SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
      January 11, 2010
 Mail Stop 4631
Via U.S. mail

Timothy J. Koziol Chief Executive Officer General Environmental Management, Inc. 3191 West Temple Avenue, Suite 250 Pomona, CA 91768  Re: General Environmental Management, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed on:  December 18, 2009  File No.:  033-55254-38

Dear Mr. Koziol:
We have limited our review of your filing to those issues we have addressed in
our comments.  If you disagree, we will c onsider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note you plan to dispose of your primary operating subsidiary, General
Environmental Management.  We further note you purchased all the outstanding
capital stock of California Living Waters  (CLW) in November 2009.  It appears
that CLW will be the continuing business after you dispose of General Environmental Management, Inc.  We note you have not included audited and
interim financial statements for CLW in  your filing, which would be useful to
your investors to assess the continuing operations. See the analogous guidance in
Article 8-04(c)(4) of  Regulation S-X.

Mr. Timothy J. Koziol
General Environmental Management, Inc. January 11, 2010
Page 2

2. Please revise your filing to present pro forma operating information for the two
years ended December 31, 2008.
3. Please revise your filing to present a pro forma income statement for the latest
fiscal year for California Living Waters  (CLW) pursuant to paragraph B(2) of
Rule 8-05 of Regulation S-X.

Reasons for the Sale; Recommendation of the Company’s Board of Directors, page 30
4. We note disclosure on page 31 stating that  one of the factors considered by the
management and the board in deciding to  approve the stock purchase agreement
was the value of the consid eration to be received by the company.  We also note
that there is no disclosure about a fairness opinion give n by a financial advisor to
help the board determine whether the consid eration payable by Luntz is fair to the
company’s stockholders from a financial po int of view.  As applicable, please
disclose why the board made the determ ination not to obtain a fairness opinion
and how it concluded that the consid eration was fair to the company’s
stockholders.

Description of Luntz Acquisition (D elaware), LLC and PSC, LLC, page 51
5. We note that you have not provided info rmation about the buyer as required by
Item 14(c)(1) of Schedule 14A, including fi nancial statements for the latest two
fiscal years and the applicable inte rim periods.  Although this is a cash
transaction, the transaction is subject to  approval by the company’s stockholders
and there is no disclosure in  the filing about the buyer’s ab ility to comply with the
terms of the stock purchase agreement.  Please advise.  For additional guidance, please see Instruction 2(a) to Item 14 of Schedule 14A and Question H.5 in the
Third Supplement of Manual of Publicly  Available Telephone Interpretations
regarding proxy rules found in the Commission’s website at http://www.sec.gov/interps/ telephone/phonesupplement3.htm
.

Unaudited Pro Forma Consolidated Balance Sheet, page 70
6. We note your pro forma adjustment 2(b)  of $2.8 million and on page 73 you state
the cash proceeds of $14 million were netted  against certain items. Please revise
your filing to present the reconciling items .  Specifically, show a reconciliation
starting with $14 million, the items bei ng deducting and the ending balance of
$2.8 million.
7. We note your pro forma adjustment 2(c)  of $9.3 million and on page 73 you state
this adjustment includes the transfer to Buyer of assets and liabilities with a net
book value of $2.7 million as of Septembe r 30, 2009.  Please revise your filing to
present a reconciliation that agrees back to the $9.3 million presented.

Mr. Timothy J. Koziol
General Environmental Management, Inc. January 11, 2010
Page 3

Unaudited Pro Forma Consolidated Statem ents of Continuing Operations, page 72
8. Please revise your pro forma income stat ement to present income/(loss) from
continuing operations before nonrecurring char ges or credits dire ctly attributable
to the transaction.  Specifi cally, please conclude your pro forma income statement
at loss from continuing operations rather than net income/(loss).  Refer to paragraph 5 to Article 11 of Regulation S-X for guidanc e.  Please include footnote
disclosure that calculates the gain or loss related to the disposal of General
Environmental Management, Inc.
9. Please revise to present historical basi c and diluted per share data based on
continuing operations and pro forma basic and diluted per share data on the face of the pro forma statement of operations.  Refer to paragraph 7 to Article 11 of
Regulation S-X for guidance.

Pro forma Adjustments, page 73
10. You state on page 35 that the purchase price will be subject to a downward
adjustment if the Net Working Capital amount is less than $0.  If  the transaction is
structured in such a manner that sign ificantly different results may occur,
additional pro forma presentations should be  made which give effect to the range
of possible results.  Please refer to Rule  11-02 (b)(8) for guidance.  Furthermore,
please disclose the gain on sale calculat ions (1) assuming that you receive the full
consideration of $14 million, and (2) a ssuming that you receive the smallest
amount of proceeds deemed reasonably possible by management.

* * *

 As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

Mr. Timothy J. Koziol
General Environmental Management, Inc. January 11, 2010
Page 4

 ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Divi sion of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Tracey McKoy, Staff Accountant, at (202) 551-3772 or Al
Pavot, Senior Staff Accountant, at (202)  551-3738 if you have questions regarding
comments on the financial statements and rela ted matters.  Please contact Era Anagnosti,
Staff Attorney, at (202) 551-3369 or Craig Slivka, Special Counsel, at (202) 551-3729
with any other questions.
Sincerely,

Pamela A. Long Assistant Director
  Cc: Stanley Moskowitz, Esq.
      Via Facsimile at (858) 523-0444