SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
      January 28, 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.2
 Filed on:  January 27, 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.   Description of Luntz Acquisition (D elaware), LLC and PSC, LLC, page 52

1. We note your response and revised disclosure  in response to co mment four of our
letter dated January 21, 2010, that “a PSC entity has provided $14 million in cash
to Luntz Acquisition (Delaware) LLC., whic h is to be held in an account of
Luntz....”  Please tell us and to the extent  applicable, revise your disclosure to
indicate whether the deposit of funds wa s evidenced by a receipt delivered to the
company’s management or other form of  written acknowledgment that the funds
required to complete the transaction we re deposited into Luntz’ bank account.

California Living Waters Consolidated Statements of Operations, page 67
2. Please revise pages 67 and 98 to reclassify  the 2009 loss on sale of property as an
operating expense pursuant to Codifica tion Topic 360.10.45-5. It appears that the
impact on reported operating income a pproximates 47%. The 8-K/A should be
similarly revised.

Mr. Timothy J. Koziol
General Environmental Management, Inc. January 28, 2010
Page 2

Unaudited Pro Forma Consolidated Statem ents of Continuing Operations, page 98
3. Please explain to us why the pro forma statements of operations on pages 98-100
were revised to include the discontinued operations line item.  In this regard,
Instruction 1 to Article 11-02 of Re gulation S-X specifica lly prohibits the
presentation of discontinue d operations on the pro forma statements of operations.
It appears that the presen tation and the EPS data in the proxy and in the 8-K/A
should be revised.
4. Please revise pages 98-100 to delete the tax provision pro forma adjustment.
Article 11-02(b)(5) of Regulation S-X requi res that nonrecurring charges directly
attributable to the transaction be excl uded from the pro forma Statements of
Operations and instead be disclosed in the footnotes. The 8-K/A should be
similarly revised.

* * *

 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:  ‚ 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.

Mr. Timothy J. Koziol
General Environmental Management, Inc. January 28, 2010
Page 3

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