SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
      January 21, 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 Amendment No.1
 Filed on:  January 13, 2010  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.  We welcome any ques tions you may have about our comments or
any other aspect of our review.  Feel free to call us at the te lephone numbers listed at the
end of this letter.   General

1. We have read your response to comment  one of our letter dated January 11, 2010,
and note that you plan to f ile audited financial statem ents of CLW on Form 8-K
on or before January 26, 2010.  We note th at cash proceeds from the sale will be
used to retire senior debt, a condition of the CLW acquisition, and to pay other
obligations in connection with the acquisi tion of CLW.  Since the sale is being
made to facilitate the acquisition of CLW (the sole continuing business post disposition of GEM) and shareholders di d not have an opportunity to vote on the
acquisition, please provide the informati on required by Item 14 of Schedule 14A,
including audited financial statements fo r the latest fiscal year and unaudited
interim financial statements for CLW in your filing.  Please refer to Note A to
Schedule 14A.
2. Please tell us how you considered the re quirements of Item 9.01(c) to Form 8-K
in concluding that you had an additional 71 da ys to file the financial statements of
CLW.  Discussions regarding the sale  of GEM DE began in July 2009, and a

Mr. Timothy J. Koziol
General Environmental Management, Inc. January 21, 2010
Page 2

letter of intent was proffered by PSC on September 25, 2009.  Given the plan to
dispose of all of your preexisting opera tions, please tell us how you determined
that these assets and operations would not  be considered “nominal” for purposes
of the definition of a shell company in Securities Act Rule 405 and Exchange Act
12b-2.

Reasons for the Sale; Recommendation of the Company’s Board of Directors, page 30
3. We note your disclosure on top of page 32 in response to comment four of our
letter dated January 11, 2010.  Please expa nd your disclosure about the type of
informal survey the board conducted, th e nature of the data that the board
reviewed and took into consideration, and how this analysis affected the board’s
decision to approve the tran saction and recommend it to the shareholders for their
approval.  In addition, please further ela borate on your disclosure that the board
conducted “an overview of non-favorable ec onomic trends” to explain what they
are and how they fit into  the board’s analysis an d decision regarding the
transaction with Luntz.  Please also discuss all material  components of your
decision and potential risks that the bo ard considered during its decision-making
process.

Description of Luntz Acquisition (D elaware), LLC and PSC, LLC, page 51
4. We note your revised disclosure in respons e to comment five of our letter dated
January 11, 2010 that the company does not  have the financial statements of
Luntz, a private company.  Item 14(c )(1) of Schedule 14A requires that you
provide information about the buyer in accordance with Part B of Form S-4,
which requires disclosure of not only fina ncial information, but also disclosure
about the buyer’s business,  properties, legal proceed ings and market, all in
accordance with Items 101, 102, 103 and 201 of Regulation S-K (see Item 14 of
Form S-4).  Since you have provided no di sclosure about the buyer’s ability to
comply with the terms of the stock pu rchase agreement, but instead you are
warning your shareholders that Luntz ma y not complete the sale, we are re-
issuing our prior comment five.  Please advise or revise.

* * *

 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

Mr. Timothy J. Koziol
General Environmental Management, Inc. January 21, 2010
Page 3

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:  ‚ 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