Board of Directors, under the
direction of the Compensation Committee, to make broad-based grants of stock
options, any of which may or may not require the satisfaction of performance
objectives, to employees, consultants and non-employee directors.  The Plan became effective
upon the date of shareholder approval and shall continue in effect for a term of
ten (10) years, unless terminated.  The maximum aggregate number of shares
of common stock that may be sold under the Plan is 3,000,000 shares.  The
term of each option and its exercise price shall be stated in an option
agreement; provided that the term does not exceed ten (10) years from the date
of grant.  The plan provides that a grant of a stock option to an employee
shall have an exercise price no less than the fair market value of a share of
common stock on the date on which the option is granted.  As a condition of
the grant, vesting or exercise of an option granted under the Plan, the
participant shall be required to satisfy any applicable federal, state, local or
foreign withholding tax obligations that may arise in connection with the grant,
vesting or exercise of the option or the issuance of shares.  The Plan is to be
administered by our Compensation Committee.  Until a Compensation Committee
is formed, our Board of Directors will administer the Plan.  The Board may
from time to time increase the size of any Compensation Committee and appoint
additional members, remove members (with or without cause) and appoint new
members in substitution, fill vacancies and/or remove all members of the
committee.  The Compensation Committee may be composed of
employee/director(s), non-employee/director(s) and/or major stockholder(s) of
the company who are not a director.  Non-statutory stock options
may be granted to employees, directors and consultants who have the capacity to
contribute to the success of the company.  Incentive stock options may be
granted only to employees, provided that employees of affiliates shall not be
eligible to receive incentive stock options.  Recent Sales of
Unregistered Securities; Use of Proceeds from Registered Securities  We issued 40,000,000 shares
of our common stock in the merger with GeNOsys Nevada that was completed on
August 18, 2005.  For a complete accounting of the issuance of these
shares, see our Statement of Stockholders Deficit in our audited financial
statements contained herein.   16     Effective
on or about November 1, 2005, we completed the private sale of 3,964,031 shares
(this amount includes 64 shares for rounding) of our common stock at a price of
$0.60 per share for aggregate gross proceeds of approximately $2.38 Million.  On January 31, 2006, we
issued 450,000 shares to Smith Consulting Services, Inc. (SCS), a Utah
corporation and financial consulting firm to us, in replacement of 450,000
shares that SCS had conveyed to two of our consultants and one attorney for
services that were rendered for our benefit from the shares that SCS received
under our merger with GeNOsys Nevada.  These consultants and the one
attorney provided services to SCS under its Consulting Agreement with GeNOsys
Nevada.  For a complete accounting of the issuance of these shares, see our
Statement of Stockholders Deficit in our audited financial statements contained
herein.  On or about November 30,
2007, we completed the private sale of 213,569 shares of our common stock at a
price of $0.70 per share for aggregate gross proceeds of $149,500.  On January 31, 2008, the
Board of Directors consented to the issuance of 11,535 shares of restricted
common stock in exchange for services provided to the Company.  The
transaction was valued at $8,536 ($0.74 per share).  On or about November 30,
2008, we completed the private sale of 423,639 shares of our common stock at a
price of $0.50 per share for aggregate net proceeds of $205,526.  On September 16, 2008, the
Board of Directors consented to the issuance of 160,000 shares of restricted
common stock in exchange for services provided to the Company.  The
transaction was valued at $67,500 ($0.45 per share).  On December 31, 2008, our
Board of Directors approved the issuance of 1,000,000 shares of our common stock
to Smith Consulting Services, Inc. (SC) for services rendered.  The
closing price of the stock on December 31, 2008, was $0.20 per share, resulting
in a $200,000 non-cash charge, which we will record in the first quarter of
2009.  On March 6, 2009, our Board
of Directors approved the issuance of 200,000 shares of our common stock in a
private placement.  Net proceeds of $20,000 were received from this private
placement transaction.  We issued these securities
to persons who were either accredited investors, or sophisticated investors,
who, by reason of education, business acumen, experience or other factors, were
fully capable of evaluating the risks and merits of an investment in our
Company; and each had prior access to all material information about us.
 We believe that the offer and sale of these securities was exempt from the
registration requirements of the Securities Act of 1933, as amended (the
Securities Act), pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of
Regulation D of the Securities and Exchange Commission.  Section 18 of the
Securities Act preempts state registration requirements for sales to accredited
investors.  Use of Proceeds of
Registered Securities  There have been no sales of
registered securities by us.  Purchases of Equity
Securities by Us and Affiliated Purchasers  There were no purchases of
our equity securities by us or any affiliated purchasers during the calendar
year ended November 30, 2008  Item 6.  Selected Financial Data  As a smaller reporting
company, we are not required to provide information under this item.       17     Item 7.  Managements
Discussion and Analysis of Financial Condition and Results of Operation.  The following discussion
and analysis provides information which management believes is relevant to an
assessment and understanding of our results of operations and financial
condition.  The discussion should be read in conjunction with the financial
statements and notes included in this report as Part II, Item 8.  Overview  We are in the development
stage and have incurred cumulative net losses since inception.  We incurred
negative cash flows from operating activities of $510,622 and $721,217 for the
years ended November 30, 2008, and 2007, respectively.  Our products are in
the development stage and are subject to regulatory approval by the FDA.
 Although we are confident that the products under development will be
successfully tested and commercialized, there can be no assurance that such
approvals will be received.  Our ability to carry out
our plan depends entirely upon our ability to obtain additional substantial
equity, debt financing or licensing agreements and royalties.  We cannot
assure you that we will receive this financing. If we do not receive such
funding, we will not be able to proceed with our intended business plans.
 We completed the private sale of 3,964,031 shares (this amount includes 64
shares for rounding) of our common stock at a price of $0.60 per share for
aggregate gross proceeds of approximately $2.38 Million during November, 2005.
 During November 2007, we completed the private sale of 213,569 shares of
our common stock at a price of $0.70 per share for aggregate gross proceeds of
$149,500, and in 2008, we made a private placement of an additional 423,639
shares of our common stock, which sale generated net proceeds of $205,949.
 Substantial additional funds will still be required if we are to reach our
goals that are outlined above.  We currently have no arrangements or
understandings that will assure that we can successfully raise any additional
funds that may be required.  Our accountants have
expressed substantial doubt about our ability to continue as a going concern as
a result of our history of losses.  Our ability to achieve and maintain
profitability and positive cash flow is dependent upon our ability to
successfully complete the development and commercialization of our products and,
once in the marketplace, to generate sufficient revenues to achieve positive
cash flow and profitability.  Financial Position  The table below presents a
summary of our consolidated balance sheets at November 30, 2008, and 2007.  SUMMARY OF BALANCE SHEET INFORMATIONYear ended
Nov. 30, 2008
Year ended
Nov 30, 2007
Increase
(Decrease)Cash
and cash equivalents
$      4,368
$      280,105
$      (275,737)Total
current assets
98,762
283,977
(185,215)Total
assets
265,857
474,542
(208,685)Total
current liabilities
493,647
40,898
452,749Deficit
accumulated during
the
development stage
(3,612,298)
(2,347,754)
(1,264,545)Total
stockholders equity (deficit)
$   (227,790)
$   433,644
$
     (661,414)  We had $4,368 in cash as of
November 30, 2008.  This is a decrease of $275,737 from November 30, 2007.
 We had negative working capital of $(394,885) at November 30, 2008, as
compared to positive working capital of $243,079 at November 30, 2007.
 This decrease was largely due to the operating loss for the fiscal year,
coupled with capital expenditures and the lack of significant new funding.    18     **Results of
Operations**  Year Ended November 30, 2008, Compared to
Year Ended November 30, 2007  During the years ended
November 30, 2008, and 2007, we had no revenue or related cost of sales.  Year Ended November 30, 2008
Year Ended November 30, 2007
Increase (Decrease)Research and Development (excludes $131,662 and
$33,747 of non-cash stock compensation expense in 2008 and 2007)
$511,824
$ 455,579
$56,245General and Administrative (excludes $189,464 and
$104,993 of non-cash stock compensation expense in 2008 and 2007)
433,882
395,408
38,474Stock-based compensation expense
321,126
138,740
182,386Total operating expenses
1,266,832
989,727
277,105Net loss
$(1,264,545)
$(968,454)
$(296,091)  Research and development
expenses (R&D) for the years ended November 30, 2008, were $511,824, which
excludes $131,662 of stock-based compensation expense.  R&D expenses
for the year ended November 30, 2007, were $455,579, which excludes $33,747 of
stock-based compensation expense.  The expense level in 2008 increased by
$56,245 compared to 2007 expense level.  The increase in 2008 expense is
attributable to a $135,000 increase in consultant expenses, offset in part by
reductions in a number of other expense areas.   It is anticipated
that R&D expenses will significantly increase as final design work on the
generator is completed, the formulation of the tablet is finalized, test
projects are initiated and the development work required for commercialization
escalates.  General and administrative
expenses for the year ended November 30, 2008, were $433,882, which excludes
$189,464 of stock-based compensation expense, compared to $395,408, excluding
$104,993 in stock-based compensation charges, for the year ended November 30,
2007, for an increase of $38,474.  The 2008 increase results from a $64,800
increase in consultant expenses, offset in part by reductions in a number of
other expense accounts. The raising of additional funds, hiring of additional
personnel, travel expenses, office rental, and other administrative expenses are
all expected to increase throughout 2009.  Interest income of $2,387
was realized for the year ended November 30, 2008, from interest earned on
invested funds.  This is a reduction of $19,300 from the $21,687 earned
during the year ended November 30, 2007.  The decrease results from reduced
funds on deposit, as cash was used to fund operations and capital
expenditures.  The net loss for the year
ended November 30, 2008, was $1,264,545.  This compares to a net loss
realized for the year ended November 30, 2007, of $968,454.  We expect the
net loss in 2009 to increase as additional consultants, personnel and resources
are utilized to complete the testing, regulatory approval and commercialization
of our products.  Liquidity and Capital
Resources  To date, we have financed
our operations principally through private placements of equity securities.
 We used net cash for operating activities of $510,622 in the year ended
November 30, 2008.  This is a $210,595 reduction from the $721,217 used in
the year ended November 30, 2007.  As of November 30, 2008, our working
capital deficit was $(394,885), and our current liabilities were $493,647.  Our working capital
requirements for the foreseeable future will vary based on a number of factors,
including the costs to complete development work, the cost of bringing products
to commercial viability, the timing of the market launches, and the level of
sales.  As of November 30, 2008, we had accounts payable and accrued
liabilities totaling  19     $493,647.  We need to
raise additional funds immediately in order to execute our business plan.
 There can be no assurance that additional funding will be available to us
or that if funding is available that it will be under favorable terms.  If
we are unsuccessful in raising additional funds we may be required to
substantially reduce or eliminate certain areas of our product development
activities, limit our operations significantly or cease operations entirely.  Critical Accounting
Policies  Revenue
Recognition  Pursuant to Staff
Accounting Bulletin (SAB) No. 104, Revenue Recognition, we will recognize
revenue when the following criteria have been met: (1) persuasive evidence of an
arrangement exists, (2) delivery has occurred or services have been rendered,
(3) the price is fixed or determinable and (4) collectability is reasonably
assured.  Product revenues will be
recognized when persuasive evidence of an arrangement exists, risk of loss and
title has transferred to our customers, the fee is fixed or determinable and
collection is probable.  Rights of return for manufactured product are
dependent upon the agreement.  Long-Lived
Assets  We regularly evaluate
whether events or circumstances have occurred that indicate the carrying value
of our long-lived assets may not be recoverable.  When factors indicate the
asset may not be recoverable, we compare the related undiscounted future net
cash flows to the carrying value of the asset to determine if impairment exists.
 If the expected future net cash flows are less than the carrying value, an
impairment charge is recognized based on the fair value of the asset.  No
such impairments were recorded during the years ended November 30, 2008, and
2007.  Capitalization of Patent
Costs  We have elected to
capitalize patent costs and will amortize them over the shorter of the life of
the patent or the number of years for which it is estimated that economic
benefit will be derived.  Stock Based
Compensation  On March 23, 2007, the
GeNOsys, Inc. 2007 Stock Option Plan (Stock Option Plan) was approved by our
Board of Directors and became effective on that date, subject to the Stock
Option Plan being approved by the stockholders at the annual meeting.  On
June 27, 2007, our stockholders approved the Stock Option Plan.  The Stock
Option Plan provides that 3,000,000 shares of our authorized but unissued common
stock be reserved pursuant to the terms and conditions of the Stock Option Plan.
 The Stock Option Plan allows us, under the direction of the Compensation
Committee, to make broad-based grants of stock options, any of which may or may
not require the satisfaction of performance objectives, to employees and
non-employee directors.  The purpose of these stock option grants is to
attract and retain talented employees and further align employee and stockholder
interests.  The Stock Option Plan provides an essential component of the
total compensation package offered to employees, reflecting the importance that
we place on motivating and rewarding superior results with long-term,
performance-based incentives.  In March, June and November, 2007, our Board
of Directors approved the grant of an aggregate of 1,200,000 stock option grants
to certain employees and directors, resulting in non-cash charges of $632,058.
 In December 2007, our Board of Directors granted one of our officers an
option to purchase 600,000 shares of common stock, resulting in a non-cash
charge of $271,598.  These non-cash charges are being expensed ratably over
the vesting periods of the individual agreements.  The total non-cash
charge expense for the years ended November 30, 2008, and 2007 relating to these
stock option grants was $321,126 and $138,740, respectively.  Recent Accounting
Pronouncements  FAS 157  In September
2006, the Financial Accounting Standards Board (FASB) issued FAS No. 157,
Fair  20     Value Measurements.  FAS
157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements.  This statement addresses how to calculate fair value
measurements required or permitted under other accounting pronouncements.
 Accordingly, this statement does not require any new fair value
measurements.  However, for some entities, the application of the statement
will change current practice.  FAS 157 became effective December 1, 2007,
except for nonfinancial assets and liabilities, which are effective December 1,
2008.  The Company adopted SFAS 157 on December 1, 2007 for financial
assets and liabilities carried at fair value on a recurring basis, with no
material impact on its consolidated financial statements.  The Company is
currently determining what impact the application of SFAS 157 On December 1,
2008 for non-recurring non-financial assets and liabilities that are recognized
or disclosed at fair value will have on its financial statements.  FAS
159 - In February 2007, the FASB issued FAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities Including an Amendment of SFAS No.
115, Accounting for Certain Investments in Debt and Equity Securities.
 SFAS 159 allows entities to choose, at specified election dates, to
measure eligible financial assets and liabilities at fair market value in
situations in which they are not otherwise required to be measured at fair
value.  If a company elects the fair value option for an eligible item,
changes in that items fair value in subsequent reporting periods must be
recognized in current period earnings.  SFAS No. 159 also establishes
presentation and disclosure requirements designed to draw comparison between
entities that elect different measurement attributes for similar assets and
liabilities.  SFAS No. 159 is effective for fiscal years beginning after
November 15, 2007.  The Company elected not to measure any additional
financial assets or liabilities at fair value at the time SFAS 159 was adopted
on December 1, 2007.  As a result, implementation of SFAS 159 will have no
impact on the Companys financial statements.  FAS 141(R)  In December
2007, the FASB issued FAS 141(R), Business Combination [FAS 141(R)], which
replaces FAS No. 141.  FAS 141(R) establishes principles and requirements
for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any non-controlling
interest in the acquired entity and the goodwill acquired.  FAS 141(R) also
establishes disclosure requirements which will enable users to evaluate the
nature and financial effects of the business combination.  FAS 141(R) is
effective for fiscal years beginning after December 15, 2008.  The adoption
of FAS 141(R) will have an impact on accounting for business combination once
adopted, but the effect is dependent upon acquisitions at that time.  FAS 160  In December 2007,
the FASB issued FAS No. 160 Non-controlling Interests in Consolidated Financial
Statements  an amendment of Accounting Research Bulletin No. 51 (FAS 160),
which establishes accounting and reporting standards for ownership interests in
subsidiaries held by parties other than the parent, the amount of consolidated
net income attributable to the parent and to the non-controlling interest,
changes in a parents ownership interest and the valuation of retained
non-controlling equity investments when a subsidiary is deconsolidated.
 The Statement also establishes reporting requirements that provide
sufficient disclosure that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners.
 FAS 160 is effective for fiscal years beginning after December 15, 2008.
 The adoption of FAS 160 will have an impact on business combination once
adopted, but the effect is dependent upon acquisitions at that time.  FAS 161  In March 2008 the
Financial Accounting Standard Board (FASB) released Statement of Financial
Accounting Standards No 161, Disclosures about Derivative Instruments and
Hedging Activities (FAS 161).  FAS 161requires qualitative disclosures
about objectives and strategies for using derivatives, quantitative disclosures
about fair value amounts of and gains and losses on derivative instruments, and
disclosures about credit-risk-related contingent features in derivative
agreements.  The application of FAS 161 is required for fiscal years
beginning after November 15, 2008 and interim periods within those fiscal
years.  FASB 162  In May 2008 the
Financial Accounting Standard Board (FASB) released Statement of Financial
Accounting Standards No 162, The Hierarchy of Generally Accepted Accounting
Principles (FASB 162).  FASB 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP)
in the United States (the GAAP hierarchy).  FASB believes that the  21     GAAP hierarchy should be
directed to entities because it is the entity, not its auditor, who is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP.  Accordingly, FASB concluded that
the GAAP hierarchy should reside in the accounting literature established by the
FASB and issued this Statement to achieve that result.  FASB 162 becomes
effective 60 days following the SECs approval of the Public Accounting
Oversight Board amendment to AU Section 411.  FASB 163 - In May 2008, the
FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts
 an interpretation of FASB Statement No. 60 (SFAS 163).  SFAS 163
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement of premium revenue and claim
liabilities.  The Statement also requires expanded disclosures about
financial guarantee insurance contracts.  SFAS 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
fiscal years. The Company does not expect the adoption of SFAS 163 will have a
material impact on its financial statements.  We have reviewed all other
recently issued, but not yet adopted, accounting standards in order to determine
their effects, if any, on our consolidated results of operation, financial
position or cash flows.  Based on that review, we believe that none of
these pronouncements will have a significant effect on our current or future
earnings or operations.  Off-Balance Sheet
Arrangements  We lease office space under
a five-year non-cancelable operating lease that commenced on November 1, 2006.
Future minimum lease payments under the operating least at November 30, 2008 are
$182,966.      Item 7A.  Quantitative and Qualitative
Disclosures About Market Risk  Not required for smaller reporting companies.      [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]  22     Item 8.
 Financial Statements and Supplementary Data  GeNOsys, Inc. (A Development Stage Company) Report of Independent Registered Public
Accounting Firm and Consolidated Financial Statements  November 30, 2008  TABLE OF CONTENTS PageReport of Independent Registered Public Accounting
Firm
24Consolidated Balance Sheets as of November 30, 2008
and 2007
25Consolidated Statements of Operations for the years
ended November 30, 2008 and 2007 and for the period of the development
stage (June 30, 2005) through November 30, 2008
26Consolidated Statements of Stockholders' Equity and
(Deficit) for the period of development stage (June 30, 2005) through
November 30, 2008
27  28Consolidated Statements of Cash Flows for the years
ended November 30, 2008 and 2007 and for the period of the development
stage (June 30, 2005) through November 30, 2008
29Notes to Consolidated Financial Statements
30 - 38   23     REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   The Board of Directors and Shareholders GeNOsys, Inc. (A Development Stage Company)  We have audited the accompanying consolidated balance
sheets of GeNOsys, Inc. as of November 30, 2008 and 2007, and the related
consolidated statements of operations, stockholders equity, and cash flows for
the years ended November 30, 2008 and 2007 and for the period of the development
stage (June 30, 2005) through November 30, 2008.  These financial
statements are the responsibility of the Companys management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.  We conducted our audit in accordance with the standards
of the Public Company Accounting Oversight Board (United States).  Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company has determined that it is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for expressing an opinion on the
effectiveness of the Companys internal controls over financial reporting.
 Accordingly, we express no such opinion.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to
above present fairly, in all material respects, the financial position of
GeNOsys, Inc., (a development stage company), as of November 30, 2008 and 2007,
and the results of their operations and their cash flows for the periods ended
November 30, 2008 and 2007 in conformity with accounting principles generally
accepted in the United States of America.  The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed
in Note 2 to the financial statements, the Company has experienced recurring
losses from operations since its inception.  The Company has not
established operations with consistent revenue streams. These factors raise
substantial doubt about its ability to continue as a going concern.
 Managements plans in regard to these matters are also described in Note
2.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.   /s/Mantyla McReynolds, LLC  Mantyla McReynolds, LLC Salt Lake City, Utah March 12, 2009           24     GENOSYS,
INC. (A Development Stage Company) Consolidated Balance Sheets  ASSETSNovember 30, 2008

November 30, 2007CURRENT ASSETSCash and cash equivalents
$    4,368

$  280,105Prepaid expenses
94,394

3,872Total Current Assets
98,762

283,977Property and equipment, net of
depreciation  Note 5
107,203

151,376Patents, net of amortization  Note
6
59,892

39,189TOTAL ASSETS
$  265,857

$  474,542LIABIITIES AND STOCKHOLDERS EQUITY
(DEFICIT)CURRENT LIABILITIESAccounts payable
$     66,292

$
     13,151Accounts payable, Related party  Note
9
14,414

13,340Accrued liabilities
163,441

14,307Accrued liabilities, Related party 
Note 9
192,000

-Taxes payable
-

100Loans payable, Related party  Note
9
57,500

-Total Current
Liabilities
493,647

40,898TOTAL LIABILITIES
493,647

40,898STOCKHOLDERS EQUITY (DEFICIT)Common stock, $0.001 par value;
100,000,000
shares authorized; 46,466,774
and
45,881,600 shares issued and
outstanding,
respectively  Note 4
46,467

45,882Additional paid-in capital
3,415,965

2,813,440Accumulated deficit
(77,924)

(77,924)Deficit accumulated in the
development
Stage
(3,612,298)

(2,347,754)Total Stockholders Equity
(Deficit)
(227,790)

433,644TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
(DEFICIT)
$  265,857

$
  474,542  See Accompanying Notes to Financial
Statements.  25     GENOSYS,
INC. (A Development Stage Company) Consolidated Statements of
Operations From Inception ofthe Development StageFor the Years Ended

On June 30, 2005November 30,

Through2008

2007

November 30, 2008REVENUES
$
                  -

$
                      -

$
                                     -COST OF GOODS SOLD
-

-

-GROSS PROFIT
-

-

-OPERATING EXPENSESResearch and Development
511,824

455,579

1,697,534General and administrative
433,882

395,408

1,605,512Stock Based Compensation
321,126

138,740

459,866Total Expenses
1,266,832

989,727

3,762,912LOSS FROM OPERATIONS
(1,266,832)

(989,727)

(3,762,912)OTHER INCOME (EXPENSE)Interest income
2,387

21,687

82,206Gain (Loss) on disposal of asset
-

(414)

(414)Other income (expense)
-

100

100LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES
(1,264,445)

(968,354)

(3,681,020)PROVISION FOR INCOME TAXES
(100)

(100)

(400)LOSS FROM CONTINUING OPERATIONS BEFORE
(1,264,545)

(968,454)

(3,681,420)DISCONTINUED OPERATIONSLoss from discontinued opera-
tions, net of tax
-

-

(2,131)Gain on disposal of discontin-
ued operations, net of
tax
-

-

71,253NET LOSS
$(1,264,545)

$  (968,454)

$
           (3,612,298)LOSS PER SHARE FROM CONTINUING OPERATIONS
$     (0.03)

$  
    (0.02)

$
       
            (0.08)NET LOSS PER SHARE
$      
  (0.03)

$   
   (0.02)

$     
               (0.08)WEIGHTED AVERAGE SHARES
OUTSTANDING  BASIC AND
       DILUTED
46,097,420

45,682,659

45,336,688   26     See Accompanying
Notes to Financial Statements.  GENOSYS, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY From Inception of the Development Stage
(June 30, 2005) through November 30, 2008  AdditionalPaid-in

AccumulatedShares

Amount

Capital

Deficit

TotalBalance at June 30, 2005
2,556,500
$
2,557
$
26,243
$
(77,924)
$
(49,124)Issued  common stock for cash at $0.001
33,231,456

33,231

(29,908)

-

3,323Issued stock for patents at $0.001
2,968,544

2,969

(2,672)

-

297Issued stock for consulting agreement at
$0.001
3,800,000

3,800

(3,420)

-

380Shares canceled
(1,302,500)

(1,303)

1,303

-

-Issued stock for cash at $0.60 per share
3,964,031

3,964

2,374,418

-

2,378,382Stock promotion costs
-

-

(110,100)

-

(110,100)Net loss for the period ended November 30,
2005
-

-

-

(200,399)

(200,399)Balance at November 30, 2005
45,218,031

45,218

2,255,864

(278,323)

2,022,759Issued stock for services at $0.60 per share
450,000

450

269,550

-

270,000Net loss for the period ended November 30, 2006
-

-

-

(1,178,901)

(1,178,901)Balance at November 30, 2006
45,668,031

45,668

2,525,414

(1,457,224)

1,113,858Issued stock for cash at $0.70 per share
213,569

214

149,286

-

149,500  27      Non-cash compensation charges related to stock
option grants
-

-

138,740

-

138,740Net loss for the period ended November 30,
2007
-

-

-

(968,454)

(968,454)Balance at November 30, 2007
45,881,600

45,882

2,813,440

(2,425,678)

433,644Issued stock for cash at $0.50 per share
423,639

423

205,526

-

205,949Stock issued for services
161,535

162

75,874

-

76,036Non-cash compensation charges related to stock
option grants
-

-

321,126

-

321,126Net loss for the period ended November 30,
2008
-

-

-

(1,264,545)

(1,264,545)Balance at November 30, 2008
46,466,774
$
46,467
$
3,415,965
$
(3,690,222)
$
(227,790)                          See Accompanying Notes to Financial
Statements  28     GENOSYS, INC. (A Development Stage Company) Consolidated Statements of Cash
Flow From Inception of theFor the Year Ended

Development StageNovember 30,

On June 30, 20052008

2007

Through Nov. 30, 2008CASH FLOWS FROM OPERATING ACTIVITIESNet Loss
$(1,264,545)

$  (968,454)

$
      (3,612,298)Adjustments to reconcile net loss to net
cash used by operating
activities:Depreciation and
amortization
52,035

46,830

110,216Loss on disposal of equipment
-

414

414Stock-based compensation
321,126

138,740

459,866Gain on disposal
-

-

(71,253)Decrease in cash from
discontinued
Operations
-

-

(6,020)Stock issued for services
76,036

-

346,036Changes in operating assets and liabilities(Increase) Decrease in prepaid
expenses
(90,523)

79,987

(94,269)Increase (Decrease) in accounts
payable
53,141

3,459

66,290Increase (Decrease) in related party
payable
1,074

13,340

14,414Increase (Decrease) in accrued
compensation
149,134

(35,533)

163,341Increase (Decrease) in accrued
liabilities  Related
party
192,000

-

192,000Increase (Decrease) in loans payable 
Related
party
57,500

-

57,500Increase (Decrease) in tax
payable
(100)

-

100Net Cash Used by Operating
Activities
(510,622)

(721,217)

(2,431,163)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of intangible assets
(27,543)

(34,459)

(69,672)Purchase of equipment
(1,021)

(18,434)

(207,501)Net Cash Used by Investing
Activities
(28,564)

(52,893)

(277,173)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common stock for
cash
205,949

149,500

2,627,053Proceeds from loans payable  Related
party
57,500

-

57,500Cash from discontinued
operations
-

-

(19,777)Net Cash Provided by
Financing Activities
263,449

149,500

2,664,776NET INCREASE (DECREASE) IN CASH
(275,737)

(624,610)

(43,560)CASH AT BEGINNING OF PERIOD
280,105

904,715

47,928CASH AT END OF PERIOD
$    4,368

$  280,105

$
          4,368SUPPLEMENTAL DISCLOSURES INFORMATIONCash paid during the year for
interest
-

-

$
              750Cash paid during the year for
income/
Franchise taxes
$    200

$    100

$
              400 See Accompanying Notes to Financial
Statements.  29     NOTE 1  ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Organization  GeNOsys, Inc. (Company) was founded June 30, 2005.
 On August 19, 2005, the Company merged with The Autoline Group, Inc., a
Utah corporation, which operated as an automotive dealership until September 12,
2005, when the dealership was discontinued.  The Company was organized to
engage in the business of producing a portable medical gas generator.  The
Company was incorporated under the laws of the State of Nevada.  The Company is considered to be in the development stage
as defined in Financial Accounting Standards Board Statement No. 7.  It has
yet to commence full-scale operations and it continues to develop its planned
principle operations.  The financial statements of the Company have been
prepared in accordance with accounting principles generally accepted in the
United States of America.  The consolidated financial statements of the
Company include the accounts of GeNOsys, Inc. and its subsidiary, GeNOsys, Inc.,
a Nevada corporation (GeNOsys Nevada).  All significant intercompany
transactions have been eliminated.  The following summarizes the more
significant of such policies:  Income Taxes  The Company applies the provisions of Statement of
Financial Accounting Standards No. 109 (the Statement), Accounting for Income
Taxes.  The Statement requires an asset and liability approach for
financial accounting and reporting for income taxes, and the recognition of
deferred tax assets and liabilities for the temporary differences between the
financial reporting basis and tax basis of the Companys assets and liabilities
at enacted tax rates expected to be in effect when such amounts are realized or
settled.  See Note 3.  Effective November 1, 2007, the Company adopted FIN 48
Accounting for Uncertainty in Income Taxes.  In connection with the
adoption of FIN 48, the Company elected to classify income tax penalties and
interest as general and administrative and interest expenses, respectively.
 The adoption of FIN 48 did not have a significant impact on the financial
statements of the Company.  See Note 3 Income Taxes.  Net Loss Per Common Share  In accordance with Statement of Financial Accounting
Standards (SFAS) No. 128, Earnings per Share, basic loss per common share is
based on the weighted-average number of shares outstanding.  Diluted income
or loss per share is computed using weighted average number of common shares
plus dilutive common share equivalents outstanding during the period using the
treasury stock method.  The Company had 681,665 vested options exercisable
at November 30, 2008 but due to the net loss they were not included in the
calculation of the net loss per common share as their inclusion would be
antidilutive.  Revenue Recognition  Pursuant to Staff Accounting Bulletin (SAB) No. 104,
Revenue Recognition. We will recognize revenue when the following criteria
have been met:  (1) persuasive evidence of an arrangement exists, (2)
delivery has occurred or service has been rendered, (3) the price is fixed or
determinable, and (4) collectability is reasonably assured.  Research and Development Costs  Research and development costs are expensed in the period
they are incurred in accordance with Financial Accounting Standard No. 2,
Accounting for Research & Development Costs.    30      Capitalization of Patent Costs  The Company has elected to capitalize patent costs and
will amortize them over the shorter of the life of the patent or the number of
years from which it is estimated that economic benefit will be derived.  Statement of Cash Flows  For purposes of the statements of cash flows, the Company
considers cash on deposit in the bank to be cash.  The Company had $4,368
in cash on November 30, 2008.  Use of Estimates in Preparation of Financial
Statements  The preparation of financial statements in conformity
with U. S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.  Fair Value of Financial Instruments  All cash and cash equivalents, accounts payable, and
accrued liabilities are carried at approximate market value.  Recent Accounting Pronouncements **** FAS 157  In September 2006, the
Financial Accounting Standards Board (FASB) issued FAS No. 157, Fair Value
Measurements.  FAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements.  This statement addresses how to
calculate fair value measurements required or permitted under other accounting
pronouncements.  Accordingly, this statement does not require any new fair
value measurements.  However, for some entities, the application of the
statement will change current practice.  FAS 157 is effective December 1,
2008, except for nonfinancial assets and liabilities, which are effective
December 1, 2009.  The Company adopted SFAS 157 on December 1, 2007 for
financial assets and liabilities carried at fair value on a recurring basis,
with no material impact on its consolidated financial statements.  The
Company is currently determining what impact the application of SFAS 157 on
December 1, 2008 for non-recurring non-financial assets and liabilities that are
recognized or disclosed at fair value will have on its financial statements.  FAS 159 - In February 2007, the
FASB issued FAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities Including an Amendment of SFAS No. 115, Accounting for
Certain Investments in Debt and Equity Securities.  SFAS 159 allows
entities to choose, at specified election dates, to measure eligible financial
assets and liabilities at fair market value in situations in which they are not
otherwise required to be measured at fair value.  If a company elects the
fair value option for an eligible item, changes in that items fair value in
subsequent reporting periods must be recognized in current period earnings.
 SFAS No. 159 also establishes presentation and disclosure requirements
designed to draw comparison between entities that elect different measurement
attributes for similar assets and liabilities.  SFAS No. 159 is effective
for fiscal years beginning after November 15, 2007.  The Company elected
not to measure any additional financial assets or liabilities at fair value at
the time SFAS 159 was adopted on December 15, 2007.  As a result,
implementation of SFAS 159 will have no impact on the Companys financial
statements.  FAS 141(R)  In December 2007, the FASB issued FAS
141(R), Business Combination [FAS 141(R)], which replaces FAS No. 141.
 FAS 141(R) establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, any non-controlling interest in the acquired
entity and the goodwill acquired.  FAS 141(R) also establishes disclosure
requirements  31     which will enable users to
evaluate the nature and financial effects of the business combination.  FAS
141(R) is effective for fiscal years beginning after December 15, 2008.
 The adoption of FAS 141(R) will have an impact on accounting for business
combination once adopted, but the effect is dependent upon acquisitions at that
time.  FAS 160  In December 2007, the FASB issued FAS No. 160
Non-controlling Interests in Consolidated Financial Statements  an amendment
of Accounting Research Bulletin No. 51 (FAS 160), which establishes
accounting and reporting standards for ownership interests in subsidiaries held
by parties other than the parent, the amount of consolidated net income
attributable to the parent and to the non-controlling interest, changes in a
parents ownership interest and the valuation of retained non-controlling equity
investments when a subsidiary is deconsolidated.  The Statement also
establishes reporting requirements that provide sufficient disclosure that
clearly identify and distinguish between the interests of the parent and the
interests of the non-controlling owners.  FAS 160 is effective for fiscal
years beginning after December 15, 2008.  The adoption of FAS 160 will have
an impact on business combination once adopted, but the effect is dependent upon
acquisitions at that time.  FAS 161  In March 2008 the Financial Accounting Standard
Board (FASB) released Statement of Financial Accounting Standards No 161,
Disclosures about Derivative Instruments and Hedging Activities (FAS 161).
 FAS 161requires qualitative disclosures about objectives and strategies
for using derivatives, quantitative disclosures about fair value amounts of and
gains and losses on derivative instruments, and disclosures about
credit-risk-related contingent features in derivative agreements.  The
application of FAS 161 is required for fiscal years beginning after November 15,
2008 and interim periods within those fiscal years.  FASB 162  In May 2008 the Financial Accounting Standard
Board (FASB) released Statement of Financial Accounting Standards No 162, The
Hierarchy of Generally Accepted Accounting Principles (FASB 162).  FASB
162 identifies the sources of accounting principles and the framework for
selecting the principles to be used in the preparation of financial statements
of nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States (the GAAP
hierarchy).  FASB believes that the GAAP hierarchy should be directed to
entities because it is the entity, not its auditor,  that is responsible
for selecting accounting principles for financial statements that are presented
in conformity with GAAP.  Accordingly, FASB concluded that the GAAP
hierarchy should reside in the accounting literature established by the FASB and
issued this Statement to achieve that result.  FASB 162 becomes effective
60 days following the SECs approval of the Public Accounting Oversight Board
amendment to AU Section 411.  SFAS 163  In May 2008, the FASB issued SFAS No. 163,
Accounting for Financial Guarantee Insurance Contracts  an interpretation of
FASB Statement No. 60 (SFAS 163).  SFAS 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claim liabilities. The Statement also
required expanded disclosures about financial guarantee insurance contracts.
 SFAS 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those fiscal years.  The Company does not
expect that the adoption of SFAS 163 will have a material impact on its
financial statements.  The Company has reviewed all other recently issued, but
not yet adopted, accounting standards in order to determine their effects, if
any, on its consolidated results of operation, financial position or cash flows.
 Based on that review, it believes that none of these pronouncements will
have a significant effect on their current or future earnings or operations.  NOTE 2   GOING CONCERN  The Company has accumulated losses since inception and
has not yet been able to generate profits from operations. Operating capital has
been raised through the sale of common stock or through loans from shareholders.
 These factors raise substantial doubt about the Companys ability to
continue as a going concern.  Management plans include further development and
production of portable medical gas generators.  Management is seeking
additional funding through the capital markets.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.  32      NOTE 3   INCOME TAXES  The provision for income taxes consists of the
following:  2008

2007Current Taxes
$
100
$
100$
100
$
100  The Company has available net operating losses of
approximately $3,131,100 which can be utilized to offset future earnings of the
Company. A valuation allowance is provided when it is more likely than not that
some portion of the deferred tax asset will not be realized.  The valuation
allowance increased by $252,180 from $483,902 as of November 30, 2007.  The Company has the following carryforwards available at
November 30, 2008:  Operating Losses  Expires Amount 2021 8,508 2022 17,418 2023 27,514 2024 25,982 2025 200,280 2026 1,181,408 2027 814,568 2028 855,422  Total 3,131,100  The tax effects of temporary differences that give rise
to significant portions of the deferred tax asset at November 30, 2008 are
summarized below.   TaxableTemporary
Expected
Deferred TaxDifference
Tax Rate
Asset (Liability)Non-current deferred tax assetBook/Tax depreciation differenceFederal
$
             9,054
15%
$
             1,358State
9,054
5%
453Book/Tax amortization difference (patent)Federal
10,077
15%
1,512State
10,077
5%
504Book/Tax accrued liability differenceFederal
69,750
15%
10,462State
69,750
5%
3,488Net operating lossesFederal
3,131,100
15%
469,665State
3,131,100
5%
156,555Stock Compensation  33      Federal
459,866
15%
68,980State
459,866
5%
22,993Other carryforwardsFederal
568
15%
85State
568
5%
28Preliminary deferred tax asset


736,082Deferred tax asset valuation allowance


(736,082)Total deferred tax asset (liability)


-   The Company is incorporated in and conducts its
operations in the State of Utah, which levies a $100 minimum Franchise tax per
year.  As a result, the Company has a provision of $100 per year to account
for this tax.  The effective tax rate for continuing operations differs
from the statutory rate [20%] as follows:  Expected provision (taxes on income before
taxes)
$
         (252,889)Effect of:Non-deductible expenses
710Graduated rates
19Deduction for state taxes
(20)Increase (decrease) in valuation allowance
152,180State minimum franchise tax
100Total actual provision
$
                   100  Uncertain Tax Positions  The Company adopted the provisions of FIN 48 on November
1, 2007.  As a result of this adoption, the Company has evaluated for
uncertain tax positions and determined that any required adjustments would not
have a material impact on the Companys balance sheet, income statement, or
statement of cash flows.  The Company has filed income tax returns in the US.
 All years prior to 2005 are closed by expiration of the statute of
limitations.  The tax year ended November 30, 2005 will close by expiration
of the statute of limitations this year.  The years ended November 30,
2006, 2007, and 2008 are open for examination.  NOTE 4   COMMON STOCK  On June 30, 2005, the Company issued 33,231,456 shares of
common stock for cash, at $0.001 per share to the officers of the Company. In
addition, the Company issued 2,968,544 shares of common stock at $0.001 per
share in exchange for patents and 3,800,000 shares of common stock at $0.001 per
share as part of a consulting agreement, of which, 1,302,500 were subsequently
canceled. In October and November of 2005, the Company issued 3,964,031 shares
of common stock for cash, at $0.60 per share to private investors and incurred
stock promotion expenses of $110,100 as part of the issuance.  On January 31, 2006, the Board of Directors consented to
the issuance of 450,000 shares of restricted common stock in exchange for
services provided to the Company.  The transaction was valued at $270,000
($0.60 per share).  On or about November 30, 2007, the Company completed the
private sale of 213,569 shares of its common stock at a price of $0.70 per share
for aggregate gross proceeds of $149,500.  34      During the year ended November 30, 2008, the Company
completed the private sale of 423,639 shares of its common stock at a price of
$0.50 per share for aggregate net proceeds of $205,949, net of stock promotion
expenses of $9,300.  On January 31, 2008, the Board of Directors consented to
the issuance of 11,535 shares of restricted common stock in exchange for
services provided to the Company.  The transaction was valued at $8,536
($0.74 per share).  On September 16, 2008, the Board of Directors consented
to the issuance of 160,000 shares of restricted common stock in exchange for
services provided to the Company.  The transaction was valued at $67,500
($0.45 per share).  NOTE 5   PROPERTY, PLANT &
EQUIPMENT  The major classes of assets as of the balance sheet dates
are as follows:  2008

2007Furniture and
fixtures
$
      65,309

$
      64,289Office
equipment
35,469

35,469Lab
equipment
85,752

85,752Leasehold
improvements
20,323

20,323206,853

205,833Accumulated
depreciation
(99,650)

(54,457)$
     107,203

$
     151,376 Equipment is stated at cost.  Depreciation is
provided by using the straight-line method of depreciation over five years.
 Depreciation expense for the years ended November 30, 2008 and 2007 was
$40,860 and $40,411, respectively. Amortization expense related to leasehold
improvements for the years ended November 30, 2008 and 2007 was $4,334 and
$3,211, respectively.  Expenditures for maintenance and repairs are charged
to expense as incurred.  NOTE 6   PATENTS  Patents are carried at cost and are amortized over the
estimated life from which financial benefit is expected to accrue. Balances as
of the balance sheet dates are as follows:  Accumulated
Net CarryingPatents
Amortization
AmountAs of
November 30, 2008
$
       69,969
$
       (10,077)
$
       59,892As of
November 30, 2007
$
       42,426
$
       (3,237)
$
       39,189  The Company issued 200,000 shares of common stock at
$0.001 per share for Technology Rights and 2,768,544 shares of common stock at
$0.001 per share for additional rights. (See Note 4.)  The Company also
capitalized $27,543 in patent costs during the current year.  As of
November 30, 2008 the patents were valued at $69,969.  Amortization expense
related to patents for the years ended November 30, 2008 and 2007 was $6,840 and
$3,237, respectively. Based upon the current capitalized patent costs,
amortization expense is expected to be $7,486 per year for the next five
years.  NOTE 7   COMMITMENTS AND
CONTINGENCIES  The Company leases office space under a five-year
non-cancelable operating lease that commenced on November 1, 2006.  The
following summarizes future minimum lease payments under the operating lease at
November 30, 2008:   35     Year
Ending
                           Minimum November
30,                      Lease
Payments 2009
                                 $
61,273 2010
                                    62,805 2011
                               58,888 $
182,966  The Company also continues to lease its previous office
space on a month-to-month basis at a rate of $1,600 per month.  The
facility is used for research and development purposes.  Total rent expense for the year ended November 30, 2008
and 2007 was $99,025 and $77,521, respectively.  NOTE 8   DISCONTINUED OPERATIONS  On September 12, 2005 the Company discontinued its
automotive dealership operation by divesting the ownership of The Autoline Group
2, Inc., a wholly owned subsidiary, to a former officer in exchange for an
indemnification agreement.  NOTE 9   RELATED PARTIES  As of November 30, 2008, director and officer of the
Company owned 68.6% of the Companys issued and outstanding stock.  This
allows for the officers and directors  to effectively control the vote on
substantially all significant matters with the approval of only a small group of
other stockholders.  Accounts Payable  Related Party  As of November 30, 2008 and 2007, officers of the Company
were owed $14,414 and $13,340, respectively, for various expenditures they made
on behalf of the Company.  Accrued Liabilities  Related Party  At November 30, 2008 and 2007, officers and directors of
the Company were owed $192,000 and $0, respectively, in unpaid director fees,
advisory board fees, and salary.  Loans Payable  Related Party  At November 30, 2008, officers of the Company had
advanced $57,500 in funding in the form of notes payable to the Company.
 It is the intent of the Company to repay these notes upon the closing of a
major capital raise.  NOTE 11   STOCK-BASED COMPENSATION  In December 2004, the Financial Accounting Standard Board
(FASB) issued SFAS 123R, Share-Based Payments (SFAS No. 123R), a revision
of SFAS No. 123 Accounting for Stock-Based Compensation (SFAS No. 123),
which requires companies to measure all employee stock-based compensation awards
using a fair value method and record such expense in their financial statements.
 The Company adopted this standard effective December 1, 2006, and elected
the modified-prospective transition method.  Under the modified-prospective
transition method, awards that are granted, modified, repurchased or canceled
after the date of adoption should be measured and accounted for in accordance
with SFAS No. 123R.  The Company had no options outstanding prior to the
issuance of SFAS No. 123R.  On March 23, 2007, the GeNOsys, Inc. 2007 Stock Option
Plan (Stock Plan) was approved by the Board of Directors and became effective
on that date, subject to the Stock Plan being approved by the stockholders at
the annual meeting.  The Stock Plan provides that 3,000,000 shares of the
Companys authorized but unissued common  36     stock be reserved pursuant to
the terms and conditions of the plan.  On June 27, 2007, the annual meeting
of stockholders was held, at which time the stockholders approved the Stock
Plan.  The Stock Plan allows the Company, under the direction of the
Compensation Committee, to make broad-based grants of stock options, any of
which may or may not require the satisfaction of performance objectives, to
employees, consultants and non-employee directors.   In June and July
2007, the Board of Directors approved stock option grants to purchase 1,100,000
shares of common stock to certain employees, directors and consultants,
resulting in a non-cash charge of $574,321.  In November and December 2007,
the Board of Directors approved addition grants of 700,000 options to an
employee and a director, resulting in a non-cash charge of $329,335. The charge
is being expensed ratably over the shorter of the vesting period or the
requisite service period of the stock option grants.  A summary of the status of the
Companys option plans as of December 1, 2007, and changes during the year ended
November 30, 2008, is presented below:   Shares
Wtd. Avg.Exercise Prices
Wtd.
Avg.RemainingContractualLife

Aggregate Intrinsic ValueOutstanding
at November 30, 2006
-
$        -Granted
1,200,000
.66
8.58 yearsForfeited
-
-Outstanding
at November 30, 2007
1,200,000
.66Granted
600,000
.72
8.58 yearsForfeited
-
-Outstanding
at November 30, 2008
1,800,000
.68
8.58 years
$64,800Exercisable
at November 30, 2008
681,665
.66
8.58
years
$24,550Non-vested
at November 30,
2008
1,118,335
.69
8.58
years
$40,250   The following
table summarizes information about stock options outstanding at November 30,
2008: Options Outstanding
Options ExercisableRange ofExercise
Prices
NumberOutstandingas
of Nov. 30, 2008
Wtd.
Avg.RemainingContractualLife
Wtd.
Avg.ExercisePrice
NumberExercisableas
of Nov. 30, 2008
Wtd.
Avg.ExercisePrice$
.66
1,100,000
8.58
years
$
        .66
631,665
$
       .66.71
100,000
8.58
years
.71
50,000
.71.72
600,000
8.58
years
.72
-
-1,800,000

.68
681,665
.66    The fair value of each option
granted is estimated on the date of grant using the Black-Scholes option pricing
model.  The use of this valuation model requires the use of accounting
judgment and financial estimates, including estimates  37     of the
expected term employees will retain their vested warrants before exercising
them, the estimated volatility of our stock price, and the number of warrants
that will be forfeited prior to the completion of their vesting requirements.
Application of alternative assumptions could produce significantly different
estimates of the fair value of stock-based compensation and consequently, the
related amounts recognized in our statements of operations.  The following
weighted-average assumptions used for grants:  Grants made in June, July
and November, 2007: average risk-free interest rate of 5.25%; expected lives of
10 years; expected dividend yield of zero percent; expected volatility of 61.47%
to 68.88%.  The grant made in December, 2007: risk-free interest rate of
3.89%; expected life of 6.5 years; expected dividend yield of zero percent;
expected volatility of 62.75%.  For the year ended November 30, 2008 and
2007, the Company recognized stock based compensation expense of $321,126 and
$138,740, respectively.  As of November 30, 2008, total stock based
compensation related to non-vested awards not yet recognized was $443,788 with a
weighted average recognition period of 8.58 years.  As of November 30,
2007, total stock based compensation related to non-vested awards not yet
recognized was $493,318 with a weighted average recognition period of 9.62
years.  The weighted-weighted average
grant-date fair value of options granted during the years ended November 30,
2008 and 2007 was $0.45 and $0.52, respectively.  NOTE 12 SUBSEQUENT EVENTS  Stock Option Grant  Subsequent to November 30, 2008, the
Company granted stock options to a certain employee and a director of the
Company to purchase 900,000 shares of the Companys common stock.  Related Party Transaction  Subsequent to November 30, 2008, the Company has issued
convertible notes payable to an officer for funds provided to the Company.
 The notes were issued January 8, 2009, in the amount of $30,000, February
1, 2009, in the amount of $10,000, and on February 27, 2009, in the amount of
$4,200.  The notes bear interest at the rate of five percent per annum and,
at the election of the holder, may be converted into shares of restricted common
stock of the Company at the lower of the market rate on the date notice of
conversion is given or 125% of the closing price of the common stock on the date
the note was issued.  Stock Issued for Services  On December 31, 2008, the Company approved the issuance
of 1,000,000 shares of the Companys restricted common stock to Smith Consulting
Services for services rendered.  The closing price of the stock on December
31, 2008 was $0.20 per share, resulting in a $200,000 non-cash charge which the
Company will record in the first quarter of 2009.  Sale of Securities  On March 6, 2009, the Board of Directors approved the
issuance of 200,000 shares of the Companys restricted common stock in a private
placement to an accredited investor.  Net proceeds of $20,000 were received
from this private placement transaction.         [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]     38     Item 9.  Changes in
and Disagreements with Accountants on Accounting and Financial
Disclosure.  We had no disagreements on
accounting and financial disclosures with our accounting firm during the
reporting periods covered by this Annual Report.    Item 9A(T). Controls and Procedures  As of the end
of the period covered by this Annual Report, we carried out an evaluation, under
the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that information required to be disclosed is
recorded, processed, summarized and reported within the specified periods and is
accumulated and communicated to management, including our President and Chief
Financial Officer, to allow for timely decisions regarding required disclosure
of material information required to be included in our periodic Securities and
Exchange Commission reports.  Our disclosure controls and procedures are
designed to provide reasonable assurance of achieving their objectives and our
Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures are effective to a reasonable assurance level
of achieving such objectives. However, it should be noted that the design of any
system of controls 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,
regardless of how remote. In addition, we reviewed our internal controls, and
there have been no significant changes in our internal controls or in other
factors in the last fiscal quarter that has materially affected or is reasonably
likely to materially affect our internal control over financial reporting.  Managements
Annual Report on Internal Control over Financial Reporting.  Our management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
Our internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.  Our management,
with the participation of our Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of our internal control over financial
reporting as of November 30, 2008.  In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control -
Integrated Framework.  Based on this evaluation, our management, with the
participation of the President and Secretary, concluded that, as of November 30,
2008, our internal control over financial reporting was effective.  Inherent
Limitations Over Internal Controls  Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations, including
the possibility of human error and circumvention by collusion or overriding of
controls.  Accordingly, even an effective internal control system may not
prevent or detect material misstatements on a timely basis.  Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions or
that the degree of compliance with the policies or procedures may deteriorate.  Changes in
internal control over financial reporting  We have made
no change in our internal control over financial reporting during the last
fiscal year that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.     39     Attestation Report of the
Registered Public Accounting Firm  The annual
report does not include an attestation report of our independent registered
public accounting firm regarding internal control over financial reporting.
 Managements report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only managements report in this annual report on Form
10-K.     Item 9(B).  Other Information.  None; not applicable.          [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]      40     PART III     Item 10.  Directors, Executive Officers, and
Corporate Governance.  Identification of
Directors and Executive Officers  The following table sets
forth the names of all of our current directors and executive officers.
 These persons will serve until the next annual meeting of the stockholders
or until their successors are elected or appointed and qualified, or their prior
resignation or termination.  Name
Positions Held
Date of Election or
Designation
Date of Termination or
ResignationJohn W. R. Miller
Chief Executive Officer
and Director
8/18/2005
*Brett A. Blake
President
7/31/2007
*Keith L. Merrell
Chief Financial Officer
3/23/2007
*and TreasurerClark M. Mower
Director
Chairman of the Board
8/18/2005
3/23/2007
*
*Christie M. Jones
Secretary
8/18/2005
*John P. Livingstone
Director
3/23/2007
*Steven D. Minton, M.D.
Chief Medical Officer
Director
3/23/2007
11/15/2008
*   *
These persons presently serve in the capacities indicated.  Business
Experience  John W. R. Miller.
 Mr. Miller is our founder, serves as our Chief Executive Officer, and is
57 years old.  In 2003, he co-founded Alberta 1017975 with Christie W.
Jones, the predecessor to our Technology Rights.  From 2001 to 2003, Mr.
Miller was self-employed.  Mr. Miller was the President and a Co-Founder of
Pulmonox Medical Corp., a biotechnology corporation, where he worked from 1990
to 2001. He participated in the FDA approval process for inhaled nitric oxide
therapy. Mr. Miller sold his interest in Pulmonox in 2001.  Mr. Miller
received a B.S. Degree in Education/Business from Brigham Young University in
1972.  Brett A. Blake.
 Mr. Blake is our President and is 41 years old.  He joined our
Company in July, 2007.  Mr. Blake is a PepsiCo-trained senior executive
with fifteen years experience in strategic marketing and an expert in leading
strong sales initiatives.  He served three years as Managing Partner of
Blake Capital, LLC, a regional investment firm.  From 1999 to 2004 Mr.
Blake served as Vice President of Marketing for USANA Health Sciences, Inc.,
directing their global marketing activities and strategic planning.
 Previous to that, he spent two years with Frito-Lay, Inc., a subsidiary of
Pepsi-Co, developing and managing marketing activities, new product launches and
promotions.  Mr. Blake received a B.A. degree in Communications from
Brigham Young University and an M.B.A. from Harvard University.  Steven D. Minton,
M.D.  Dr. Minton serves as our Chief Medical Officer and is a Director
of our Company.  He is 63 years old.  Dr. Minton is the Chief of
Neonatology at Utah Valley Regional Medical Center and the  41     Intermountain Health Care
Urban South Medical Director of Newborn Services.  As a practicing
physician for 31 years with a specialty and intense interest in the care of the
critically ill new born, Dr. Mintons expert knowledge and the scope of his
understanding of the efficacy of the Companys research, products and devices in
unparalleled.  Dr. Minton is a widely published and a recognized expert in
neonatal care using nitric oxide gas inhalation therapy and has been nationally
recognized for his ongoing research.  Dr. Minton received a Bachelor of
Science degree from the University of Cincinnati and a Doctor of Medicine from
the University of  Cincinnati School of Medicine.  Keith L. Merrell.
 Mr. Merrell is our Chief Financial Officer, Treasurer and General Manager;
he is 63 years old. He joined our Company in February 2007.  Mr. Merrell
draws on 28 years of accounting experience to manage all of our accounting
functions and to interface with our independent public accountants.  He
spent two years in the field of public accounting, and served as Chief Financial
Officer or Controller of five companies prior to his joining us.  His
business career also includes extensive experience in management, sales and
marketing, and consulting.  He served as both Chief Financial Officer and
Controller of Specialized Health Products International, Inc., a manufacturer of
safety medical devices, from 2000 to 2007, and as Vice President-Western
Operations for Michelex, an injection molding company with corporate
headquarters in New York, from 1998 to 2000.  From 1991 to 1998 he served
as Director of Finance for The Duplication Group, planning, implementing, and
bringing online the first compact disc manufacturing facility in the
intermountain area.  He graduated from Arizona State University with a B.S.
degree in Accounting.  Clark M. Mower.  Mr. Mower is one of our directors, and he is 62 years old.
 From January 2005 to the present, Mr. Mower has been the President/CEO and
a director of Flexpoint Sensor Systems, Inc., a producer of sensors for
automotive and industrial uses.  His responsibilities include all areas of
management, including staffing and financial responsibilities of a growing
sensor company.  From August 2002 to the present, Mr. Mower has also served
as a co-founder and managing member of Polar Energy, LLC, of Mountain Green,
Utah, and Littleton, Colorado, which provides consulting services to companies
that are considering divestiture, mergers or acquisitions.  From January
2000 to August 2002, Mr. Mower was Senior Vice President, Mergers and
Acquisitions, Merchant Energy Group, with El Paso Energy in Golden, Colorado,
where he worked on or lead teams that successfully closed power related
acquisitions and divestitures.  Christie M. Jones.
 Ms. Jones is 26 years old.  Ms. Jones co-founded Alberta 1017975.
 In the fall of 2003, she became President of GeNOsys Canada, a
biotechnology corporation.  Ms. Jones served as Executive Assistant to John
W.R. Miller, where her responsibilities included tracking nitric oxide research
projects.  Ms. Jones studied mathematics at Grant MacEwan Community College
in Edmonton, Alberta, Canada.  John P. Livingstone.
 Dr. Livingstone, a Ph.D. is a director of our Company and is 57 years old.
 In addition to his practice as a psychologist, Dr. Livingstone has served
as an educator, both in Canada and the United States, and is currently a
professor at Brigham young University.  Dr. Livingstone has published and
been a contributor to a number of books, as well as writing and/or presenting
numerous articles and papers.  His work has earned him recognition among
his peers for his distinguished service.  Dr. Livingstone received a B.S.
degree in Biology/Chemistry from the University of Alberta in 1974, a Master of
Education degree in Guidance and Counseling from the University of Regina, and a
Doctor of Education degree in Counseling and Personnel Services from Brigham
Young University.  Significant
Employees  There are no employees who
are not executive officers who are expected to make a significant contribution
to our Companys business.  Family
Relationships  There are no family
relationships between any director or executive officer.    42     Involvement
in Certain Legal Proceedings  During the past five years,
no present or former director, executive officer or person nominated to become a
director or an executive officer of our Company:  (1)
was a general partner or executive officer of any business against which any
bankruptcy petition was filed, either at the time of the bankruptcy or two years
prior to that time;  (2)
was convicted in a criminal proceeding or named subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);  (3)
was subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or  (4)
was found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.  Promoters and control
person.  See the heading Transactions with Related Persons
below.  Compliance with Section
16(a) of the Exchange Act  Our executive officers,
directors, and 10% stockholders are required under the Securities Exchange Act
of 1934 to file reports of ownership and changes in ownership with the
Securities and Exchange Commission.  Copies of these reports must also be
furnished to us.  Based solely on a review of
the copies of reports furnished to us, or written representations that no
reports were required, we believe that during the fiscal year ended November 30,
2008, our executive officers, directors and 10% stockholders complied with all
filing requirements.  Code of Ethics  We adopted a Code of Ethics
for our Chief Executive Officer or our Chief Financial Officer and attached a
copy of our Code of Ethics as an exhibit to our Form 10-KSB for the year ended
November 30, 2005.  See Part III, Item 15.  A copy of our Code of
Ethics will be provided, free of charge, upon request to us at the address and
telephone number listed on the cover page of this Annual Report.  Corporate
Governance  Director
Independence  Only one of our directors,
John P. Livingstone, presently qualifies as an independent director.  None
of our other directors presently qualify as independent directors due to the
percentage of ownership and/or affiliation with us as an employee or
consultant.  Board Meetings and
Committees; Annual Meeting Attendance  During the year ended
November 30, 2008, three Board meetings were held.  No annual meeting was
held during  43     the fiscal year ended November
30, 2008.  Nominating Committee
Corporate Governance Committee  We have not established a
nominating and corporate governance committee because, due to our lack of
substantial operations and the fact that we only have four directors and
executive officers, we believe that our Board of Directors is able to
effectively manage the issues normally considered by a nominating and corporate
governance committee.  Following an increase in our current operations, a
further review of this issue will no doubt be necessitated and undertaken by our
management.  Audit Committee  Our full Board of Directors
currently serves as our Audit Committee.  We have not yet established an
independent audit committee; we do not believe the lack of an independent audit
committee will have any adverse effect on our financial statements, based upon
our current business operations.  We will continue to assess the point at
which an independent audit committee will be necessary in the future.  Compensation
Committee  We have not established a
compensation committee because, due to our lack of substantial operations and
the fact that we only have four directors and executive officers; we believe
that we are able to effectively manage the issues normally considered by a
compensation committee.  Following an increase in our current operations, a
further review of this issue will no doubt be necessitated and undertaken by our
management.  Shareholder
Communications  Although we do not have a
formal policy regarding communications with the Board of Directors, stockholders
may communicate with our Board of Directors by writing to us at:  GeNOsys,
Inc., Attention: Investor Relations, 280 West Riverpark Dr., Suite 300, Provo, UT
84604.  Stockholders who would like their submission directed to a
particular member of the Board may so specify, and the communications will be
forwarded to that director, as appropriate.     Item 11. Executive Compensation.  COMPENSATION DISCUSSION
AND ANALYSIS  Compensation
Objectives  Our compensation philosophy
is to align executive compensation with the interests of stockholders, attract,
retain and motivate a highly competent team of executives, and link pay to
performance.  Base Salary  Base salaries for our
executives depend on the scope of their responsibilities and their performance.
 Base salary is designed to compensate the executives for services rendered
during the year.  These salaries are compared to amounts paid to the
executives peers outside our Company.  As we have not yet established a
Compensation Committee, salary levels are typically reviewed annually by the
Board of Directors performance review process, with increases based on the
assessment of the performance of the executive.  Long-term Compensation  The Board of Directors
determined that long-term incentive compensation would be in the form of stock
options granted.  We have a stock option plan and implemented which has
been approved by the shareholders to provide  44     long-term compensation to
directors and employees of the company.  Perquisites  The only material
perquisite provided to our executive officers is reimbursement for use of a
personal automobile while engaged on company business.  Retirement
Benefits  As a development stage
company, we have no retirement benefits currently in place.  It is the
intent of the company to add such benefits at a future date.  Employee
agreements  We have not entered into
employment contracts with our executive officers and their compensation is
determined at the discretion of our board of directors.  Compensation  The following table shows
the compensation paid to our principal executive officer, principal financial
officer, and our most highly compensated executive officer for the last three
fiscal years:   SUMMARY COMPENSATION TABLE  Name and Principal Position
Year
Salary ($)
Bonus ($)
Stock Awards ($)
Option Awards(2) ($)
Non-Equity Incentive Plan Compensation
($)
Nonqualified Deferred Compensation
Earnings ($)
All Other Compensation ($)
Total
($)John W.R. Miller, CEO and Director
2008
2007
2006
$120,000 (1)
$120,000
$120,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
$120,000
$120,000
$120,000Keith L. Merrell, Chief Financial Officer
2008
2007
$120,000 (1)
$  69,923
(2)
0
0
0
0
0
$208,444
0
0
0
0
0
0
$120,000
$278,367Stephen D. Minton, Chief Medical Officer and
Director.
2008
2007
$140,000 (1)
0
0
0
0
0
$271,598
$208,444
0
0
0
0
0
0
$411,598
$208,444   (1) Only a portion of the 2008
salary amounts represented have been paid.  All unpaid amounts have been
accrued.  At November 30, 2008, salaries accrued and unpaid were:
 John W.R. Miller - $23,000; Keith L. Merrell - $46,750; and Stephen D.
Minton - $110,000.  45     (2) The 2007 salary for Mr. Merrell is a
partial year salary, representing payments from his hire date of February 17,
2007, through the end of the fiscal year.  Outstanding Equity
Awards  The following table shows
outstanding equity awards granted to the above named executive officers as of
November 30, 2008:  Option Awards
Stock AwardsName
















(a)
Number of Securities Underlying
Unexercised Options
(#)
Exercisable










(b)
Number of Securities Underlying
Unexercised Options
(#)
Unexercisable










(c)
Equity Inventive Plan Awards:
Number of Securities Underlying
Unexercised Unearned Options
(#)







(d)
Option Exercise Price
($)













(e)
Option Exercise Date














(f)
Number of Shares
or Units
of
Stock
That
Have
Not
Vested
(#)







(g)
Market
Value
Of
Shares
Or
Units
Of
Stock
That
Have
Not
Vested
($)




(h)
Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)


(i)
Equity
Incentive
Plan
Awards:
Market
Or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)

(j)John W.R. Miller, CEO and Director
0
0
0
0
0
0
0
0
0Keith L. Merrell, Chief Financial Officer
141,665
258,335 (1)
0
$0.66
06/26/2017
0
0
0
0Stephen D. Minton, Chief Medical Officer and
Director
190,000
0
210,000 (2)
600,000 (3)
0
0
$0.66
$0.72
06/26/2017
06/26/2017
0
0
0
0John P. Livingstone, Director
50,000
0
0
$0.66
6/26/2017
0
0
0
0  (1) Options for 8,333 vest on the
27th day of each month until all options are vested. (2) Options for 30,000 vest on
December 27, 2008, and continue vesting at the rate of 30,000 on the
27th day of the last month in each subsequent quarter until all
options are vested. (3) Options for 200,000 vest on December
3, 2008; options for 200,000 vest on December 3, 2009; options for 200,000 vest
on December 3, 2010.   46     Termination
of Employment and Change of Control Agreements  There are no employment
contracts, compensatory plans or arrangements, including payments to be received
from us with respect to any director or executive officer of ours which would in
any way result in payments to any such person because of his or her resignation,
retirement or other termination of employment with us, any change in control of
our Company, or a change in the persons responsibilities following a change in
control of our Company.  Compensation of Directors  Our Chairman receives
$3,000 per month for serving as Board Chairman.  Our outside director is
not paid cash compensation but is granted stock options for his service.
 Employee directors receive no compensation for their board service.
 The following table provides information on compensation provided each of
our directors:   Name
Fees Earned or Paid in Cash
($)
Stock Awards ($)
Option Awards
($)
Non-Equity Incentive Plan Compensation
($)
Change in Pension Value and
Nonqualified Deferred Compensation Earnings
($)
All Other Compensation ($)
Total
($)Clark M. Mower
$36,000
 (1)
0
0
0
0
0
$36,000John W.R. Miller
0
0
0
0
0
0
0Stephen D. Minton
0
0
0
0
0
0
0John P. Livingstone
0
0
$26,106
(2)
0
0
0
$26,106   (1) Fees of $36,000 due Mr. Mower for the
year ended November 30, 2008, have been accrued but are unpaid as of the date of
this report.  (2) Mr. Livingstone was granted options
to purchase 50,000 shares of stock effective June 27, 2007.  The amount
reflected in the above table represents tha value calculated for the stock grant
using the Black-Scholes pricing model.     Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.  Security Ownership of
Certain Beneficial Owners  The following table lists
the beneficial ownership of our outstanding common stock by our management and
each person or group known to us to own beneficially more than 5% of our
outstanding common stock.  Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or investment power with
respect to securities.  Based on these rules, two or more persons may be
deemed to be the beneficial owners of the same securities.  Except as
indicated by footnote, the persons named in the table below have sole voting
power and investment power with respect to the shares of common stock shown as
beneficially owned by them.  The percentage of beneficial ownership is
based on 47,666,774 shares of common stock outstanding as of March 12,  47     2009, plus any shares which
each of the following persons may acquire within 60 days by the exercise of
rights, warrants and/or options.  CERTAIN
BENEFICIAL OWNERSName and address of
beneficial owners
Amount and nature of
beneficial owner
Percent
of classFirst
Equity Holdings Corp.
John W.R. Miller
260 W. Riverpark Drive
Provo, UT 84604
21,621,244
(1)
45.4Clark M. Mower
280 W. Riverpark Drive
Provo, Utah 84604
7,482,864
(2)
15.7Stephen D. Minton
280 W. Riverpark Drive
Provo, UT 84604
2,950,000
(3)
6.2Keith L. Merrell.
280 W. Riverpark Drive
Provo, UT 84604
403,330
(4)
*Brett A. Blake
280 W. Riverpark Drive
Provo, UT 84604
100,000
(5)
*John P. Livingston
280 W. Riverpark Drive
Provo, UT 84604
50,000
(6)
*Christie Jones
280 W. Riverpark Drive
Provo, UT 84604
75,000
(7)
*Directors and officers as a
group
32,682,438
68.6  (1) Includes 21,251,244 shares owned by
Mr. Miller, 250,000 shares owned by Mr. Millers children, and 120,000 shares
held jointly with Christie Jones.  (2) Includes 6,482,864 shares owned by
Mr. Mower and 1,000,000 shares held in a partnership, of which Mr. Mower is the
general partner.  (3) Includes 2,500,000 shares owned by
Dr. Minton and vested options to purchase 450,000 shares of common stock.  (4) Includes 200,000 shares owned by Mr.
Merrell, 20,000 shares owned by Mr. Merrells children, and vested options to
purchase 183,330 shares of common stock.  (5) Includes vested options entitling Mr.
Blake to purchase 100,000 shares of common stock.  48      (6) Includes vested options entitling Mr.
Livingstone to purchase 50,000 shares of common stock.  (7) Includes 75,000 shares owned by Ms.
Jones.  Does not include joint ownership of 120,000 shares held jointly
with Mr. Miller.  See Note 1.  Changes in Control  There are no present arrangements or pledges of our
securities which may result in a change in control of us.  Securities Authorized for Issuance under Equity
Compensation Plans  The following table lists
the securities authorized for issuance under any equity compensation plans
approved by our shareholders and any equity compensation plans not approved by
our shareholders as of November 30, 2008.  EQUITY COMPENSATION PLAN INFORMATIONPlan
category
Number of
securities to be issued upon exercise of outstanding options, warrants and
rights
(a)
Weighted-average
exercise price ofoutstanding options,
warrants and
rights
(b)
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column (a))
(c)Equity
compensation plans  approved by security holders
1,800,000
$ ..68
1,200,000Equity
compensation plans
not
approved by security holders
0
0
0Total
1,800,000
$ 0.68
1,200,000  2007 Stock Option
Plan  On March 23, 2007, the
GeNOsys, Inc. 2007 Stock Option Plan (Stock Option Plan) was approved by our
Board of Directors and became effective on that date, subject to the Stock
Option Plan being approved by our stockholders at the annual meeting.  The
Stock Plan provides that 3,000,000 shares of our authorized but unissued common
stock be reserved pursuant to the terms and conditions of the plan.  The
Stock Plan was approved by a vote of stockholders at the Annual Meeting held
June 27, 2007.  The Stock Plan allows the Board of Directors, under the
direction of the Compensation Committee, to make broad-based grants of stock
options, any of which may or may not require the satisfaction of performance
objectives, to employees, consultants and non-employee directors.  The Plan became effective
upon the date of shareholder approval and shall continue in effect for a term of
ten (10) years, unless terminated.  The maximum aggregate number of shares
of common stock that may be sold under the Plan is 3,000,000 shares.  The
term of each option and its exercise price shall be stated in an option
agreement; provided that the term does not exceed ten (10) years from the date
of grant.  The plan provides that a grant of a stock option to an employee
shall have an exercise price no less than the fair market value of a share of
common stock on the date on which the option is granted.  As a condition of
the grant, vesting or exercise of an option granted under the Plan, the
participant shall be required to satisfy any applicable federal, state, local or
foreign withholding tax obligations that may arise in connection with the grant,
vesting or exercise of the option or the issuance of shares.   49     The
Plan is to be administered by our Compensation Committee.  Until a
Compensation Committee is formed the Board of Directors will administer the
Plan.  The Board may from time to time increase the size of any
Compensation Committee and appoint additional members, remove members (with or
without cause) and appoint new members in substitution, fill vacancies and/or
remove all members of the committee.  The Compensation Committee may be
composed of employee/director(s), non-employee/director(s) and/or major
stockholder(s) of the company who are not a director.  Non-statutory stock options
may be granted to employees, directors and consultants who have the capacity to
contribute to the success of the company.  Incentive stock options may be
granted only to employees, provided that employees of affiliates shall not be
eligible to receive incentive stock options.     Item 13. Certain Relationships and Related
Transactions, and Directors Independence.  Transactions with
Related Persons  There have been no material
transactions involving $60,000 or more between us or our subsidiaries and/or our
directors, executive officers or five percent stockholders other than
compensatory arrangements that are detailed in the Executive Compensation
Discussion and Analysis.  Promoters and Certain
Control Persons  See the heading
Transactions with Related Persons above.  Parents of the Smaller
Reporting Company  We have no parents.  Director
Independence  We believe John P.
Livingstone is an independent director as defined under NASD Rule
4200(a)(15).     Item 14. Principal Accountant Fees and
Services.  Accountant Fees  The following table
presents the aggregate fees billed for each of the last two fiscal years by our
principal accountant, Mantyla McReynolds LLP, Certified Public Accountants, in
connection with the audit of our financial statements and other professional
services rendered by that firm.  2008
2007Audit fees
$ 41,111
$
21,975Audit-related fees
0
453Tax related fees
$
     610
$
     400All other fees
0
0Total
Fees
$
 41,721
$
22,828  Audit fees represent the
professional services rendered for the audit of our annual financial statements
and the review of our financial statements included in quarterly reports, along
with services normally provided by the accountant in connection with statutory
and regulatory filings or engagements.  Audit-related fees represent  50     professional services rendered
for assurance and related services by the principal accountant that are
reasonably related to the performance of the audit or review of our financial
statements that are not reported under audit fees.  Audit-related Fees-
Consists of fees for assurance and related services by our principal accountants
that are reasonably related to the performance of the audit or review of our
financial statements and are not reported under Audit fees.  Tax fees represent
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning.  All other fees represent fees billed for
products and services provided by the principal accountant, other than the
services reported for the other categories.  All Other
Fees- Consists of fees for products and services provided by our
principal accountants, other than the services reported under Audit fees,
Audit-related fees, and Tax fees above.  Policy on Audit
Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors  Our audit committee makes
recommendations to our board of directors regarding the engagement of an
auditor.  Before the auditor renders audit and non-audit services our board
of directors approves the engagement.  Our audit committee does not rely on
pre-approval policies and procedures.         [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]  51     PART
IV  Item 15.  Exhibits and Financial Statement
Schedules  Exhibit No.
             Description
of Exhibit   3.1 Articles of Incorporation filed as an
Exhibit to our Registration Statement on Form 10-SB filed May 14, 2002.  3.2 By-laws filed as and Exhibit to our
Registration Statement on Form 10-SB filed May 14, 2002.  3.3 Amendment to the Articles of
Incorporation dated September 12, 2005, filed as Exhibit 3.3 of our Form 10-KSB
Annual Report for the fiscal year ended November 30, 2005.  3.4 Amendment to the By-Laws dated June
18, 2004, filed as Exhibit 3.4 of our Form 10-KSB Annual Report for the fiscal
year ended November 30, 2005.  14 Code of Ethics filed as Exhibit 14 to
our Form 10-KSB Annual Report for the fiscal year ended November 30, 2005.  21 Subsidiaries, filed as Exhibit 21 of
our Form 10-KSB Annual Report for the fiscal year ended November 30, 2005.  Registration statement on Form 10-SB
filed May 14, 2002, as amended on September 10, 2002, November 19, 2002 and
December 9, 2002*  Annual Report on Form 10KSB for the
fiscal year ended November 30, 2005, and filed on March 7, 2006*  Annual Report on Form 10KSB for the
fiscal year ended November 30, 2006, and filed on March 15, 2007*  Current Report on Form 8-K dated
January 22, 2008, and filed February 12, 2008*  Annual Report on Form 10-KSB for the
fiscal year ended November 30, 2007, and filed on February 28, 2008*  *   Referenced for
additional information.  31.1 Certification of John W. R. Miller
under Section 302 of the Sarbanes-Oxley Act of 2002.  31.2 Certification of Keith L. Merrell
under Section 302 of the Sarbanes-Oxley Act of 2002.  32           
   Certification of John W.R. Miller and Keith L. Merrell pursuant to
18 U.S.C. Section 1350, as Adopted           52     SIGNATURES  Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized.  GeNOsys,
Inc.  Date: 3/12/2009
                 By/s/John
W. R. Miller John
W. R. Miller, Jr., Director and
Chief Executive Officer  Date: 3/12/2009
                 By/s/Brett
A. Blake Brett
A. Blake President  Date: 3/12/2009
                 By/s/Keith
L. Merrell Keith
L. Merrell Chief
Financial Officer and Treasurer  Date: 3/12/2009
                 By/s/Clark
M. Mower Clark
M. Mower, Director and Chairman
of the Board  Date: 3/12/2009
                 By/s/John
P. Livingstone John
P. Livingstone Director  Date: 3/12/2009
                 By/s/Stephen
D. Minton, M.D. Stephen
D. Minton, M.D., Director and
Chief Medical Officer     53