SecProbe.io

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 gevi_coresp.htm August 8, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: General Enterprise Ventures, Inc. Registration Statement on Form S-1, as amended File No. 333-282611 Request for Acceleration of Effective Date Dear Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “ Securities Act ”), General Enterprise Ventures, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced registration statement on Form S-1, as amended (the “ Registration Statement ”), so that it becomes effective as of 4:00 p.m. Eastern Time on Mondy, August 11, 2025, or as soon thereafter as possible. If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Company. The Company understands that the representative of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today. [Signature Page Follows] 1 Very truly yours, GENERAL ENTERPRISE VENTURES, INC. By: /s/ Theodore Ralston Name: Theodore Ralston Title: President 2

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 gevi_corresp.htm August 8, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: General Enterprise Ventures, Inc. Registration Statement on Form S-1, as amended File No. 333-282611 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “ Securities Act ”), Univest Securities, LLC, as the representatives of the several underwriters, hereby join in the request of General Enterprise Ventures, Inc. for acceleration of the effective date of the above-referenced registration statement on Form S-1, as amended (the “ Registration Statement ”), so that it becomes effective as of 4:00 p.m. Eastern Time on Monday, August 11, 2025, or as soon thereafter as possible. Pursuant to Rule 460 of the General Rules and Regulations of the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. The undersigned has and will comply, and it has been informed or will be informed by any participating dealers that they have complied or will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. 1 [Signature Page to Follow] Very truly yours, UNIVEST SECURITIES, LLC on behalf of itself and as a representative of the Underwriters By: /s/ Bradley Richmond Name: Bradley Richmond Title: Chief Operating Officer [Signature Page to Underwriter’s Acceleration Request] 2

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 gevi_corresp.htm VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Mr. Conlon Danberg Ms. Margaret Sawicki Re: General Enterprise Ventures, Inc Amendment No. 5 to Registration Statement on Form S-1 Filed June 26, 2025 File No. 333-282611 Ladies and Gentlemen: We are submitting this letter on behalf of General Enterprise Ventures, Inc. (the “ Company ”) in response to comments from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) received by electronic mail dated June 20, 2025 relating to the Company’s Amendment No. 4, filed June 12, 2025, to the Registration Statement on Form S-1 (Registration No. 333-282611) filed with the Commission on October 11, 2024 (as amended, the “ Registration Statement ”). Amendment No. 5 to the Registration Statement (“ Amendment No. 5 ”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in italics. In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update its financial statements and other disclosures. In connection with responding to these comments, the Company acknowledges that: The Company is responsible for the adequacy and accuracy of the disclosure in the filings, including all information required under the Securities Act of 1933, as amended, and all information investors require for an informed decision; Staff comments, changes to disclosure in response to staff comments and/or declaration of effectiveness does not foreclose the Commission from taking any action with respect to the filing; and The Company may not assert staff comments or declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Amendment No. 4 to Registration Statement on Form S-1 filed June 12, 2025 Business Patents, trademarks and licenses and their duration, page 55 1. We note your response to prior comment 6 and reissue the comment in part. The application title for patent 225-100USA000 still references a 20 May 2025 filing deadline. Please update this disclosure or advise. Additionally, please clarify the type of patent protection reflected by the “Pending Fire-Protected Product” and “Granted Fire-Protected Product” headers in the table and note whether there is a difference between the patents marked with an "X" and those marked with a "Y." Finally, please ensure the type of patent protection is noted for each patent in the table. It appears that no boxes were checked for patents 200-054PCT000 and 225-092PCT000. In response to the Staff’s comment, the Company has updated the disclosure on pages 41-56 of Amendment No. 5. Specifically, (i) the correct title of invention for patent 225-100USA000 has replaced the date reminder; (ii) the type of patent protection has been updated; (iii) there are no patents marked with a "Y”; and (iv) the type of patent protection is noted for each patent, including patents 200-054PCT000 and 225-092PCT000. Executive Compensation Employment Agreements, page 63 2. We note your response to prior comment 7. Please revise to describe the second sentence of Section 2(a) of Exhibits 10.3, 10.7 and 10.8. In response to the Staff’s comment, the Company advises the Staff that the Company has updated the disclosures on page 63 of Amendment No. 5. Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (832) 452-0269. Sincerely, Law Office of Anthony F. Newton /s/ Anthony F. Newton Anthony F. Newton

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 June 20, 2025

Joshua Ralston
Chief Executive Officer
General Enterprise Ventures, Inc.
1740H Del Range Blvd, Suite 166
Cheyenne, WY 82009

 Re: General Enterprise Ventures, Inc.
 Amendment No. 4 to Registration Statement on Form S-1
 Filed June 12, 2025
 File No. 333-282611
Dear Joshua Ralston:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our June 3, 2025
letter.

Amendment No. 4 to Registration Statement on Form S-1
Business
Patents, trademarks and licenses and their duration, page 55

1. We note your response to prior comment 6 and reissue the comment in
part. The
 application title for patent 225-100USA000 still references a 20 May
2025 filing
 deadline. Please update this disclosure or advise. Additionally, please
clarify the type
 of patent protection reflected by the Pending Fire-Protected Product
 and Granted
 Fire-Protected Product headers in the table and note whether there is
a difference
 between the patents marked with an "X" and those marked with a "Y."
Finally, please
 ensure the type of patent protection is noted for each patent in the
table. It appears that
 no boxes were checked for patents 200-054PCT000 and 225-092PCT000.
 June 20, 2025
Page 2
Employment Agreements, page 63

2. We note your response to prior comment 7. Please revise to describe the
second
 sentence of Section 2(a) of Exhibits 10.3, 10.7 and 10.8.

 Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at
202-551-
7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Anthony F. Newton, Esq.
</TEXT>
</DOCUMENT>

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 gevi_corresp.htm VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Ms. Margaret Sawicki Re: General Enterprise Ventures, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed May 27, 2025 File No. 333-282611 Ladies and Gentlemen: We are submitting this letter on behalf of General Enterprise Ventures, Inc. (the “ Company ”) in response to comments from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) received by electronic mail dated June 3, 2025 relating to the Company’s Amendment No. 3, filed May 27, 2025, to the Registration Statement on Form S-1 (Registration No. 333-282611) filed with the Commission on May 27, 2025 (as amended, the “ Registration Statement ”). Amendment No. 4 to the Registration Statement (“ Amendment No. 4 ”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in italics. In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update its financial statements and other disclosures. In connection with responding to these comments, the Company acknowledges that: The Company is responsible for the adequacy and accuracy of the disclosure in the filings, including all information required under the Securities Act of 1933, as amended, and all information investors require for an informed decision; Staff comments, changes to disclosure in response to staff comments and/or declaration of effectiveness does not foreclose the Commission from taking any action with respect to the filing; and The Company may not assert staff comments or declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Amendment No. 3 to Registration Statement on Form S-1 filed May 27, 2025 Risk Factors, page 11 1. On page 16 you state: “The Company currently does not have product liability insurance” and on page 17 you state: “[t]he Company maintains product liability insurance against certain types of claims in amounts which it believes to be adequate.” Please revise to reconcile these statements. We also note that page F-33 references a captive insurance company, MFB Insurance Company, Inc. Please revise here to disclose the function of this captive insurance company. In response to the Staff’s comment, the Company has updated the disclosure on page 16 of Amendment No. 4. 2. Please revise to provide risk factor disclosure concerning the risks associated with the anti-takeover provisions of your Articles of Incorporation and Bylaws described on pages 72 and 73. Please also add a bullet to page 72 noting that you have a classified board, and detail the risks associated with a classified board in your risk factor disclosure. In response to the Staff’s comment, the Company has updated the disclosure on pages 21, 72 and F-33 of Amendment No. 4. 1 3. We note your statement on page 35: “The convertible note to a related party was issued in February 2025 to BoltRock Holding LLC. The material terms of this convertible note, giving effect to the Reverse Stock Split are: (i) a 12-month maturity; (ii) 10% interest per annum, capitalized on the maturity date; (iii) conversion rights in the amount of the principal, divided by a fixed conversion rate of 2.40; and (iv) warrant coverage at the rate of 0.20834 shares of Common Stock for each dollar of principal, at an exercise price of $3.00 per share.” Please revise this disclosure concerning the material terms of the convertible note issued to BoltRock Holding LLC to disclose that the obligations of the Company under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio. In the event of a default, BoltRock Holding LLC could proceed against the equity of MFB Ohio pledged to collateralize the convertible note, and MFB Ohio owns the Company’s intellectual property portfolio, as you disclose on page 68. In response to the Staff’s comment, the Company has updated the disclosure on page 35 of Amendment No. 4. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 27 4. We note your statement on page 27: “We are working to grow our fire prevention and protection business, which is primarily focused on expanding use of ground-applications for long-term fire retardant.” Please revise to state how long your product provides fire protection in its various applications and how often your retardant needs to be re-applied. In response to the Staff’s comment, the Company has updated the disclosure on page 27 of Amendment No. 4. Business Model, page 40 5. We note you recognized revenue attributed to “product installation,” as noted in your Management’s Discussion and Analysis of Financial Condition and Results of Operations section. Please revise here to discuss your product installation process. In response to the Staff’s comment, the Company has updated the disclosure on page 57 of Amendment No. 4. Business Patents, trademarks and licenses and their duration, page 40 6. We note your response to prior comment 1. In the table that begins on page 40, please revise to clarify the jurisdiction abbreviations “WO” (which appears to relate to PCT applications) and “EPC.” We also note that certain patents do not have any indicator showing the type of patent protection, such as the bottom three rows on page 45 and elsewhere. Finally, please revise to update the “20 MAY 2025 FILING DEADLINE” rows, and clarify the type of patent protection reflected by the “Pending Fire-Protected Product” and “Granted Fire-Protected Product” headers. In response to the Staff’s comment, the Company advises the Staff that Amendment No. 4 was revised to provide a new table, including a legend of abbreviations. Executive Compensation Employment Agreements, page 63 7. Please revise here to describe the severance or severance-like compensation terms in certain of your consulting agreements. In response to the Staff’s comment, the Company advises the Staff that there are no severance or severance-like compensation terms in the certain of the consulting agreements. Security Ownership of Certain Beneficial Owners and Management, page 65 8. Please revise your disclosure to identify the natural person or persons who have voting and/or investment control of the shares held by BoltRock Holdings LLC and Equus Total Return, Inc. In response to the Staff’s comment, the Company has updated the disclosure on page 66 of Amendment No. 4. 2 Certain Relationships and Related Party Transactions and Director Independence, page 67 9. We note your statement on page 29: “In March 2025, the Company entered into a new contract and there is no longer a royalty.” It appears you only have one agreement that provides for a royalty payment, which is the Purchase Agreement dated April 13, 2022, among the Company, MFB Ohio, MFB California and Mr. Conboy, filed as Exhibit 10.2. Please revise to describe the terms of this March 2025 agreement and file it as an exhibit pursuant to Item 601(b)(10) of Regulation S-K. Additionally, we note on page 68 you state: “For the year ended December 31, 2024, the Company paid consulting and royalty fees of $97,000 to MFB Enterprises LLC” and “[f]or the year ended December 31, 2024, the Company paid consulting and royalty fees of $20,000 to MFB Enterprises LLC.” Please revise to state whether these fees should be aggregated or reconcile these statements. Please also revise to disclose any consulting and royalty fees paid to MFB Enterprises LLC for the three months ended March 31, 2025. In response to the Staff’s comment, the Company has updated the disclosure on pages 29, 68 of Amendment No. 4. In addition, we respectfully advise the Staff that the agreement is filed as exhibit 10.3 to Amendment No. 3. General 10. We note your statement that you are offering “3,500,000 shares of Common Stock based on an assumed public offering price of $[·] per share.” Please remove this statement and disclose a firm volume of securities being offered. Please see Item 501(b)(2) of Regulation S-K and Securities Act Rules Compliance and Disclosure Interpretations 227.02 for guidance. Please also revise to provide the Rule 430A undertakings required by Item 512(i) of Regulation S-K or advise. In response to the Staff’s comment, the Company advises the Staff that Amendment No. 4 includes revisions to state the number of shares being offered in blank, while retaining references to the assumed price in blank. Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (832) 452-0269. Sincerely, Law Office of Anthony F. Newton /s/ Anthony F. Newton Anthony F. Newton 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2025

Joshua Ralston
Chief Executive Officer
General Enterprise Ventures, Inc.
1740H Del Range Blvd, Suite 166
Cheyenne, WY 82009

 Re: General Enterprise Ventures, Inc.
 Amendment No. 3 to Registration Statement on Form S-1
 Filed May 27, 2025
 File No. 333-282611
Dear Joshua Ralston:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our February 21,
2025 letter.

Amendment No. 3 to Registration Statement on Form S-1 filed May 27, 2025
Risk Factors, page 11

1. On page 16 you state: "The Company currently does not have product
liability
 insurance" and on page 17 you state: "[t]he Company maintains product
liability
 insurance against certain types of claims in amounts which it believes
to be adequate."
 Please revise to reconcile these statements. We also note that page F-33
references a
 captive insurance company, MFB Insurance Company, Inc. Please revise
here to
 disclose the function of this captive insurance company.
 June 3, 2025
Page 2
2. Please revise to provide risk factor disclosure concerning the risks
associated with the
 anti-takeover provisions of your Articles of Incorporation and Bylaws
described on
 pages 72 and 73. Please also add a bullet to page 72 noting that you
have a classified
 board, and detail the risks associated with a classified board in your
risk factor
 disclosure.
3. We note your statement on page 35: "The convertible note to a related
party was
 issued in February 2025 to BoltRock Holding LLC. The material terms of
this
 convertible note, giving effect to the Reverse Stock Split are: (i) a
12-month maturity;
 (ii) 10% interest per annum, capitalized on the maturity date; (iii)
conversion rights in
 the amount of the principal, divided by a fixed conversion rate of 2.40;
and (iv)
 warrant coverage at the rate of 0.20834 shares of Common Stock for each
dollar of
 principal, at an exercise price of $3.00 per share." Please revise this
disclosure
 concerning the material terms of the convertible note issued to BoltRock
Holding
 LLC to disclose that the obligations of the Company under the
convertible note are
 secured by a pledge of the Company s membership interests in MFB Ohio.
In the
 event of a default, BoltRock Holding LLC could proceed against the
equity of MFB
 Ohio pledged to collateralize the convertible note, and MFB Ohio owns
the
 Company s intellectual property portfolio, as you disclose on page 68.
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 27

4. We note your statement on page 27: "We are working to grow our fire
prevention and
 protection business, which is primarily focused on expanding use of
ground-
 applications for long-term fire retardant." Please revise to state how
long your product
 provides fire protection in its various applications and how often your
retardant needs
 to be re-applied.
Business Model, page 40

5. We note you recognized revenue attributed to "product installation," as
noted in your
 Management's Discussion and Analysis of Financial Condition and Results
of
 Operations section. Please revise here to discuss your product
installation process.
Business
Patents, trademarks and licenses and their duration, page 40

6. We note your response to prior comment 1. In the table that begins on
page 40, please
 revise to clarify the jurisdiction abbreviations "WO" (which appears to
relate to PCT
 applications) and "EPC." We also note that certain patents do not have
any indicator
 showing the type of patent protection, such as the bottom three rows on
page 45 and
 elsewhere. Finally, please revise to update the "20 MAY 2025 FILING
DEADLINE"
 rows, and clarify the type of patent protection reflected by the
"Pending Fire-Protected
 Product" and "Granted Fire-Protected Product" headers.
Executive Compensation
Employment Agreements, page 63

7. Please revise here to describe the severance or severance-like
compensation terms
 in certain of your consulting agreements.
 June 3, 2025
Page 3

Security Ownership of Certain Beneficial Owners and Management, page 65

8. Please revise your disclosure to identify the natural person or persons
who have
 voting and/or investment control of the shares held by BoltRock Holdings
LLC
 and Equus Total Return, Inc.
Certain Relationships and Related Party Transactions and Director Independence,
page 67

9. We note your statement on page 29: "In March 2025, the Company entered
into a new
 contract and there is no longer a royalty." It appears you only have one
agreement that
 provides for a royalty payment, which is the Purchase Agreement dated
April
 13, 2022, among the Company, MFB Ohio, MFB California and Mr. Conboy,
filed as
 Exhibit 10.2. Please revise to describe the terms of this March 2025
agreement and
 file it as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.
Additionally, we
 note on page 68 you state: "For the year ended December 31, 2024, the
Company paid
 consulting and royalty fees of $97,000 to MFB Enterprises LLC" and
"[f]or the year
 ended December 31, 2024, the Company paid consulting and royalty fees of
$20,000
 to MFB Enterprises LLC." Please revise to state whether these fees
should be
 aggregated or reconcile these statements. Please also revise to disclose
any consulting
 and royalty fees paid to MFB Enterprises LLC for the three months ended
March 31,
 2025.
General

10. We note your statement that you are offering "3,500,000 shares of Common
 Stock based on an assumed public offering price of $[ ] per share."
Please remove this
 statement and disclose a firm volume of securities being offered. Please
see Item
 501(b)(2) of Regulation S-K and Securities Act Rules Compliance and
Disclosure
 Interpretations 227.02 for guidance. Please also revise to provide the
Rule 430A
 undertakings required by Item 512(i) of Regulation S-K or advise.
 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Anthony F. Newton, Esq.
</TEXT>
</DOCUMENT>

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 gevi_corresp.htm VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Mr. Conlon Danberg Re: General Enterprise Ventures, Inc. Registration Statement on Form S-1 Filed October 11, 2024 File No. 333-282611 Ladies and Gentlemen: We are submitting this letter on behalf of General Enterprise Ventures, Inc. (the “ Company ”) in response to comments from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) received by electronic mail dated February 21, 2025 relating to the Company’s Amendment No. 2, filed February 14, 2025, to the Registration Statement on Form S-1 (Registration No. 333-282611) filed with the Commission on October 11, 2024 (the “ Registration Statement ”). Amendment No. 3 to the Registration Statement (“ Amendment No. 3 ”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in italics. In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update its financial statements and other disclosures. In connection with responding to these comments, the Company acknowledges that: The Company is responsible for the adequacy and accuracy of the disclosure in the filings, including all information required under the Securities Act of 1933 and all information investors require for an informed decision; Staff comments, changes to disclosure in response to staff comments and/or declaration of effectiveness does not foreclose the Commission from taking any action with respect to the filing; and The Company may not assert staff comments or declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Amendment No. 2 to Registration Statement on Form S-1 filed February 14, 2025 Business Patents, trademarks and licenses and their duration, page 40 1. We note your revisions in response to prior comment 12, which we reissue. Please revise the table of patents to provide the type of patent protection and jurisdiction for each patent and clarify which patents relate to which of your products. In response to the Staff’s comment, the Company has updated the table of patents to provide the type of patent protection and jurisdiction for each patent and which patents relate to which of our products. Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (832) 452-0269. Sincerely, Law Office of Anthony F. Newton /s/ Anthony F. Newton Anthony F. Newton

February 21, 2025
Joshua Ralston
Chief Executive Officer
General Enterprise Ventures, Inc.
1740H Del Range Blvd, Suite 166
Cheyenne, WY 82009
Re:General Enterprise Ventures, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed February 14, 2025
File No. 333-282611
Dear Joshua Ralston:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 22, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed February 14, 2025
Business
Patents, trademarks and licenses and their duration, page 40
1.We note your revisions in response to prior comment 12, which we reissue. Please
revise the table of patents to provide the type of patent protection and jurisdiction for
each patent and clarify which patents relate to which of your products.

February 21, 2025
Page 2
            Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-
7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Anthony F. Newton, Esq.

CORRESP
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filename1.htm

gevi_corresp.htm

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Mr. Conlon Danberg

   Re:

   General Enterprise Ventures, Inc.

   Registration Statement on Form S-1

 Filed October 11, 2024

 File No. 333-282611

 Ladies and Gentlemen:

 We are submitting this letter on behalf of General Enterprise Ventures, Inc. (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated January 22, 2025 relating to the Company’s Amendment No. 1, filed December 31, 2024, to the Registration Statement on Form S-1 (Registration No. 333-282611) filed with the Commission on October 11, 2024 (the “Registration Statement”). Amendment No. 2 to the Registration Statement (“Amendment No. 2”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in italics. In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update its financial statements and other disclosures.

 In connection with responding to these comments, the Company acknowledges that:

 The Company is responsible for the adequacy and accuracy of the disclosure in the filings, including all information required under the Securities Act of 1933 and all information investors require for an informed decision;

 Staff comments, changes to disclosure in response to staff comments and/or declaration of effectiveness does not foreclose the Commission from taking any action with respect to the filing; and

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

 Prospectus Summary, page 1

 1. We note your response to prior comment 18 and your statement that the 10% royalty "is briefly described in the purchase agreement attached to this registration statement." Please revise to describe the terms of the royalty directly in the prospectus rather than by reference to an exhibit.

 In response to the Staff’s comment, the Company has provided an explanation in the Prospectus Summary on page 1 relating to Mr. Conboy’s royalty and a Consulting Agreement that addresses the termination of the royalty.

 2. We note your revised disclosure in response to prior comment 6 and your statement that "Mr. Conboy has remained involved with the Company as a technical consultant, and sales and marketing." Please expand on this statement to further describe the services Mr. Conboy provides to the Company as well as any compensation paid to Mr. Conboy for these services. Additionally, we note that the Membership Interest Purchase Agreement appears to grant Mr. Conboy a board seat on the board of directors of General Enterprise Ventures LLC. Please clarify if General Enterprise Ventures LLC is a different legal entity than General Enterprise Ventures, Inc., whether Mr. Conboy is a member of your board and if he is entitled to a board seat pursuant to the terms of this agreement.

 In response to the Staff’s comment, the Company has provided an explanation in the Prospectus Summary on page 1 clarifying the error with respect to General Enterprise Ventures LLC, and Mr. Conboy’s services to the company, compensation, and ability to appoint a director.

 Securities and Exchange Commission

 February 13, 2025

 Page 2

 3. Given your statement that prior to the acquiring the portfolio of intellectual property, neither Mr. Ralston nor MFB Ohio had a prior relationship with Mr. Conboy and your response noting that none of your directors (including Mr. Ralston) have professional experience in the fire retardant and fire suppression industry, please briefly describe the background of the transaction to acquire the intellectual property portfolio.

 In response to the Staff’s comment, the Company has provided an explanation in the Prospectus Summary on page 1 providing the background to the transaction to acquire the intellectual property portfolio.

 4. We note your revised disclosure in response to prior comment 7 and reissue the comment in part. Please revise to briefly explain here what it means to be an EPA certified fire retardant. For example, please explain the type of certification issued by the EPA, that you need to renew the certification every two years, as mentioned on page 18, and the specific criteria and process the EPA uses to evaluate fire retardants.

 In response to the Staff’s comment, the Company has provided an explanation in the Prospectus Summary on page 1 providing the background with respect to being an EPA Safer Choice recipient.

 Risk Factors

 Risks Relating to Our Business, page 15

 5. We note your response to prior comment 23 that neither your sole member of management or any of your directors has professional experience in the fire retardant and suppression industry. Please include risk factor disclosure to address this point.

 In response to the Staff’s comment, the Company has provided a risk factor pertaining to the Company’s management and directors lack of fire retardant and suppression industry experience on page 15.

 We do not currently have sufficient cash flow to maintain our business, page 17

 6. We reissue comment 12. Your response letter notes you have revised your discussion of cash flow, but your disclosure still notes that you anticipate being cash-flow positive by the end of calendar year 2025. Please provide the basis for this statement, including any material assumptions.

 In response to the Staff’s comment, the Company has provided an explanation, basis and assumption with respect to being cash flow positive by the end of calendar year 2025 on page 17.

 Risks Related to Regulatory and Legal Matters

 Our product or facilities could have environmental impacts and side effects, page 18

 7. We note your revised disclosure in response to prior comment 17 that "[s]tudies that include relevant data have been attached to this registration statement." Please include a description of the relevant studies directly in the prospectus.

 In response to the Staff’s comment, the Company has provided a description of the results pertaining to environmental impacts on page 18..

 Risks Relating to Our Indebtedness

 We are highly leveraged, page 19

 8. We note your revised disclosure in response to prior comment 13 and your statement on page 19: "As of September 30, 2024, our outstanding indebtedness was $2,042,209. Of this indebtedness, principal amount of $1,121,000 ($633,107 on balance sheet, net of discount of $487,893) was incurred in connection with convertible notes issued during July 2024 and August 2024 and $153,530 was recorded as accounts payable. The remaining $1,255,572 of indebtedness was incurred between 2022 and 2023 to fund working capital." We also note that on page F-24 you show $1,255,572 as due to related parties as of September 30, 2024. Here or elsewhere in the prospectus, please expand your disclosure to provide all of the material terms of the convertible notes and the other indebtedness issued to fund working capital. In this regard, we note that the disclosure regarding the convertible notes and expenses to related parties does not appear to identify the lenders or applicable related parties.

 Securities and Exchange Commission

 February 13, 2025

 Page 3

 In response to the Staff’s comment, the Company has provided the material terms pertaining to the convertible debt issued in July 2024 and August 2024 and other indebtedness to fund working capital on page 19. In addition, the Company identified the related party lender and its principal owner on page 19.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Professional fees, page 30

 9. We note your revised disclosure in response to prior comment 15 and reissue the comment in part. The revised disclosure notes the $8.6 million accounting valuation for 1,200,000 shares of Preferred C stock for professional fees to TC Special Investments, Inc. as a consultant and related party. Please describe the nature of the work performed by TC Special Investments, Inc. We also note that during the nine months ended September 30, 2024, you incurred $3.25 million of additional professional fees. Please provide more detail on the nature of these expenses, such as the person or persons to whom you paid these fees and the nature of the services provided. In this regard, we note that the $3.25 million of professional fees appears to be your largest single operating expense and represents approximately 67% of your total operating expenses during this period.

 In response to the Staff’s comment, the Company has provided an explanation of the nature of the work performed by TC Special Investments, Inc. on page 30, and an explanation of the nature of professional fees provided to other persons and the nature of the services provided by those persons on page 32.

 Business, page 39

 10. We note your revised disclosure in response to prior comment 11 that you compound your products in house with materials supplied from manufacturers. Please expand your disclosures to briefly describe the process by which you compound your products in house. In this regard, we note your disclosure on page 40 that you can drop ship orders through toll blenders, but your Business section does not appear to address how you prepare your final products.

 In response to the Staff’s comment, the Company has provided an explanation regarding blending and shipping of product to customers on page 40.

 11. The Membership Interest Purchase Agreement filed as Exhibit 10.2 provides for a 10% royalty on gross sales before taxes but also mentions a separate Royalty Agreement. Please revise to describe this agreement and file it as an exhibit or advise.

 In response to the Staff’s comment, the Company has revised its discussion regarding the Membership Interest Purchase Agreement and that the parties did not enter into a separate royalty agreement on page 1. Accordingly, there is not royalty agreement to file as an exhibit.

 Patents, trademarks and licenses and their duration, page 40

 12. We note your response to prior comment 19 that you updated your table of patents. However, it does not appear that the relevant disclosures have been updated. Please revise to provide the type of patent protection and jurisdiction for each patent and clarify which patents relate to which of your products.

 In response to the Staff’s comment, the Company has updated the table of patents to include the expiration date for patents that heave been granted. Please note that the table also lists patents that are pending and not granted, and thus no expiration date can be provided. Please also note that the patents are drafted in a manner that they cannot be associated with one product, and as such the Company is not able to clarify which patent is associated with any one product.

 Competition, page 51

 13. We reissue prior comment 21 in part. Please describe your competitive conditions in each of the market segments you operate in or plan to operate in, not just the commercial and residential construction industry. Specifically, please address competition for sales to fire departments.

 In response to the Staff’s comment, the Company has clarified the competitive conditions in its market segments, including fire departments.

 Securities and Exchange Commission

 February 13, 2025

 Page 4

 Item 16. Exhibits, page II-3

 14. Please refile Exhibits 10.2. 99.1, 99.2 and 99.3 in the proper text-searchable format. They appear to have been uploaded as images. For guidance, please refer to Item 301 of Regulation S-T.

 In response to the Staff’s comment, the Company has refiled Exhibits 10.2 and 99.1 in text-searchable format. The Company has removed Exhibits 99.2 and 99.3.

 Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (832) 452-0269.

   Sincerely,

 Law Office of Anthony F. Newton

   /s/ Anthony F. Newton

   Anthony F. Newton

January 22, 2025
Joshua Ralston
Chief Executive Officer
General Enterprise Ventures, Inc.
1740H Del Range Blvd, Suite 166
Cheyenne, WY 82009
Re:General Enterprise Ventures, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 31, 2024
File No. 333-282611
Dear Joshua Ralston:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 4, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note your response to prior comment 18 and your statement that the 10% royalty
"is briefly described in the purchase agreement attached to this registration statement."
Please revise to describe the terms of the royalty directly in the prospectus rather than
by reference to an exhibit.
We note your revised disclosure in response to prior comment 6 and your statement
that "Mr. Conboy has remained involved with the Company as a technical consultant,
and sales and marketing." Please expand on this statement to further describe the
services Mr. Conboy provides to the Company as well as any compensation paid to
Mr. Conboy for these services. Additionally, we note that the Membership Interest
Purchase Agreement appears to grant Mr. Conboy a board seat on the board of 2.

January 22, 2025
Page 2
directors of General Enterprise Ventures LLC. Please clarify if General Enterprise
Ventures LLC is a different legal entity than General Enterprise Ventures, Inc.,
whether Mr. Conboy is a member of your board and if he is entitled to a board seat
pursuant to the terms of this agreement.
3.Given your statement that prior to the acquiring the portfolio of intellectual property,
neither Mr. Ralston nor MFB Ohio had a prior relationship with Mr. Conboy and your
response noting that none of your directors (including Mr. Ralston) have professional
experience in the fire retardant and fire suppression industry, please briefly describe
the background of the transaction to acquire the intellectual property portfolio.
4.We note your revised disclosure in response to prior comment 7 and reissue the
comment in part. Please revise to briefly explain here what it means to be an EPA
certified fire retardant. For example, please explain the type of certification issued by
the EPA, that you need to renew the certification every two years, as mentioned on
page 18, and the specific criteria and process the EPA uses to evaluate fire retardants.
Risk Factors
Risks Relating to Our Business, page 15
5.We note your response to prior comment 23 that neither your sole member of
management or any of your directors has professional experience in the fire retardant
and suppression industry. Please include risk factor disclosure to address this point.
We do not currently have sufficient cash flow to maintain our business, page 17
6.We reissue comment 12. Your response letter notes you have revised your discussion
of cash flow, but your disclosure still notes that you anticipate being cash-flow
positive by the end of calendar year 2025. Please provide the basis for this statement,
including any material assumptions.
Risks Related to Regulatory and Legal Matters
Our product or facilities could have environmental impacts and side effects, page 18
7.We note your revised disclosure in response to prior comment 17 that "[s]tudies that
include relevant data have been attached to this registration statement." Please include
a description of the relevant studies directly in the prospectus.
Risks Relating to Our Indebtedness
We are highly leveraged, page 19
We note your revised disclosure in response to prior comment 13 and your statement
on page 19: "As of September 30, 2024, our outstanding indebtedness was
$2,042,209. Of this indebtedness, principal amount of $1,121,000 ($633,107 on
balance sheet, net of discount of $487,893) was incurred in connection with
convertible notes issued during July 2024 and August 2024 and $153,530 was
recorded as accounts payable. The remaining $1,255,572 of indebtedness was
incurred between 2022 and 2023 to fund working capital." We also note that on page
F-24 you show $1,255,572 as due to related parties as of September 30, 2024. Here or
elsewhere in the prospectus, please expand your disclosure to provide all of the
material terms of the convertible notes and the other indebtedness issued to fund 8.

January 22, 2025
Page 3
working capital. In this regard, we note that the disclosure regarding the convertible
notes and expenses to related parties does not appear to identify the lenders or
applicable related parties.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Professional fees, page 30
9.We note your revised disclosure in response to prior comment 15 and reissue the
comment in part. The revised disclosure notes the $8.6 million accounting valuation
for 1,200,000 shares of Preferred C stock for professional fees to TC Special
Investments, Inc. as a consultant and related party. Please describe the nature of the
work performed by TC Special Investments, Inc. We also note that during the nine
months ended September 30, 2024, you incurred $3.25 million of additional
professional fees. Please provide more detail on the nature of these expenses, such as
the person or persons to whom you paid these fees and the nature of the services
provided. In this regard, we note that the $3.25 million of professional fees appears to
be your largest single operating expense and represents approximately 67% of your
total operating expenses during this period.
Business, page 39
10.We note your revised disclosure in response to prior comment 11 that you compound
your products in house with materials supplied from manufacturers. Please expand
your disclosures to briefly describe the process by which you compound your
products in house. In this regard, we note your disclosure on page 40 that you can
drop ship orders through toll blenders, but your Business section does not appear to
address how you prepare your final products.
11.The Membership Interest Purchase Agreement filed as Exhibit 10.2 provides for a
10% royalty on gross sales before taxes but also mentions a separate Royalty
Agreement. Please revise to describe this agreement and file it as an exhibit or advise.
Patents, trademarks and licenses and their duration, page 40
12.We note your response to prior comment 19 that you updated your table of patents.
However, it does not appear that the relevant disclosures have been updated.
Please revise to provide the type of patent protection and jurisdiction for each patent
and clarify which patents relate to which of your products.
Competition, page 51
13.We reissue prior comment 21 in part. Please describe your competitive conditions in
each of the market segments you operate in or plan to operate in, not just the
commercial and residential construction industry. Specifically, please address
competition for sales to fire departments.
Item 16. Exhibits, page II-3
14.Please refile Exhibits 10.2. 99.1, 99.2 and 99.3 in the proper text-searchable format.
They appear to have been uploaded as images. For guidance, please refer to Item 301
of Regulation S-T.

January 22, 2025
Page 4
            Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-
7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Anthony F. Newton, Esq.

CORRESP
1
filename1.htm

gevi_corresp.htmVIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Mr. Conlon Danberg

   Re:

   General Enterprise Ventures, Inc.

   Registration Statement on Form S-1

 Filed October 11, 2024

 File No. 333-282611

 Ladies and Gentlemen:

 We are submitting this letter on behalf of General Enterprise Ventures, Inc. (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated November 4, 2024 relating to the Company’s Registration Statement on Form S-1 (Registration No. 333-282611) filed with the Commission on October  11, 2024 (the “Registration Statement”). Amendment No. 1 to the Registration Statement (“Amendment No. 1”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in italics. In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update its financial statements and other disclosures.

 In connection with responding to these comments, the Company acknowledges that:

 The Company is responsible for the adequacy and accuracy of the disclosure in the filings, including all information required under the Securities Act of 1933 and all information investors require for an informed decision;

 Staff comments, changes to disclosure in response to staff comments and/or declaration of effectiveness does not foreclose the Commission from taking any action with respect to the filing; and

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

 Cover Page

 1. We note that the number of shares of Common Stock you are offering in the prospectus has been determined based on an assumed public offering price. We also note your statement on page 7 that the actual number of shares you will offer will be determined based on the actual public offering price. Please note that the volume of securities you are offering must be established at the time of effectiveness and cannot be excluded pursuant to Rule 430A. Please revise to include the actual number of shares you are offering instead of an assumed number of shares. For guidance, please refer to Question 227.02 of the Division of Corporation Finance’s Securities Act Rules Compliance and Disclosure Interpretations.

 In response to the Staff’s comment, the Company has revised the registration statement to be based on an actual offering price.

 2. Please tell us whether you plan to amend your registration statement prior to effectiveness to include a final offering price as opposed to an assumed offering price.

 If you are planning to exclude the final offering price pursuant to Rule 430A, please include the undertakings required by Item 512(i) of Regulation S-K and state that the final offering price will be fixed for the duration of the offering.

 In response to the Staff’s comment, the Company will amend its registration statement to include an actual offering price.

 Securities and Exchange Commission

 December 31, 2024

 Page 2

 Prospectus Summary, page 1

 3. We note your statement that you are "an environmentally sustainable flame retardant and flame suppression company for the residential home industry throughout the United States." Please expand on your disclosure in the summary to clearly explain:

   ·

  the specific products you currently offer for sale and any products you are developing or testing;

   ·

  the way or ways in which you believe your products are environmentally sustainable;

   ·

  your current customer base, their geographic location, and sources of revenue; and

   ·

  how your product is used by the residential home industry, including whether it is used by individual homeowners, developers or other third parties.

 In this regard, we also note the following statements throughout the prospectus that seem to suggest different business models or target markets for your product:

   ·

  on page 2 you state that "MFB markets home, industrial and commercial proactive fire defense systems directly and in conjunction with large insurance companies, sells EPA product through various retailers and directly to large users such as fire departments and other countries."

   ·

  on page 28, you state that "MFB’s CitroTech product is currently being sold to fire departments in the State of California."

   ·

  on page 29, you state that "MFB Ohio started selling directly to fire departments and launched its proactive wild-fire defense systems and is gaining momentum with commercial customers, along with attempting to influence the insurance industry to the benefit of consumers."

   ·

  in the risk factor regarding your customer base on page 15, you state that you "currently have over 100" but the statement appears to be cut off and it is not clear if this is intended to be a reference to existing customers or some other metric; and

   ·

  in Note 14 – Concentration on page F-23 and Note 12 – Concentration on page F- 40, you disclose that two customers accounted for over 76% of your revenue for the year ended December 31, 2023 and that four customers accounted for over 75% of your revenue for the six months ended June 30, 2024.

 In response to the Staff’s comment, the Company has revised the registration statement as requested.

 4. We note your statement that "MFB is also currently deploying Proactive Wildfire Defense Systems on residential and commercial properties." Please briefly explain these Proactive Wildfire Defense Systems and how they relate to your business.

 In response to the Staff’s comment, the Company has provided an explanation regarding Proactive Wildfire Defense Systems.

 5. We note your statement that "The Company is working with insurance companies to reduce the risk and allow properties to be insured in the Wilderness Urban Interface..." Please expand on this statement to explain the work you do with insurance companies, whether you have any material contracts or sales with or to insurance companies, and how this work relates to your business.

 In response to the Staff’s comment, the Company has provided an explanation regarding Wilderness Urban Interface.

 6. We note your disclosure regarding Mr. Conboy's founding of MFB California and your subsequent acquisition of the intellectual property of MFB California. Please clarify if there was any relationship between Mr. Conboy and MFB California, on the one hand, and Mr. Ralston and the Company, on the other hand, prior to this acquisition. Additionally, please note any capacity in which Mr. Conboy is still involved with your business other than as a holder of Series C Convertible Preferred Stock. In this regard, we note that Mr. Conboy does not appear to be an employee or member of management.

 In response to the Staff’s comment, the Company has revised its registration statement to note that Mr. Conboy had no prior relationship with the Company and currently is not an employee; rather, Mr. Conboy service as a consultant to the Company without a written agreement.

 Securities and Exchange Commission

 December 31, 2024

 Page 3

 7. When discussing your certifications, recognitions and achievements, please briefly explain the criteria or significance of the certification or award. For example, explain what it means to be an EPA certified fire retardant and the significance of LENS certification/accreditation as well as UL Certification and GreenGuard Gold. Additionally, please file the Securities Act Rule 436 consent of the provider of the GreenGuard Gold Certification to being named in the registration statement and to the references to its designation of the company as a certified GreenGuard Gold, or tell us why this consent is not required by Rule 436.

 In response to the Staff’s comment, the Company has provided an explanation regarding its achievements and the meaning of the award and accreditation. In addition, the Company does not believe that a Rule 436 consent is not required with respect to GreenGuard Gold, because the achievement is an award for the Company’s environmentally sustainable products.

 8. We note your statement that the fire-retardant market is regarded as having products that are not known for their environmental safety or sustainability, and are generally considered as not friendly toward humans, wildlife, fish, water, and plants. Please revise to provide the source or basis for these claims or state that they are the belief of management.

 In response to the Staff’s comment, the Company has provided a basis for its claim.

 9. We note your statement that MFB’s product will be sold at substantial margins and can be competitive in many markets. Please expand on this disclosure to note the current margins at which you sell your product and the specific markets in which you believe you can be competitive.

 In response to the Staff’s comment, the Company has provided an explanation regarding its margins.

 Cost and effects of compliance with environmental laws, page 3

 10. We note your statement that expenses for initial permit and certification applications with the USDA and EPA have been paid. Please expand your summary disclosure to clearly explain all of the permits, certifications or other governmental approvals needed for the manufacture and sale of your product. Please note whether these approvals have been obtained and, if not, the status of any applications. Disclose the risk that all permits, certifications or other governmental approvals may not be obtained. Also revise to describe what you mean when you refer to entities such as fire departments requesting a "waiver" from governmental agencies to use your product, how many waivers have been issued for your product and whether these waivers have a limited duration or can be revoked.

 In response to the Staff’s comment, the Company has revised its discussion regarding its permitting and cost.

 Risk Factors Risks Relating to Our Business If we are unable to expand our base of manufacturers, our future growth and operating results could be adversely affected, page 15

 11. We note your statement that you currently have one manufacturer. Please expand on your disclosure to note whether you have any contracts with your manufacturer. If so, please describe the material terms of your agreements here or elsewhere in the prospectus. Additionally, please file any manufacturing contracts as exhibits to your registration statement or tell us why you are not required to do so. Finally, please reconcile this disclosure with your statement on page 49 that "[t]he Company product are produced by numerous manufacturers."

 In response to the Staff’s comment, the Company has revised this risk factor to clarify the number of manufacturer and to state that there are no contracts in place with vendors.

 We do not currently have sufficient cash flow to maintain our business, page 17

 12. We note your statement that the Company anticipates being cash-flow positive by the end of calendar year 2025. Please provide the basis for this statement, including any material assumptions.

 In response to the Staff’s comment, the Company has revised its discussion of cash flow.

 Securities and Exchange Commission

 December 31, 2024

 Page 4

 Risk Factors Risks Relating to Our Indebtedness We are highly leveraged, page 19

 13. We note your statement that as of June 30, 2024, your outstanding indebtedness was $2,047,003. Please clarify the nature of your outstanding indebtedness and where it is reflected in your balance sheet. We note that your Capitalization table on page 29 lists $695,000 of debt as of June 30, 2024.

 In response to the Staff’s comment, the Company has provided financial statements as of September 30, 2024, that address the Staff’s comment.

 Management's Discussion and Analysis of Financial Condition and Results of Operations Revenue, page 29

 14. We note your statement that "[d]uring the six months ended June 30, 2024, the revenue increased $548,000 over the six months ended June 30, 2023, due to MFB Ohio’s EPA approval and the filing of additional patents." Please clarify why or how EPA approval and filing of additional patents lead to increases in revenue.

 In response to the Staff’s comment, the Company has provided financial statements as of September 30, 2024, that address the Staff’s comment.

 Professional fees, page 30

 15. We note the significant operating expense for professional fees during the six months ended June 30, 2024 and the fiscal year ended December 31, 2023. Please expand your disclosure to provide more detail on the nature of these expenses, such as the person or persons to whom you paid these fees and the nature of the services provided.

 In response to the Staff’s comment, the Company has provided financial statements as of September 30, 2024, and updated December 31, 2023, which address the Staff’s comment.

 Cash Flows from Financing Activities, page 34

 16. We note your disclosure regarding certain convertible promissory notes and warrants. Please expand on your disclosure to provide a description of the material terms of these securities.

 In response to the Staff’s comment, the Company has provided explanation of the material terms of the convertible promissory notes and warrants.

 Business, page 37

 17. Please revise to describe the "data available with respect to the environmental impacts" of your fire retardant product that were "conducted by governmental agencies" and the toxicological studies mentioned on page 18, as well as any other material testing of your products.

 In response to the Staff’s comment, the Company has provided a statement regarding the data available and attached as exhibits three reports that included that date available.

 18. Please revise to describe the material terms of the agreement governing the 10% royalty payable to the equity holders of MFB California and file such agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.

 In response to the Staff’s comment, the Company has provided a statement regarding the royalty payment and attached the purchase agreement that describes the royalty payment.

 Patents, trademarks and licenses and their duration, page 38

 19. Please revise to provide the type of patent protection and jurisdiction for each patent and clarify which patents relate to which of your products.

 In response to the Staff’s comment, the Company has updated the table.

 Business Marketing and Distribution, page 49

 20. We note your statement here that various milestones will "make the Company eligible to be part of a $13.6 billion environmental management market." Please clarify what it means to be eligible to be part of the environmental management market. We note elsewhere you refer to the global fire retardant market reaching $13.6 billion by 2034. Please revise to clarify if these are actually different figures or are instead the same figure. If this is a separate figure, specify the geographic scope and reference date of this figure and provide a figure more specific to your targeted market, not the entire environmental management market.

 In response to the Staff’s comment, the Company has provided a statement clarifying the Company’s ability to participate in the $13.6 billion environmental management market.

 Securities and Exchange Commission

 December 31, 2024

 Page 5

 Competition, page 49

 21. We note your statement that "[a]t the international, national and regional levels, there is no primary wholesale or retail competitors for environmentally sustainable

November 4, 2024
Joshua Ralston
Chief Executive Officer
General Enterprise Ventures, Inc.
1740H Del Range Blvd, Suite 166
Cheyenne, WY 82009
Re:General Enterprise Ventures, Inc.
Registration Statement on Form S-1
Filed October 11, 2024
File No. 333-282611
Dear Joshua Ralston:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed October 11, 2024
Cover Page
1.We note that the number of shares of Common Stock you are offering in the
prospectus has been determined based on an assumed public offering price. We also
note your statement on page 7 that the actual number of shares you will offer will be
determined based on the actual public offering price. Please note that the volume of
securities you are offering must be established at the time of effectiveness and cannot
be excluded pursuant to Rule 430A. Please revise to include the actual number of
shares you are offering instead of an assumed number of shares. For guidance, please
refer to Question 227.02 of the Division of Corporation Finance’s Securities Act
Rules Compliance and Disclosure Interpretations.
Please tell us whether you plan to amend your registration statement prior to
effectiveness to include a final offering price as opposed to an assumed offering price. 2.

November 4, 2024
Page 2
If you are planning to exclude the final offering price pursuant to Rule 430A, please
include the undertakings required by Item 512(i) of Regulation S-K and state that the
final offering price will be fixed for the duration of the offering.
Prospectus Summary, page 1
3.We note your statement that you are "an environmentally sustainable flame retardant
and flame suppression company for the residential home industry throughout the
United States." Please expand on your disclosure in the summary to clearly explain:
•the specific products you currently offer for sale and any products you are
developing or testing;
•the way or ways in which you believe your products are environmentally
sustainable;
•your current customer base, their geographic location, and sources of revenue; and
•how your product is used by the residential home industry, including whether it is
used by individual home owners, developers or other third parties.

In this regard, we also note the following statements throughout the prospectus that
seem to suggest different business models or target markets for your product:
•on page 2 you state that "MFB markets home, industrial and commercial
proactive fire defense systems directly and in conjunction with large insurance
companies, sells EPA product through various retailers and directly to large users
such as fire departments and other countries."
•on page 28, you state that "MFB’s CitroTech product is currently being sold to
fire departments in the State of California."
•on page 29, you state that "MFB Ohio started selling directly to fire departments
and launched its proactive wild-fire defense systems and is gaining momentum
with commercial customers, along with attempting to influence the insurance
industry to the benefit of consumers."
•in the risk factor regarding your customer base on page 15, you state that you
"currently have over 100" but the statement appears to be cut off and it is not clear
if this is intended to be a reference to existing customers or some other metric;
and
•in Note 14 – Concentration on page F-23 and Note 12 – Concentration on page F-
40, you disclose that two customers accounted for over 76% of your revenue for
the year ended December 31, 2023 and that four customers accounted for over
75% of your revenue for the six months ended June 30, 2024.
4.We note your statement that "MFB is also currently deploying Proactive Wildfire
Defense Systems on residential and commercial properties." Please briefly explain
these Proactive Wildfire Defense Systems and how they relate to your business.
5.We note your statement that "The Company is working with insurance companies to
reduce the risk and allow properties to be insured in the Wilderness Urban Interface..."
Please expand on this statement to explain the work you do with insurance companies,
whether you have any material contracts or sales with or to insurance companies, and
how this work relates to your business.

November 4, 2024
Page 3
6.We note your disclosure regarding Mr. Conboy's founding of MFB California and
your subsequent acquisition of the intellectual property of MFB California. Please
clarify if there was any relationship between Mr. Conboy and MFB California, on the
one hand, and Mr. Ralston and the Company, on the other hand, prior to this
acquisition. Additionally, please note any capacity in which Mr. Conboy is still
involved with your business other than as a holder of Series C Convertible Preferred
Stock. In this regard, we note that Mr. Conboy does not appear to be an employee or
member of management.
7.When discussing your certifications, recognitions and achievements, please briefly
explain the criteria or significance of the certification or award. For example, explain
what it means to be an EPA certified fire retardant and the significance of LENS
certification/accreditation as well as UL Certification and GreenGuard
Gold. Additionally, please file the Securities Act Rule 436 consent of the provider of
the GreenGuard Gold Certification to being named in the registration statement and to
the references to its designation of the company as a certified GreenGuard Gold, or
tell us why this consent is not required by Rule 436.
8.We note your statement that the fire-retardant market is regarded as having products
that are not known for their environmental safety or sustainability, and are generally
considered as not friendly toward humans, wildlife, fish, water, and plants. Please
revise to provide the source or basis for these claims or state that they are the belief of
management.
9.We note your statement that MFB’s product will be sold at substantial margins and
can be competitive in many markets. Please expand on this disclosure to note the
current margins at which you sell your product and the specific markets in which you
believe you can be competitive.
Cost and effects of compliance with environmental laws, page 3
10.We note your statement that expenses for initial permit and certification applications
with the USDA and EPA have been paid. Please expand your summary disclosure to
clearly explain all of the permits, certifications or other governmental approvals
needed for the manufacture and sale of your product. Please note whether these
approvals have been obtained and, if not, the status of any applications. Disclose the
risk that all permits, certifications or other governmental approvals may not be
obtained. Also revise to describe what you mean when you refer to entities such as
fire departments requesting a "waiver" from governmental agencies to use your
product, how many waivers have been issued for your product and whether these
waivers have a limited duration or can be revoked.
Risk Factors
Risks Relating to Our Business
If we are unable to expand our base of manufacturers, our future growth and operating results
could be adversely affected, page 15
We note your statement that you currently have one manufacturer. Please expand on
your disclosure to note whether you have any contracts with your manufacturer. If so,
please describe the material terms of your agreements here or elsewhere in the 11.

November 4, 2024
Page 4
prospectus. Additionally, please file any manufacturing contracts as exhibits to your
registration statement or tell us why you are not required to do so. Finally, please
reconcile this disclosure with your statement on page 49 that "[t]he Company product
are produced by numerous manufacturers."
We do not currently have sufficient cash flow to maintain our business, page 17
12.We note your statement that the Company anticipates being cash-flow positive by the
end of calendar year 2025. Please provide the basis for this statement, including any
material assumptions.
Risk Factors
Risks Relating to Our Indebtedness
We are highly leveraged, page 19
13.We note your statement that as of June 30, 2024, your outstanding indebtedness was
$2,047,003. Please clarify the nature of your outstanding indebtedness and where it is
reflected in your balance sheet. We note that your Capitalization table on page 29 lists
$695,000 of debt as of June 30, 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenue, page 29
14.We note your statement that "[d]uring the six months ended June 30, 2024, the
revenue increased $548,000 over the six months ended June 30, 2023, due to MFB
Ohio’s EPA approval and the filing of additional patents." Please clarify why or
how EPA approval and filing of additional patents lead to increases in revenue.
Professional fees, page 30
15.We note the significant operating expense for professional fees during the six months
ended June 30, 2024 and the fiscal year ended December 31, 2023. Please expand
your disclosure to provide more detail on the nature of these expenses, such as the
person or persons to whom you paid these fees and the nature of the services
provided.
Cash Flows from Financing Activities, page 34
16.We note your disclosure regarding certain convertible promissory notes and warrants.
Please expand on your disclosure to provide a description of the material terms of
these securities.
Business, page 37
17.Please revise to describe the "data available with respect to the environmental
impacts" of your fire retardant product that were "conducted by governmental
agencies" and the toxicological studies mentioned on page 18, as well as any other
material testing of your products.
18.Please revise to describe the material terms of the agreement governing the 10%
royalty payable to the equity holders of MFB California and file such agreement as an
exhibit pursuant to Item 601(b)(10) of Regulation S-K.

November 4, 2024
Page 5
Patents, trademarks and licenses and their duration, page 38
19.Please revise to provide the type of patent protection and jurisdiction for each patent
and clarify which patents relate to which of your products.
Business
Marketing and Distribution, page 49
20.We note your statement here that various milestones will "make the Company eligible
to be part of a $13.6 billion environmental management market." Please clarify what it
means to be eligible to be part of the environmental management market. We note
elsewhere you refer to the global fire retardant market reaching $13.6 billion by 2034.
Please revise to clarify if these are actually different figures or are instead the same
figure. If this is a separate figure, specify the geographic scope and reference date of
this figure and provide a figure more specific to your targeted market, not the entire
environmental management market.
Competition, page 49
21.We note your statement that "[a]t the international, national and regional levels, there
is no primary wholesale or retail competitors for environmentally sustainable flame
retardant and flame suppression product for the residential home industry." Please
revise to describe your competitive conditions in each of the market segments you
operate in or plan to operate in, not just the residential home industry, and describe the
competitive conditions for the larger market, including what you would consider non-
environmentally sustainable flame retardant and flame suppression products.
Business
Facilities, page 50
22.We note your statement that you lease properties in Lima, Ohio (10,000 square feet of
warehouse and office space) and in Rohnert Park, California (6,000 square feet for
research and development, and warehousing). Here, or elsewhere in the prospectus,
please expand on your disclosure to explain the operations you conduct at these
facilities. Your disclosure should explain how you operate these facilities without full-
time employees.
Directors and Executive Officers, page 50
23.Please revise to clarify whether your sole member of management or any of your
directors has professional experience in the fire retardant and suppression industry.
We also note your statement on page 16 that the sole member of your management
does not devote all of his time to your business. Please revise to clarify the other
businesses in which he is engaged.
Security Ownership of Certain Beneficial Owners and Management, page 57
Please revise your presentation to also show the beneficial ownership information
after the completion of the offering. Additionally, please clarify if the information
presented in this section reflects the reverse stock split. Revise your disclosure to also
identify the natural person or persons who have voting and/or investment control of 24.

November 4, 2024
Page 6
the shares held by TC Special Investments, Inc.
Certain Relationships and Related Party Transactions and Director Independence, page 59
25.Please revise your disclosures in this section to provide all of the information required
by Item 404 of Regulation S-K. To the extent you have any material contracts with
related parties please revise to describe the material terms and file such agreements as
exhibits.
General
26.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-
7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Anthony F. Newton, Esq.

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

       DIVISION OF
CORPORATION FINANCE
      January 29, 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.3
 Filed on:  January 29, 2010  File No.:  033-55254-38   Form 10-K for the Fiscal Year Ended D ecember 31, 2008
 Filed on:  April 15, 2009  File No.:   033-55254-38
Dear Mr. Koziol:

We have completed our review of your  preliminary proxy statement and annual
report on Form 10-K for the fiscal year ended December 31, 2008 and have no further
comments at this time.
Sincerely,

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

CORRESP
1
filename1.htm

    gem_corr-012810.htm

      January
29, 2010

      Securities
and Exchange Commission

      100 F
Street, N.E.

      Judiciary
Plaza

      Washington,
D.C.  20549

        Attn:
Division
of Corporation Finance,

                  Re:

                  General
      Environmental Management, Inc.

                Preliminary
      Proxy Statement on Schedule 14A

                Filed
      on: December 18, 2009

                File
  No. 033-55254-38

      Dear
Ladies and Gentlemen:

      By this
letter, General Environmental Management, Inc. (the “Company”), is responding to
the comments raised by the Staff of the Securities and Exchange Commission (the
“Commission”) in the comment letter dated January 28, 2010 from Pamela A. Long
of the Commission to Timothy J. Koziol, Chief Executive Officer of the Company,
relating to the Preliminary Proxy Statement on Schedule 14A filed with the
Commission on December 18, 2009 (the “Proxy Statement”) and the amended Proxy
Statement filed on January 12, 2010 and January 27,2010, in response to the
Staff's initial comments.  We have filed simultaneously Amendment
No. 3 to the Proxy Statement and have attached a marked copy of such
Amendment No. 3 indicating the changes that the Company has made to the
Proxy Statement.

      The
numbered paragraph below corresponds to the paragraph in which the comment was
made.  For your convenience, we have included above our response a copy of
the comment to which we are responding.

      Description of Luntz
Acquisition (Delaware). LLC and PSC, LLC. page
52

      1. We
note your response and revised disclosure in response to comment four of our
letter dated January 21, 2010, that "a PSC entity has provided $14 million in
cash to Luntz Acquisition (Delaware) LLC., which 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 was evidenced by a receipt delivered to
the company's management or other form of written acknowledgment that the funds
required complete the transaction were deposited into Luntz' bank
account.

      Response

      We have
received a written acknowledgment that the funds required to complete the
transaction have been deposited into a Luntz bank account. We have added such
information on Page52 of the Schedule 14A.

      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 Codification Topic 360.10.45-5. It appears that
the impact on reported operating income approximates 47%. The 8K/A should be similarly
revised.

      Response

      The Proxy
Statement has been revised to reclassify the 2009 loss on sale of property as an
operating expense.  We have also amended the previously submitted
8-K/A for the same reclassification.

          1

      Unaudited Pro Forma
Consolidated Statements 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 Regulation S-X specifically prohibits the
presentation of discontinued operations on the pro forma statements of
operations. It appears that the presentation and the EPS data in the proxy and
in the 8K/A should
be revised.

      Response

        The Proxy Statement has
been revised to remove the discontinued operations line item on pages 98 –
100.  We have
also revised the pro forma statement of operations in the previously submitted
8-K/A and removed the discontinued operations line item.  The 8-K/A
has been filed as revised.

      4. Please
revise pages 98-100 to delete the tax provision pro forma
adjustment.  Article 11-02(b)(5) of Regulation S-X requires that
nonrecurring charges directly attributable to the transaction be excluded from
the pro forma Statements of Operations and instead be disclosed in the
footnotes. The 8K/A should be similarly
revised.

      Response

        The Proxy Statement has
been revised to delete the tax provision pro forma adjustment on pages 98 – 100
and disclose the information in a footnote on page 97.  We have
also revised the pro forma statement of operations in the previously submitted
8-K/A and removed the tax provision pro forma adjustment.  The 8-K/A
has been filed as revised.

      In
addition, General Environmental Management, Inc. acknowledges that:

                §

                The
      Company is responsible for the adequacy and accuracy of the disclosure in
      its filings;

                §

                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.

      We
request that the Staff expedite their review of Amendment #3 by responding to
this response letter as soon as practicable as the financial condition of the
Company will be adversely affected by any delay in completing the sale of
General Environmental Management, Inc. (DE) . Should members of the Commission
Staff have any questions or comments, or require any additional information
regarding any of the responses or the attached filing, please contact the
undersigned or  Stanley  Moskowitz, Esq at (858) 523-0100
fax (858) 523-0444.

      Very
truly yours,

      General
Environmental Management, Inc.

                  By:
      /s/ Timothy J. Koziol

                  Timothy
      J. Koziol

      Cc:  Stanley
Moskowitz, Esq.

      2

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

CORRESP
1
filename1.htm

    gem_corr-012610.htm

      January
26, 2010

      Securities
and Exchange Commission

      100 F
Street, N.E.

      Judiciary
Plaza

      Washington,
D.C.  20549

      Attn: Division of Corporation
Finance

                  Re:

                  General
      Environmental Management, Inc.

                  Preliminary
      Proxy Statement on Schedule 14A

                  Filed
      on: December 18, 2009

                  File
  No. 033-55254-38

      Dear
Ladies and Gentlemen:

      By this
letter, General Environmental Management, Inc. (the “Company”), is responding to
the comments raised by the Staff of the Securities and Exchange Commission (the
“Commission”) in the comment letter dated January 21, 2010 from Pamela A. Long
of the Commission to Timothy J. Koziol, Chief Executive Officer of the Company,
relating to the Preliminary Proxy Statement on Schedule 14A filed with the
Commission on December 18, 2009 (the “Proxy Statement”) and the amended Proxy
statement filed on January 12, 2010 in response to the Staff's initial
comments.  We have filed simultaneously Amendment No. 2 to the Proxy
Statement and have attached a marked copy of such Amendment No. 2
indicating the changes that the Company has made to the Proxy
Statement.

       The
numbered paragraph below corresponds to the paragraph in which the comment was
made.  For your convenience, we have included above our response a copy of
the comment to which we are responding.

      General

      1. We
have read your response to comment one of our letter dated January 11, 2010, and
note that you plan to file audited financial statements of CLW on Form 8-K on or
before January 26, 2010. We note that 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 acquisition of CLW. Since the sale is being
made to facilitate the acquisition of CLW (the: sole continuing business post
disposition GEM) and shareholders did not have an opportunity to vote on the
acquisition, please provide the information required by Item 14 of Schedule 14A,
including audited financial statements for the latest fiscal year and unaudited
interim financial statements for CLW in your filing. Please refer to Note A to
Schedule 14A.

      Response

      We have
included in the Proxy Statement audited financial statement for the most recent
fiscal year, December 2008 and unaudited financial statements for the 10 months
ended October 31, 2009. In addition we have included a Management's Discussion
and Analysis comparing October 31, 2009  to October 31,
2008.  We have further provided a Section in the Proxy entitled "CLW
Business Description" which provides a description of the history, background,
and business of CLW. With this added information, we believe that our
shareholders will have adequate information concerning CLW to enable them to
make an informed decision in whether to vote in favor or against the proposed
sale of GEM DE.

      2. Please
tell us how you considered the requirements of Item 9.01(e) to Form 8-K in
concluding that you had an additional 71 days to file the financial statements
of CLW.  Discussions regarding the sale of GEM DE began in July 2009,
and a letter of intent was proffered by PSC on September 25, 2009. Given the
plan to dispose of all of your preexisting operations, 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.

          1

      Response

      We are
providing our shareholders with the audited and unaudited financial information
mentioned by the Staff in comment Number 1 above.  In addition, we do
not believe that the Company at any time would be a "Shell" as defined in
Securities Act Rule 405.  The Company acquired CLW, a company with
substantial assets and operations in November of 2009.  The Company
will not be selling GEM DE, assuming that shareholders approve of the sale,
until mid to late February of 2010. At no time will the Company have "'nominal"
assets.

      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 expand your disclosure about the type informal
survey the board conducted, the nature of the data that the board reviewed and
took into consideration. and how this analysis affected the board's decision to
approve the transaction and recommend it to the shareholders for their approval
In addition, please further elaborate on your disclosure that the board
conducted "an overview of non-favorable economic trends" to explain what they
are and how they fit into the board's analysis and decision regarding the
transaction with Luntz. Please also discuss all material components of your
decision and potential risks that the board considered during its
decision-making process.

      Response

      We have
added disclosure in response to this Comment under Reasons for the Sale;
Recommendation of the Company’s Board of Directors on page 33
of the Proxy

      Description of Luntz:
Acquisition (Delaware), LLC and PSC. LLC, page 51

      4.  We
note your revised disclosure in response 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 financial information, but also disclosure about
the buyer's business, properties, legal proceedings and market, an 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
disclosure about the buyer's ability to comply with the terms of the stock
purchase agreement, but instead you are warning your shareholders that Luntz may
not complete the sale, we are re­issuing our prior Comment five. Please
advise or revise.

      Response

      Disclosure
has been added to the "Information About the Parties" section of the Schedule
14A showing that Luntz Acquisition (Delaware) LLC has received $14 million in
cash and has deposited such cash in a separate bank account that is available
for Luntz to complete the purchase of GEM DE, provided all other terms and
conditions of the Agreement to sell GEM DE are met.

      Paragraph
2.a of the Instructions to Item 14 of Schedule 14A provides that

      "In
transactions in which the consideration offered to security holders consists
wholly of cash, the information required by paragraph (c)(1) of this Item for
the acquiring company need not be provided unless the information is material to
an informed voting decision (e.g., the security holders of the target company
are voting and financing is not assured)."

          2

      The
Company believes that with the assurance of Luntz's ability to complete the
transaction, evidenced by the
cash in Luntz's separate bank account, the Part B of Form S-4 information ("Part
B Information")called for by Paragraph (c)(1) of  Schedule 14A is not
required, as information about Luntz
 is not material to the shareholders of the Company in making their
decision on how they will vote.  It is clear that if the
shareholders approve the sale of GEM DE to Luntz (the "Transaction") that
the shareholders will have no interest in Luntz whatsoever.

      The
Company believes  that Release # 33-7760 and specifically Section
II. "Discussion of New
Regulatory Scheme"--Paragraph F. "Disclosure Requirements for Tender
Offers and Mergers" Section 2. "Streamline and Improve Required Disclosure" supports
the Company's position.  Under this Section, the Commission
states:

      "In
addition, we are adopting several substantive changes regarding the information
required for acquirors and targets under Item 14. All commenters that addressed
the proposed changes to Item 14 believed they were appropriate. We continue to
believe that in certain circumstances the disclosure requirements in Item 14 may
be unnecessarily burdensome and inconsistent with the level of information that
would be required if the same transaction was structured as an all-cash,
all-share tender offer. Therefore, we are adopting the following proposed
revisions:

                §

                Item
      14 is revised to clarify that financial statement and other information
      about the acquiror is required in a cash merger only if that information
      is material to voting security holders' evaluation of the transaction.
 161
      Similar to the need for a bidder's financial statements in a cash tender
      offer, information about the acquiror in a merger is generally not needed
      when target security holders are receiving cash and the acquiror has
      demonstrated its financial ability to satisfy the terms of the offer.
 162

                §

                In
      cases where financial statement information for the acquiror would be
      material to a security holder's voting decision, acquiror information is
      required for only two years and not three, consistent with the treatment
      of tender offers.
 163

                §

                The
      requirement to provide information about the target in a cash merger is
      eliminated when the acquiror's security holders are not voting on the
      transaction.
 164
      Most likely, target security holders will have information about the
      securities they already hold. As a result, security holders can receive a
      shorter disclosure document that is focused on the terms and effects of
      the transaction. This revision harmonizes the disclosure required in cash
      merger transactions with that required in all-cash, all-share tender
      offers.
165
      "

      We call
the attention to the Staff to the first bullet point where the language refers
not only to "financial statement" but also to "other information about the
acquiror only if that information is material to voting security holders'
evaluation of the transaction."  While the Transaction is not a "cash
merger", it is a sale of assets for cash only and therefore applicable to the
Transaction.

      We
further call the attention of the Staff to the fact that the acquiror is
identified in the Schedule 14A as a subsidiary of PSC Environmental Services,
LLC, which is a wholly owned subsidiary of PSC, LLC ("PSC"). Notwithstanding
that PSC is a privately held company, its website www.pscnow.com, is available
for viewing by shareholders.

      In
addition, General Environmental Management, Inc. acknowledges that:

                §

                The
      Company is responsible for the adequacy and accuracy of the disclosure in
      its filings;

                §

                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.

          3

      We
request that the Staff expedite their review of Amendment #2 by responding to
this response letter as soon as practicable as the financial condition of the
Company will be adversely affected by any delay in completing the sale of
General Environmental Management, Inc. (DE) . Should members of the Commission
Staff have any questions or comments, or require any additional information
regarding any of the responses or the attached filing, please contact the
undersigned or  Stanley  Moskowitz, Esq at 858 523-0100 fax
(858) 523-0444

      Very
truly yours,

      General
Environmental Management, Inc.

                  By:
      /s/Timothy
      J. Koziol

                  Timothy
      J. Koziol

      Cc:  Stanley
Moskowitz, Esq.

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

CORRESP
1
filename1.htm

    gem_corresp-011210.htm

    VIA
EDGAR

    January
12, 2010

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Judiciary
Plaza

    Washington,
D.C.  20549

    Attn:   Division of Corporation
Finance,

                Re:

                General
      Environmental Management,
Inc.

    Preliminary
Proxy Statement on Schedule 14A

    Filed on:
December 18, 2009

    File
No. 033-55254-38

    Dear
Ladies and Gentlemen:

    By this
letter, General Environmental Management, Inc.. (the “Company”), is responding
to the comments raised by the Staff of the Securities and Exchange Commission
(the “Commission”) in the comment letter dated January 11, 2010 from Pamela A.
Long of the Commission to Timothy J. Koziol, Chief Executive Officer of the
Company, relating to the Preliminary Proxy Statement on Schedule 14A filed with
the Commission on December 18, 2009 (the “Proxy Statement”).  We have filed
simultaneously Amendment No. 1 to the Proxy Statement and have attached a
marked copy of such Amendment No. 1 indicating the changes that the Company
has made to the Proxy Statement.  In addition to the disclosure in response
to the comment letter dated January 11, 2010, Amendment No. 1 to the Proxy
Statement includes disclosure with respect to the following
changes:

    The
numbered paragraph below corresponds to the paragraph in which the comment was
made.  For your convenience, we have included above our response a copy of
the comment to which we are responding.

    General

    1.  We
note you plan to dispose of your primary operating subsidiary, General
Environmental Management.  We further note you purchase 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 SX.

    Response

    The
Company acquired CLW on November 13, 2009.  The Company is in the
process of completing the audited financial statements of CLW and they will be
filed on Form 8K on or before the required last date for the filing of January
26, 2010.  The Company does not believe that the shareholders will be
harmed by not having the audited financial statements of CLW as there is
adequate financial information concerning CLW contained in the Pro-forma
financial information contained in the Proxy Statement for a shareholder to make
an informed decision regarding her or his vote.

    2.  Revise
your filing to present pro forma operating information for the two years ended
December 31, 2008.

        1

    Response

    The Proxy
Statement has been revised to add the pro forma operating information to include
the fiscal years ended December 31, 2008 and December 31, 2007.

    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.

    Response

    The Proxy
Statement has been revised to add the pro forma operating information to include
the fiscal years ended December 31, 2008 and December 31, 2007 for California
Living Waters.

    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 consideration to be received by the company. We also note that
there is no disclosure about a fairness opinion given by a financial advisor to
help the board determine whether the consideration payable by Luntz is fair to
the company's stockholders from a financial point of view. As applicable, please
disclose why the board made the determination not to obtain a fairness opinion
and how it concluded that the consideration was fair to the company's
stockholders.

    Response

    The Proxy
Statement has been revised to add disclosure in response to the Staff's
comment.

    Description of Luntz
Acquisition (Delaware)LLC and PSC, LLC page 51

    5. We
note that you have not provided information about the buyer as required by Item
14{c)(1) of Schedule 14A, including financial statements for the latest two
fiscal years and the applicable interim 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 ability
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/interpss/telephone/phonesupplement3.htm.

    Response

    The Proxy
Statement has been revised to add disclosure in response to the Staff's
comment.

    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 reconciliation
starting with $14 million, the items being deducting and the ending balance of
$2.8 million.

    Response

        2

    The Proxy
Statement has been revised to correct pro forma adjustment 2(b) and disclose the
details of the estimated cash proceeds that agree with the pro forma
adjustment.

    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 September 30, 2009. Please revise your filing
to present a reconciliation that agrees back to the $9.3 million
presented.

    Response

    The Proxy
Statement has been revised to expand the disclosure for pro forma adjustment 2
(c) and provide the detail that reconciles back to the adjustment.

    Unaudited Pro Forma
Consolidated Statements of Continuing Operations. Page 72

    8.  Please
revise your pro forma income statement to present income/(loss) from continuing
operations before nonrecurring charges or credits directly attributable to the
transaction. Specifically, 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 guidance. Please include
footnote disclosure that calculates the gain or loss related to the disposal of
General Environmental Management, Inc.

    Response

    The Proxy
Statement has been revised in response to the Staff's comment.

    9.  Please
revise to present historical basic 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-Xfor
guidance.

    Response

    The Proxy
Statement has been revised in response to the Staff's comment.

    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. lf the transaction
is structured in such a manner that significantly 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 calculations (1) assuming that you receive the
full consideration of $14 million, and (2) assuming that you receive the
smallest amount of proceeds deemed reasonably possible by
management.

    Response

    The Proxy
Statement has been revised in pro forma adjustment 2(c) to add disclosure in
response to the Staff's comment.

        3

    On behalf
of the Company, we have arranged for delivery to the attention of each of Era
Anagnosty Esq. and Tracey McKoy of the Commission via United Parcel Service for
overnight delivery three copies of this response letter together with marked
copies of Amendment No. 1, and the supplemental information listed
above.

    We
request that the Staff expedite their review of Amendment #1by responding to
this response letter as soon as practicable as the financial condition of the
Company will be adversely affected by any delay in completing the sale of
General Environmental Management, Inc. (DE). Should members of the Commission
Staff have any questions or comments, or require any additional information
regarding any of the responses or the attached filing, please contact the
undersigned or Stanley Moskowitz, Esq at 858 523-0100 fax (858)
523-0444

    Very
truly yours,

    General
Environmental Management, Inc.

    By:
/s/ Timothy J.
Koziol

    Timothy
J. Koziol

    Cc:  Stanley
Moskowitz, Esq.

    4

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

CORRESP
1
filename1.htm

    gem_corresp-121509.htm

    GENERAL
ENVIRONMENTAL MANAGEMENT, INC.

    3191
Temple Ave., Suite 250

    Pomona,
CA 91768

    December
15, 2009

    FILED AS
EDGAR CORRESPONDENCE

    &VIA
FEDERAL EXPRESS

    Securities
ad Exchange Commission

    Division
of Corporate Finance

    Mail Stop
4631

    Washington,
D.C. 20549-4631

                    RE:

                    General
      Environmental Management, Inc. (“Company”)

                  Form
      10-K for the Fiscal Year Ended December 31, 2008

                  Filed
      April 15, 2009

                  File
      No. 033-55254-38

    Dear Mr.
O’Brien,

    Set forth below are the responses
related to the comments received from the staff (“Staff”) of the Securities and
Exchange Commission (“SEC”) in the letter dated November 16, 2009.  We
have reproduced the Staff’s comments in bold type for your convenience and have
followed the comment with our response.

    Form 10-K for the Fiscal
Year Ended December 31, 2008

    Management’s Discussion and
Analysis, page

    1.  In future annual and
quarterly filings please ensure the discussion of results and operations
quantifies the impact of the various underlying factors mentioned in your
analysis and discusses the underlying causes.  For
example:

    •           On page 25 you state total revenues
increased 15% from fiscal year 2007 to 2008 and you attribute this change to
increased revenues for GEM's mobile treatment business and acquisition of Island
Environmental Services. However, you do not quantify or address the underlying
reasons driving the increased sales for GEM's mobile treatment
business.

        Page 1

    •           On page 25 you state the decrease in
operating expenses is attributed to general expense reductions made in 2007 and
decrease in non-cash charges for consulting and advisory fees. However, you do
not provide a discussion of the expense reductions made in 2007, the reason why
consulting and advisory fees decreased or whether you expect the trend in lower
operating expenses to continue in future periods.

    •           On page 29 of your March 31, 2009
Form 10-Q you state the increase in revenue was offset by a decrease in revenues
in the Enviroconstruction market sector. However, you do not
quantify the decrease or provide an analysis
of the underlying reason "for the decline in sales.

    •           On page 31 of your June 30, 2009 Form
10-Q you state cost of revenues as a percentage of revenue as compared to the
same period in 2008 increased primarily due to negative margins at Island
Environmental Services. However, you do not quantify the negative margins or
provide a discussion of the underlying reasons for the negative
margins.

    These
are examples and are not intended to be a comprehensive list. For additional
guidance, please refer to Section 501.04 of the Financial Reporting Codification
and SEC Release 33-8350.

    Response: We have noted your
comment and will adhere to your guidance in future filings.

    2.           You
state on page 34 that you expect to begin to operate profitably due to improved
operational results and cost reductions made in late 2008. In future filings
please disclose when you expect this turn around to occur and provide a
discussion of actions management is taking to improve operations.

    Response: We have noted your
comment and will adhere to your guidance in future filings.

    Liquidity, page
26

    3.           Given
that you received a going concern opinion from your auditors and reported
negative working capital and cash flows from operating activities since 2005,
please revise future filings to include a more robust discussion and analysis of
liquidity. Specifically, please provide a discussion of your cash needs and
sources of cash and whether you have sufficient cash to continue operations for
the next twelve months. Refer to SEC Release 33-8350 for guidance.

    Response: We have noted your
comment and will adhere to your guidance in future filings.

        Page 2

    Revenue Recognition, page
31

    4.           We
note from your disclosure that you provide bundled service packages. Please
describe the types of services included in this package, your revenue
recognition policy and whether this package has multiple deliverables as
contemplated by EITF 00-21. Please also tell us what you mean by "when the
service is billed, expected costs are accumulated and accrued".

    Response: The revenue
recognition by the Company does not include the complex contracts that require
separate delivery of multiple goods and/or services that are described in EITF
00-21.  The Company described the advice and support of its
technicians as either “billed at negotiated rates or the service (advice and
support) is bundled into a service package.”  This was an incorrect
use of the word “bundled” as it relates to revenue recognition.  Our
technicians, who also act in a sales role, communicate with clients on the best
and most cost effective way to handle hazardous waste.  If this
service is advisory and doesn’t involve engaging the Company’s resources, then
the technicians’ time is billed at hourly rates.  If the handling of
the waste does engage the Company’s resources of transportation, disposal,
logistics, documentation and tracking using the Company’s proprietary software,
“GEMWARE”, then the technicians’ costs are included into the normal overhead and
allocated to the revenues created from providing these services to the
customer.

    The
disclosure in the Form 10-K for the Fiscal Year Ended December 31, 2008 under
(c) Revenue Recognition is “When the service is billed, client costs are accumulated
and accrued.”  The disclosure does not mention “expected”
costs.  For our services, we account for the labor, overhead and
equipment costs necessary to complete the work.  For outside services,
we accumulate the invoice purchases related to the work and match those expenses
to the corresponding revenue.

    We will
include, in future filings, a better description of this policy in order to
promote a clearer understanding in compliance with this comment.

    Financial
Statements

    5.           The
purchase price of $3.5 million for the Island acquisition in August 2008 appears
to be significant pursuant toRule8-04 of Regulation S-X. If any of the
conditions set forth in Rule 8-04 exceed 20%, but none exceeds 40%, audited
financial statements should be furnished for the most recent fiscal year and
unaudited financial statements for any interim periods. Please provide us your
test of significance.

        Page 3

    Response: We evaluated the
conditions set forth in Rule 8-04 of Regulation S-X and determined that this
acquisition was significant.  Due to the resignation of that
acquisition’s accountant and problems with the acquisitions’ historical
accounting software system, the completion of the audit was significantly
delayed.  We are now in the process of completing the audit and
financial statements for the year ended December 31, 2007 and have completed the
financial statements for the eight months ended August 31, 2008 (acquisition
date).  These will be filed in an 8K report upon completion of the
audit which is expected to be completed by December 23, 2009.

    Forms
10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009

    Controls
and Procedures

    6.           Please
tell us whether there have been changes to your internal controls over financial
reporting during your quarters ended March 31,2009 and June 30, 2009 and provide
disclosure in future filings that address this issue. Refer to Item 308 (c) of
Regulation S-K for guidance.

    Response: There were no changes in our internal control over financial
reporting that occurred during the quarters ended March 31,2009 and June 30,
2009 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.  We will
include in future filings this evaluation in compliance with these
comments.

    The Company hereby acknowledges that:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      their filings;

              ·

              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.

        Page 4

    Should
members of the Commission Staff have any questions or comments, or require any
additional information regarding any of the responses contained in this Letter,
please contact the undersigned at telephone at (909) 444-9500 or by facsimile at
(909) 444-8356.

    Sincerely,

    GENERAL
ENVIRONMENTAL MANAGEMENT, INC.

    /s/ Brett M.
Clark,

    Brett M.
Clark,

    Executive
Vice President of Finance, Chief Financial Officer

    Page 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
November 16, 2009

via U.S. mail and facsimile

Timothy J. Koziol, Chief Executive Officer  General Environmental Management, Inc.  3191 Temple Ave., Suite 250 Pomona CA   91768
 RE: General Environmental Management, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed April 15, 2009   File No. 033-55254-38
Dear Mr. Koziol:

We have reviewed the above referenced filings and have the following comments.
Where indicated, we think you should revise your  disclosures in future filings in response
to these comments. If you disagree, we w ill consider 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
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
   Form 10-K for the Fiscal Year Ended December 31, 2008

 Management’s Discussion and Analysis, page

1. In future annual and quarterly filings pl ease ensure the discussion of results and
operations quantifies the impact of the various underlying factors mentioned in
your analysis and discusses the underlying causes.  For example:

Mr. Timothy J. Koziol
General Environmental Management, Inc  November 16, 2009 Page 2
• On page 25 you state total revenues in creased 15% from fiscal year 2007
to 2008 and you attribute this change  to increased revenues for GEM’s
mobile treatment business and ac quisition of Island Environmental
Services.  However, you do not quantif y or address the underlying reasons
driving the increased sales for GEM’s mobile treatment business.
• On page 25 you state the decrease in operating expenses is attributed to
general expense reductions made in 2007 and decrease in non-cash
charges for consulting and advisory fees.  However, you do not provide a
discussion of the expense reductions  made in 2007, the reason why
consulting and advisory fees decrease d or whether you expect the trend in
lower operating expenses to continue in future periods.
• On page 29 of your March 31, 2009 Form 10-Q you state the increase in
revenue was offset by a decrease in  revenues in the Enviroconstruction
market sector.   However, you do not quantify the decrease or provide an
analysis of the underlying reas on for the decline in sales.
• On page 31 of your June 30, 2009 Form 10-Q you state cost of revenues as
a percentage of revenue as compared to the same period in 2008 increased
primarily due to negative margins at Island Environmental Services.  However, you do not quantify the negative margins or provide a discussion of the underlying reasons for the negative margins.

These are examples and are not intended to be a comprehensive list.  For additional guidance, please refer to Section 501.04 of the Financial Reporting
Codification and SEC Release 33-8350.
2. You state on page 34 that you expect to  begin to operate profitably due to
improved operational results and cost reduc tions made in late 2008.  In future
filings please disclose when you expect this turn around to occur and provide a
discussion of actions management is taking to improve operations.

Liquidity, page 26

3. Given that you received a going concern opinion from your auditors and reported
negative working capital and cash flows from operating activities since 2005,
please revise future filings to include a more robust discussion and analysis of
liquidity.  Specifically, please provide a discussion of your cash needs and sources
of cash and whether you have sufficient cas h to continue opera tions for the next
twelve months.  Refer to SEC Release 33-8350 for guidance.

Revenue Recognition, page 31
4. We note from your disclosure that you pr ovide bundled service packages.  Please
describe the types of services included in this package, your revenue recognition
policy and whether this package has multiple deliverables as contemplated by

Mr. Timothy J. Koziol
General Environmental Management, Inc  November 16, 2009 Page 3
EITF 00-21.   Please also tell us what you mean by “when the service is billed,
expected costs are accumulated and accrued”.

Financial Statements

5. The purchase price of $3.5 million for the Island acquisition in August 2008
appears to be significant pur suant to Rule 8-04 of Regula tion S-X.   If any of the
conditions set forth in Rule 8-04 exc eed 20%, but none exceeds 40%, audited
financial statements should be furnishe d for the most recent fiscal year and
unaudited financial statements for any inte rim periods. Please pr ovide us your test
of significance.

 Forms 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009

 Controls and Procedures

6. Please tell us whether there have been changes to your internal controls over
financial reporting during your quarter s ended March 31, 2009 and June 30, 2009
and provide disclosure in future filings th at address this issue.  Refer to Item 308
(c) of Regulation S-K for guidance.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating 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 their
filings;

Mr. Timothy J. Koziol
General Environmental Management, Inc  November 16, 2009 Page 4
• 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 secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence Al Pavot at (202) 551-3738 or th e undersigned Accounting Branch Chief at
(202) 551-3355 if you have questions regard ing comments on the financial statements
and related matters.
Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

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    gem_corr-051208.htm

      SOLUTIONS

      TECHNOLOGY

      WASTE
MANAGEMENT

      May 12, 2008

      United
States Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
DC  20549-7010

      Attention:
Pamela Long, Assistant Director

      Re:  General
Environmental Management , Inc. R
Registration Statement on Form S-1 (File No. 333-148100)

      Dear Ms.
Long:

      Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned,
General Environmental Management , Inc. (the “Company”), the registrant with
respect to the above-captioned registration statement, hereby respectfully
requests acceleration of effectiveness of the registration statement to 10 A.M.,
Eastern Daylight Time, May 13, 2008, or as soon thereafter as is
practicable.

      The
Company acknowledges that:

                ·

                 should the Commission
      or the staff, acting pursuant to delegated authority, declare the
      registration statement effective, it does not foreclose the Commission
      from taking any action with respect to the registration
      statement;

                ·

                the
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the registration statement effective, does not
      relieve the Company from its full responsibility for the adequacy and
      accuracy of the disclosure in the registration statement;
    and

                ·

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

      We
appreciate your assistance with respect to this matter.  Please advise our
counsel, Audie J. de Castro, (619) 702-8690, or Stanley Moskowitz Esq. at (858)
523-0100 if you have any questions and to advise us that the registration
statement has been declared effective.

      Thank
you

      General
Environmental Management , Inc.

                  /s/
      Timothy J. Koziol

                  Timothy
      J. Koziol, CEO

GENERAL
ENVIRONMENTAL MANAGEMENT, INC.

      3191 TEMPLE
AVENUE, SUITE 250

      POMONA, CA
91768

      909.444.9500
- TEL

      909.444.9900
- FAX

      WWW.GO-GEM.COM

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    gem_corr-050508.htm

          VIA
EDGAR

          May 5,
2008

          Securities
and Exchange Commission

          100 F
Street, N.E.

          Judiciary
Plaza

          Washington,
D.C.  20549

          Attn: Division of Corporation
Finance,

          Re:    General Environmental Management,
Inc.

File
No. 333-148100

          Dear
Ladies and Gentlemen:

          At the
request of General Environmental Management, Inc., (the “Company”), we are
responding to the comments raised by the Staff of the Securities and Exchange
Commission (the “Commission”) in the comment letter dated March 10, 2008 from
Pamela A. Long of the Commission to Timothy J. Koziol, Chief Executive Officer
of the Company, relating to Amendment # 2 to the registration statement on
Form S-1 of the Company filed with the Commission on April 17, 2008 (the
“Registration Statement”).  We have filed simultaneously Amendment
No. 3 to the Registration Statement and have attached a marked copy of such
Amendment No. 3 indicating the changes that the Company has made to the
Registration Statement.

          In
compliance with release number 33-8876 the Registration Statement is filed on
form S-1A.  Further, in accordance with the SEC’s guidance dated
January 25, 2008 the Company elects to keep form SB-2 disclosure
format.

           The
numbered paragraph below corresponds to the paragraph in which the comment was
made.  For your convenience, we have included above our response a copy of
the comment to which we are responding.

          Grant of Plan—Base Awards,
page 7

          1. Refer
to prior comments 7 and 8.  The grants of plan-based awards during the
year ended December 31, 2007 table is not required by the amendments to the
disclosure requirements adopted by the Commission on November 7,
2006.  In addition, some of the numerical information in that table
does not appear to be consistent with disclosures in the table depicting
outstanding equity awards at fiscal year end.  Please see Item 402 of
Regulation S-B and Release No. 33-8732A, and revise.

          Response

          The
grants of plan-based awards during the year ended December 31, 2007 has been
removed from the registration statement.  Registrant has confirmed
that the information contained in the table depicting outstanding equity awards
at fiscal year end is correct.

          Selling Stockholders, page
47

          2. Refer
to prior comment 9. We note that you have removed the footnote to the table
indicating that the amounts in the table represent the maximum number and
percentage of shares that the selling stockholders can own at one time due to
their 4,99% limitation.  If any of the selling shareholders have the
right to acquire additional shares not shown in the table because of the 4.99%
limitation, please revise your footnotes to clarify this and to disclose the
amounts of shares such shareholders could acquire without regard to the 4.99%
limitation.

              1

          Response

          The only
selling stockholders that have a percentage limitation on the amount of shares
they may hold are the Laurus Funds and the information describing such
limitation is set forth in Footnote number 12.  No other selling
shareholders have a right to acquire additional shares except as set forth in
the table.

          3.  Based
on footnote number (8) next to the name of John Hakopian in the selling
stockholder table included in the pre-effective amendment1 to the registration
statement, footnote number (13) is also next to the name of Liebling Living
Trust in the selling stockholder table. Please revise.

          Response

          The
Registration Statement has been revised in compliance with the Staff’s
comment.

          Exhibit
5.1

          4.  Refer
to prior comment 19. As noted previously, counsel must consent also to being
named in the registration statement. See Rule 436 of Regulation C under
Securities Act, and revise.

          Response

          Exhibit
5.1 has been revised in compliance with the Staff’s comment

          On behalf
of the Company, we have arranged for delivery to the attention of Edward M.
Kelley of the Commission via Federal Express for overnight delivery three copies
of this response letter together with marked copies of Amendment No.2, and the
supplemental information listed above.

          We hope
that the Staff will be able to accommodate the Company by responding to this
response letter as soon as practicable. In the meantime, should members of the
Commission Staff have any questions or comments, or require any additional
information regarding any of the responses or the attached filing, please
contact the undersigned at 619-702-8690 or Stanley M. Moskowitz, who is Of
Counsel to this firm at 858 523-0100.

          Very
truly yours,

          de Castro
P.C.

              By:

                /s/
      Audie J. de Castro

                Audie
      J. de Castro

                .

    2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

April 28, 2008

 By facsimile to (619) 702-9401 and U.S. Mail

  Mr. Timothy J. Koziol Chief Executive Officer General Environmental Management, Inc. 3191 Temple Avenue, Suite 250 Pomona, CA 91768  Re: General Environmental Management, Inc.  Pre-effective Amendment 2 to Registration Statement on Form S-1  Filed April 17, 2008
File No. 333-148100
Dear Mr. Koziol:   We reviewed the filing and have the comments below.

Grant of Plan-Based Awards, page 37

1. Refer to prior comments 7 and 8.  The grants of plan-based awards during the year ended December 31, 2007 table is not required by the amendments to the disclosure requirements adopted by the Commission on November 7, 2006.  In addition, some of the numerical information in that table does not appear to be consistent with disclosures in the table depicting outstanding equity awards at fiscal year end.  Please see
 Item 402 of
Regulation S-B and Release No. 33-8732A, and revise.
 Selling Stockholders, page 47

2. Refer to prior comment 9.  We note that you have removed the footnote to the table
indicating that amounts in the table represent the maximum number and percentage of shares that the selling stockholders can own at one time due to their 4.99% limitation.  If any of the selling shareholders have the right to acquire additional shares not shown in the table because of the 4.99% limitation, please revise your footnotes to clarify this and

Mr. Timothy J. Koziol
April 28, 2008 Page 2
 to disclose the amount of shares such shareholders could acquire without regard to the 4.99% limitation.

3. Based on footnote number (8) next to the name of John Hakopian in the selling
stockholder table included in pre-effective amendment 1 to the registration statement, footnote number (13) next to the name of John Hakopian in the selling stockholder table appears inapplicable to him.  We note that footnote (13) is also next to the name of Liebling Living Trust in the selling stockholder table.  Please revise.

Exhibit 5.1

 4. Refer to prior comment 19.  As noted previously, counsel must consent also to being
named in the registration statement.  See
 Rule 436 of Regulation C under the Securities
Act, and revise.
 Closing

  File an amendment to the S-1 in response to the comments.  To expedite our review, GEM may wish to provide us three marked courtesy copies of the amendment.  Include with the filing any supplemental information requested and a cover letter tagged as correspondence that keys the responses to the comments.  If GEM thinks that compliance with any of the comments is inappropriate, provide the basis in the letter.  We may have additional comments after review of the amendment, the responses to the comments, and any supplemental information.   We urge all persons responsible for the accuracy and adequacy of the disclosure in the registration statement reviewed by us to ensure that they have provided all information investors require for an informed decision.  Since GEM and its management are in possession of all facts relating to the disclosure in the registration statement, they are responsible for the adequacy and accuracy of the disclosures that they have made.
If GEM requests acceleration of the registration statement’s effectiveness, GEM should
furnish a letter at the time of the request in which it acknowledges that:
• Should the Commission or the staff acting by delegated authority declare the registration statement effective, it does not foreclose the Commission from taking any action on the filing.

• The action of the Commission or the staff acting by delegated authority in
declaring the registration statement effective does not relieve GEM from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

Mr. Timothy J. Koziol
April 28, 2008 Page 3
 • GEM may not assert our comments and the declaration of the registration statement’s effectiveness as a defense in any proceeding initiated by the Commission or any person under the United States’ federal securities laws.
  The Commission’s Division of Enforcement has access to all information that GEM provides us in our review of the registration statement or in response to our comments on the registration statement.   We will consider a written request for acceleration of the registration statement’s effectiveness under Rule 461 of Regulation C under the Securities Act as confirmation that those requesting acceleration are aware of their responsibilities under the Securities Act and the Exchange Act as they relate to the proposed public offering of the securities specified in the registration statement.  We will act on the request and by delegated authority grant acceleration of the registration statement’s effectiveness.   You may direct questions on comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at (202) 551-3765.
Very truly yours,

Pamela A. Long
         Assistant Director  cc: Audie J. de Castro, Esq.  de Castro, P.C.  309 Laurel Street  San Diego, CA 92101

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    gem_corr-041608.htm

    VIA
EDGAR

    April 17,
2008

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Judiciary
Plaza

    Washington,
D.C.  20549

            Attn:
            Division of
      Corporation Finance,

            Re:
            General
      Environmental Management, Inc.

            File
      No. 333-148100

    Dear
Ladies and Gentlemen:

    At the
request of General Environmental Management, Inc., (the “Company”), we are
responding to the comments raised by the Staff of the Securities and Exchange
Commission (the “Commission”) in the comment letter dated March 10, 2008 from
Pamela A. Long of the Commission to Timothy J. Koziol, Chief Executive Officer
of the Company, relating to Amendment # 1 to the registration statement on
Form S-1 of the Company filed with the Commission on February 20, 2008 (the
“Registration Statement”).  We have filed simultaneously Amendment
No. 2 to the Registration Statement and have attached a marked copy of such
Amendment No. 2 indicating the changes that the Company has made to the
Registration Statement.

    In
compliance with release number 33-8876 the Registration Statement is filed on
form S-1A.  Further, in accordance with the SEC’s guidance dated
January 25, 2008 the Company elects to keep form SB-2 disclosure
format.

    The
numbered paragraph below corresponds to the paragraph in which the comment was
made.  For your convenience, we have included above our response a copy of
the comment to which we are responding.

    General

    1.           We
note that you have reduced the size of this offering pursuant to prior comment
1.  However, we remain concerned with the offering’s overall size
relative to the number of shares outstanding that are held by non-affiliates. In
addition, Laurus and its affiliates are collectively offering in excess of 10%
of the company’s unaffiliated shares. You may further reduce the amount of
shares being registered for resale in response to this comment, or as noted in
prior comment 1

              §

              File
      a11 registration statement for the "resale" offering at the time of each
      conversion and warrant exercise because GEM is ineligible to conduct the
      offering on a delayed or continuous basis under Rule
      415(a)(1)(x).

              §

              Identify
      the selling securityholders as underwriters in the registration
      statement.

              §

              Include
      the price at which the underwriters will sell  the
      securities

    Response

    Please
note that GEM has reduced the number of shares that are sought to be registered
by the Registration Statement from 4,252,365 to 3,119,174.  Also
please note that the number of shares sought to be registered on behalf of
Laurus and its affiliates has been reduced from 1,111,962 to 776,342, which is
below 10% of GEM’s unaffiliated shares.

        1

    Based
upon the recent guidance from David Lynn, Chief Counsel of the Division of
Corporate Finance, that the Staff’s position regarding the number of shares of
common stock underlying convertible securities that may be registered will be
capped at 33% of the “float”, and our explanation contained in our response to
your comment #1 in our Response Letter dated February 19,2008, we believe that
the number of shares sought to be registered by GEM in the Registration
Statement is in compliance with Rule 415(a)(1)(x).

    2.           We
note that GEM in response to prior comment 2 intends to provide by amendment
updated financial statements as required by Item 310 of Regulation
S-B.  As requested in prior comment 26, include an updated consent of
GEM’s independent public accountant as an exhibit to the registration
statement.

    Response

    The
Registration Statement has been updated to include the December 31, 2007 audited
financial statements of GEM and an updated consent of GEM’s independent public
accountant has been provided as an exhibit to the registration
statement.

    3.    Revise
disclosures throughout the registration statement to reflect the updated
financial statements. For example, refer to the risk factors and management’s
discussion and analysis of financial condition and results of operations
sections.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    Market for common Equity and
Related Stockholder Matters, page 14

    4.           Update
the table to include data for the quarter ended December 31, 2007

    Response

    The table
has been updated through March 31, 2008.

    Legal Proceedings, page
32

    5.           Revised
disclosure states that Romic environmental Services, Inc. alleges damages of $15
million.  If GEM and four of its senior executives do not prevail in
the lawsuit, clarify whether and adverse outcome would have a material adverse
effect on GEM’s business or financial condition.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    Legal Proceedings, page
32

    6.           Revised
disclosure in response to prior comment 8 states that Mr. James Stapleton is
“independent” as that term is used in the rules of the Nasdaq stock
market.  Since the Nasdaq stock market has three listings tiers,
clarify which tier’s definition GEM used.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

        2

    Executive
Compensation

    7.           Refer
to prior comment 9.  GEM appears to be using the old compensation
tables and old executive compensation and related transactions
disclosures.  As indicated previously, registration statements,
including pre-effective and post-effective amendments filed on or after December
31, 2006, are required to include Items 402 and 404 of Regulation S-B
disclosures for fiscal years ending on or after December 15, 2006 that comply
with amendments to the disclosure requirements adopted by the Commission on
November 7, 2006.  See Items 402 and 404 of Regulation S-B and Release
No 33-8732-A and revise the disclosures and include the new tables.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    8.           Provide
also the executive compensation disclosures required by Item 402 of Regulation
S-B for the fiscal year ended December 31, 2007. See telephone interpretation
8B. in section J of our July 1997 “Manual of Publicly Available Telephone
Interpretations” that is available on the commission’s website at http://www.sec.gov.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    Selling Stockholders, page
40

    9.           Refer
to prior comments 13 and 14.  Revised disclosure in footnote (1)
indicates that the column number of shares owned before the offering includes
all shares owned and shares underlying convertible notes that are convertible
within 60 days from the date of the prospectus and warrants that are exercisable
within 60 days from the date of the prospectus and warrants that are exercisable
within 60 days from the date of the prospectus.  Revise the table to
indicate the aggregate number of shares that each selling securityholder may
acquire, absent contractual limitations on beneficial ownership such as the
4.99% limitation or other limitations such as within 60 days.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    10.         Although
there is a footnote number (35) in the table next to the name of the selling
securityholder, Donald L. Danks & Terri Danks TR Danks Family, there is no
footnote (35).  Please revise.

     Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    11.         Unless
there is more than one selling securityholder with the same name, it is unclear
why there is more than one entry for selling securityholder in the
table.  For example, refer to the two entries for Suzanne M. Harrison
and the two entries for Westwood Kent in the table, and revise or
advise.  We note that GEM added in response to prior comment 19 a
section “Recent Financings” to describe how each selling securityholder acquired
the securities being offered for resale.  Provide a cross reference
here to that section.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

        3

    Exhibit
Index

    12.         The
exhibit index should include all exhibits filed with the initial registration
statement and any subsequent amendment to the registration
statement.  If applicable, indicate by footnote or otherwise that an
exhibit has been filed previously.  We note that exhibit 23.1 filed
with the initial registration statement is omitted from the exhibit
index.  Please revise.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    Exhibits

    13.         Notwithstanding
the representation in response to prior comment 25 that GEM has filed the escrow
agreement as an exhibit to the registration statement, the escrow agreement was
not filed and is not included in the exhibit index.  Please file the
escrow agreement in the next pre-effective amendment to the registration
statement.

    Response

    The
Escrow Agreement has been filed with this Amendment #2 and is now referred to in
the Exhibit Index.

    Exhibit
5.1

    14.         The
caption “Re:  Form S-1A Relating to 2007 Incentive Plan” is
inapplicable to the offering under this registration
statement.  Please revise.

    Response

    Exhibit
5.1 has been revised in compliance with the Staff’s comment.

    15.         Revise
the first paragraph to clarify that the 4,004,669 shares of common stock being
registered under this registration statement include:

            §  447,749
shares of common stock.

           §  2,751,327
shares of common stock issuable upon exercise of warrants.

            §  805,593
shares of common stock issuable upon conversion of convertible
notes.

    Response

    Exhibit
5.1 has been revised in response to the Staff’s comment.

    16.         The
third paragraph refers to shares “to be issued pursuant to the
Agreement.”  Clarify to what agreement the opinion is
referring.

    Response

    Exhibit
5.1 has been revised in response to the Staff’s comment

    17.         The
fourth paragraph states that “We…assumed that the provisions of the Nevada
Revised Statutes are substantially the same as the California Corporations Code
with respect to the subject matter of this opinion, and “We…express no opinion
as to any laws other than those of the State of California and the federal laws
of the Unites States.”  For equity securities, counsel must opine on
the legality of the securities under the laws of that state in which the
registrant is incorporated.  Since counsel may not “carve out” the law
of the relevant jurisdiction or indicate that is not qualified to opine on that
law, please revise.

        4

    Response

    Exhibit
5.1 has been revised in response to the Staff’s comment.

    18.         The
fifth paragraph states that the opinion is provided to GEM for its benefit and
“may not be relied upon by any other person.”  Since disclaimers of
responsibility that in any way state or imply that investors are not entitled to
rely on the opinion or other limitations on whom may rely on the opinion are
unacceptable, please revise.

    Response

    Exhibit
5.1 has been revised in response to the Staff’s comment.

    19.         Counsel
must consent also to being named in the registration statement.  See Rule 436 of
regulation C under the Securities Act, and revise.

    Response

    Exhibit
5.1 includes counsel’s consent to being named in the registration
statement

    Undertakings, page
53

    20.         Refer
to prior comment 28.  As noted previously, the Rule 430A undertaking
is inapplicable to this offering.  Please remove that undertaking that
is in item (4) of the undertakings.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    On behalf
of the Company, we have arranged for delivery to the attention of Edward M.
Kelley of the Commission via Federal Express for overnight delivery three copies
of this response letter together with marked copies of Amendment No.2, and the
supplemental information listed above.

    We hope
that the Staff will be able to accommodate the Company by responding to this
response letter as soon as practicable. In the meantime, should members of the
Commission Staff have any questions or comments, or require any additional
information regarding any of the responses or the attached filing, please
contact the undersigned at 619-702-8690 or Stanley M. Moskowitz, who is Of
Counsel to this firm at 858 523-0100.

    Very
truly yours,

    de Castro
P.C.

            By:

              /s/
      Audie J. de Castro

              Audie
      J. de Castro

    5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

March 10, 2008

 By facsimile to (619) 702-9401 and U.S. Mail

  Mr. Timothy J. Koziol Chief Executive Officer General Environmental Management, Inc. 3191 Temple Avenue, Suite 250 Pomona, CA 91768  Re: General Environmental Management, Inc.  Pre-effective Amendment 1 to Registration Statement on Form S-1  Filed February 20, 2008
File No. 333-148100
Dear Mr. Koziol:    We reviewed the filing and have the comments below.

General

 1. We note that you have reduced the size of this offering pursuant to prior comment 1.  However, we remain concerned with the offering’s overall size relative to the number of shares outstanding that are held by non-affiliates.  In addition, Laurus and its affiliates are collectively offering in excess of 10% of the company’s unaffiliated shares.  You may further reduce the amount of shares being registered for resale in response to this comment, or as noted in prior comment 1:

• File a registration statement for the “resale” offering at the time of each conversion and warrant exercise because GEM is ineligible to conduct the offering on a delayed or continuous basis under Rule 415(a)(1)(x).

• Identify the selling securityholders as underwriters in the registration statement.

• Include the price at which the underwriters will sell the securities.

Mr. Timothy J. Koziol
March 10, 2008 Page 2
 2. We note that GEM in response to prior comment 2 intends to provide by amendment updated financial statements as required by Item  310 of Regulation S-B.  As requested in
prior comment 26, include also an updated consent of GEM’s independent public accountant as an exhibit to the registration statement.

3. Revise disclosures throughout the registration statement to reflect the updated financial
statements.  For example, refer to the risk factors and management’s discussion and analysis of financial condition and results of operations sections.
 Market for Common Equity and Related Stockholder Matters, page 14

 4. Update the table to include data for the quarter ended December 31, 2007.
 Legal Proceedings, page 32

 5. Revised disclosure states that Romic Environmental Technologies, Inc. alleges damages of $15 million.  If GEM and four of its senior  executives do not prevail in the lawsuit,
clarify whether an adverse outcome would have a material adverse effect on GEM’s business or financial condition.
 Audit Committee, page 33

 6. Revised disclosure in response to prior comment 8 states that Mr. James Stapleton is “independent” as that term is used in the rules of the Nasdaq stock market.  Since the Nasdaq stock market has three listing tiers, clarify which tier’s definition GEM used.

Executive Compensation, page 33

7. Refer to prior comment 9.  GEM appears to be using the old compensation tables and old executive compensation and related transactions disclosures.  As indicated previously, registration statements, including pre-effective and post-effective amendments filed on or after December 31, 2006, are required to include Items 402 and 404 of Regulation S-B disclosures for fiscal years ending on or after December 15, 2006 that comply with amendments to the disclosure requirements adopted by the Commission on November 7, 2006.  See
 Items 402 and 404 of Regulation S-B and Release No. 33-8732A, and revise
the disclosures and include the new tables.
 8. Provide also the executive compensation disclosures required by Item 402 of Regulation S-B for the fiscal year ended December 31, 2007.  See
 telephone interpretation 8B. in
section J of our July 1997 “Manual of Publicly Available Telephone Interpretations” that is available on the Commission’s website at http://www.sec.gov.

Mr. Timothy J. Koziol
March 10, 2008 Page 3
  Selling Stockholders, page 40

9. Refer to prior comments 13 and 14.  Revised disclosure in footnote (1) indicates that the
column number of shares owned before the offering includes all shares owned and shares underlying convertible notes that are convertible within 60 days from the date of the prospectus and warrants that are exercisable within 60 days from the date of the prospectus.  Revise the table to indicate the aggregate number of shares that each selling securityholder may acquire, absent contractual limitations on beneficial ownership such as the 4.99% limitation or other limitations such as within 60 days.
 10. Although there is a footnote number (35) in the table next to the name of the selling securityholder, Donald L. Danks & Terri Danks TR Danks Family, there is no footnote (35).  Please revise.
 11. Unless there is more than one selling securityholder with the same name, it is unclear why there is more than one entry for a selling securityholder in the table.  For example, refer to the two entries for Suzanne M. Harrison and the two entries for Westwood Kent in the table, and revise or advise.  We note that GEM added in response to prior comment 19 a section “Recent Financings” to describe how each selling securityholder acquired the securities being offered for resale.  Provide a cross reference here to that section.
 Exhibit Index

 12. The exhibit index should include all exhibits filed with the initial registration statement and any subsequent amendment to the registration statement.  If applicable, indicate by footnote or otherwise that an exhibit has been filed previously.  We note that exhibit 23.1 filed with the initial registration statement is omitted from the exhibit index.  Please revise.

Exhibits

13. Notwithstanding the representation in response to prior comment 25 that GEM has filed the escrow agreement as an exhibit to the registration statement, the escrow agreement was not filed and is not included in the exhibit index.  Please file the escrow agreement in the next pre-effective amendment to the registration statement.

Mr. Timothy J. Koziol
March 10, 2008 Page 4
 Exhibit 5.1

 14. The caption “Re:  Form S-1A Relating to 2007 Incentive Plan” is inapplicable to the offering under this registration statement.  Please revise.
 15. Revise the first paragraph to clarify that the 4,004,669 shares of common stock being registered under this registration statement include:

• 447,749 shares of common stock.

• 2,751,327 shares of common stock issuable upon exercise of warrants.

• 805,593 shares of common stock issuable upon conversion of convertible notes.

•
16. The third paragraph refers to shares “to be issued pursuant to the Agreement.”  Clarify to what agreement the opinion is referring.

17. The fourth paragraph states that “We…assumed that the provisions of the Nevada
Revised Statutes are substantially the same as the California Corporations Code with respect to the subject matter of this opinion,” and “We…express no opinion as to any laws other than those of the State of California and the federal laws of the United States.”  For equity securities, counsel must opine on the legality of the securities under the laws of the state in which the registrant is incorporated.  Since counsel may not “carve out” the law of the relevant jurisdiction or indicate that it is not qualified to opine on that law, please revise.
 18. The fifth paragraph states that the opinion is provided to GEM for its benefit and “may not be relied upon by any other person.”  Since disclaimers of responsibility that in any way state or imply that investors are not entitled to rely on the opinion or other limitations on whom may rely on the opinion are unacceptable, please revise.
 19. Counsel must consent also to being named in the registration statement.  See

 Rule 436 of Regulation C under the Securities Act, and revise.

Undertakings, page 53

20. Refer to prior comment 28.  As noted previously, the Rule 430A undertaking is inapplicable to this offering.  Please remove that undertaking that is in item (4) of the undertakings.

Mr. Timothy J. Koziol
March 10, 2008 Page 5
 Closing

  File an amendment to the S-1 in response to the comments.  To expedite our review, GEM may wish to provide us three marked courtesy copies of the amendment.  Include with the filing any supplemental information requested and a cover letter tagged as correspondence that keys the responses to the comments.  If GEM thinks that compliance with any of the comments is inappropriate, provide the basis in the letter.  We may have additional comments after review of the amendment, the responses to the comments, and any supplemental information.   We urge all persons responsible for the accuracy and adequacy of the disclosure in the registration statement reviewed by us to ensure that they have provided all information investors require for an informed decision.  Since GEM and its management are in possession of all facts relating to the disclosure in the registration statement, they are responsible for the adequacy and accuracy of the disclosures that they have made.
If GEM requests acceleration of the registration statement’s effectiveness, GEM should
furnish a letter at the time of the request in which it acknowledges that:
• Should the Commission or the staff acting by delegated authority declare the registration statement effective, it does not foreclose the Commission from taking any action on the filing.

• The action of the Commission or the staff acting by delegated authority in
declaring the registration statement effective does not relieve GEM from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

• GEM may not assert our comments and the declaration of the registration statement’s effectiveness as a defense in any proceeding initiated by the Commission or any person under the United States’ federal securities laws.
  The Commission’s Division of Enforcement has access to all information that GEM provides us in our review of the registration statement or in response to our comments on the registration statement.   We will consider a written request for acceleration of the registration statement’s effectiveness under Rule 461 of Regulation C under the Securities Act as confirmation that those requesting acceleration are aware of their responsibilities under the Securities Act and the Exchange Act as they relate to the proposed public offering of the securities specified in the

Mr. Timothy J. Koziol
March 10, 2008 Page 6
 registration statement.  We will act on the request and by delegated authority grant acceleration of the registration statement’s effectiveness.   You may direct questions on comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at (202) 551-3765.
Very truly yours,

Pamela A. Long
         Assistant Director  cc: Audie J. de Castro, Esq.  de Castro, P.C.  309 Laurel Street  San Diego, CA 92101

CORRESP
1
filename1.htm

    gem_corr-021508.htm

      VIA
EDGAR

      February
19, 2008

      Securities
and Exchange Commission

      100 F
Street, N.E.

      Judiciary
Plaza

      Washington,
D.C.  20549

      Attn: Division of Corporation
Finance,

                Re:

                General Environmental Management,
      Inc.

                File
      No. 333-148100

      Dear
Ladies and Gentlemen:

      At the
request of General Environmental Management, Inc., (the “Company”), we are
responding to the comments raised by the Staff of the Securities and Exchange
Commission (the “Commission”) in the comment letter dated January 16, 2008 from
Pamela A. Long of the Commission to Timothy J. Koziol, Chief Executive Officer
of the Company, relating to the registration statement on Form SB-2 of the
Company initially filed with the Commission on December 14, 2007 (the
“Registration Statement”).  We have filed simultaneously Amendment
No. 1 to the Registration Statement and have attached a marked copy of such
Amendment No. 1 indicating the changes that the Company has made to the
Registration Statement.

      In
compliance with release number 33-8876 the registration statement is filed on
form S-1A.  Further, in accordance with the SEC’s guidance dated
January 25, 2008 the Company elects to keep form SB-2 disclosure
format.

       The
numbered paragraph below corresponds to the paragraph in which the comment was
made.  For your convenience, we have included above our response a copy of
the comment to which we are responding.

      General

      1.           We
note that General Environmental Management, Inc. or GEM is registering for
resale 4,252,175 Shares of common stock issuable upon exercise of warrants and
447,918 shares of common stock issuable upon conversion of convertible notes.
Based on disclosure in the prospectus, it appears that 8,555,365 shares of
common stock are currently held by
non-affiliates. Given the size of the offering of these shares by the selling
securityholders relative to the number of outstanding shares held by
non-affiliates, the transaction appears to be a primary offering. Since GEM is
ineligible to conduct a primary offering on Form S-3, GEM would be ineligible to
conduct an at the market primary offering under Rule 415(a)(4) of Regulation C
under the Securities Act for these shares. Thus, GEM should significantly reduce
the size of the offering relative to the number of outstanding shares held by
non-affiliates, or:

                  §

                  File
      a registration statement for the "resale" offering at the time of each
      conversion and warrant exercise because GEM is ineligible to conduct the
      offering on a delayed or continuous basis under Rule
      415(a)(1)(x).

                  §

                  Identify
      the selling securityholders as underwriters in the registration
      statement.

                  §

                  Include
      the price at which the underwriters will sell  the
      securities

          1

      Response

      Please
note that GEM has reduced the number of shares that are sought to be registered
by the Registration Statement from 14,230,972 to 4,004,669.

      We note
from recent guidance from David Lynn, Chief Counsel of the Division of Corporate
Finance, that the Staff’s position regarding the number of shares of common
stock underlying convertible securities that may be registered will be capped at
33% of the “float.” In addition, Mr. Lynn further stated that the Staff would
consider permitting an issuer to register more shares than the cap where there
are mitigating factors based upon the factor tests contained in the SEC’s Manual
of Telephone Interpretations, such as: 1. a large number of investors who are
unaffiliated with the issuer and each other;   2. a conversion
price that is above market and fixed; 3. a minimal discount price for the
securities offered in the PIPE; 4. the securities have been held by the
investors for a significant period of time and 5. selling stockholders consist
of retail investors rather than hedge funds and other investors who are in the
business of underwriting securities.

      Based
upon Mr. Lynn’s guidance, and applying same to the 8,555,365 shares in GEM’s
float, we believe the Staff would permit GEM to register 33% or 2,848,936 shares
of common stock underlying convertible notes and warrants without such offering
being considered a “primary “ offering and not violative of Rule
415(a)(4).

      However,
GEM believes that the following facts should be examined by the Staff in
determining whether GEM may reduce the amount of shares it seeks to register to
2,848,936, or some other number of shares in excess of 2,848,936
shares:

      a.
Of the 2,751,327 shares underlying warrants sought to be registered by GEM in
this Registration Statement, 1,173,153 of the shares are owned by 84 “retail”
investors,

      b.
Such 84 investors made their investment and purchased their warrants between
September 2006 and October 2007.

      c.
Such 84 investors are not related to one another

      d.
Such 84 investors are not hedge funds nor in the business of underwriting
securities.

      GEM
believes that such 1,173,153 shares owned by the 84 retail investors should not
be included as part of the 2,848,936 shares that GEM believes the Staff would
allow to be registered in the Registration Statement.  The
Registration Statement therefore seeks to register a total of 4,004,669 shares,
which includes 3,556,920 shares underlying warrants and convertible
notes.  Should the Staff not agree with GEM’s position, GEM will
reduce the number of shares to a number that the Staff would not consider to be
violative of Rule 415 (a)(4).

      2.           Provide
interim financial statements as required by Item 310(b) of Regulation
S-B.

      Response

      The
Company intends to file its year ended December 31, 2007 financial statements
with an updated consent from Weinberg & Company P.A. as an amendment to the
registration statement when such financial statements are
completed.

      Registration Statement's
Facing Page

      3.           We
note that GEM is registering for resale 4,252,175 shares of common stock
issuable upon exercise of warrants and 447,918 shares of common stock issuable
upon conversion of convertible notes. Tell us how GEM determined to register the
number of shares underlying the warrants and convertible notes. Notwithstanding
the issues raised in the first comment of our letter, note that GEM may only
register a number of shares representing a good faith estimate of the number of
issuable shares upon exercise of the warrants and conversion of the notes.
Provide us an analysis of GEM's good faith estimate.

          2

      Response

      Please
note that the number of shares underlying convertible notes sought to be
registered has been increased by a total of 357,675 to 805,593
shares.  This is as a result of the correction of an omission in the
Registration Statement of 357,675 shares underlying convertible notes (the
“Additional Notes”)held by Laurus Master Fund,(“Laurus”) (4,307 shares), Valens
U.S. SPV I, Ltd. (“Valens U.S.”) (377,472 shares), and Valens Offshore SPV I,
Ltd (“Valens Offshore”) (423,814 shares).

      The
following table shows the computation of the number of shares issuable upon the
conversion of notes and is a good faith estimate of the number of shares that
are issuable upon the conversion of the notes:

                Name

                Principal
      Amount

                Interest
      Amount (1)

                Price
      per Share

                Total
      # of Shares

                Valens
      U.S. 04

                   $
      66,757.24

      $ 622.53

                $2.78

      24,238

                Valens
      Offshore 04

                 $
      311,226.33

                $
      2,902.74

                $2.78

                112,997

                Valens
      Offshore 24

                 $
      139,905.93

                $
      1,308.88

                $2.78

      50,797

                Valens
      U.S. 24

                   $
      77,067.84

                   $
      718.71

                $2.78

      27,981

                Valens
      Offshore 34

                 $
      118,471.29

                $
      1,104.98

                $2.78

      43,014

                Valens
      U.S. 34

                 $
      248,334.35

                $
      2,316.16

                $2.78

      90,163

                Valens
      Offshore 06

                 $
      597,700.52

                $
      5,574.38

                $2.78

                217,006

                Valens
      U.S. 06

                 $
      647,508.90

                $
      6,038.85

                $2.78

                235,090

                Laurus

                   $
      11,860.91

      $ 110.54

                $2.78

      4,307

                1.

                Interest
      accrued through December 31, 2007

      We point
out to the staff that all convertible notes sought to be registered are held by
either Laurus, Valens U.S. or Valens Offshore, each of which has as its Managing
Members Eugene Grin and David Grin.   These notes were issued in
connection with transactions dated February 28, 2006 and October 31, 2007 with
Laurus Master Fund, Valens U.S. and Valens Offshore pursuant to which the
Company borrowed monies from such entities.

      The terms
of all of the convertible notes, the underlying shares of which are sought to be
registered by the Registration Statement, included a representation that GEM
would register the underlying shares within a certain timeframe after the notes
issuance.  Similarly, the terms of the warrants issued in connection
with the February 2006 and October 2007 transactions, the underlying shares of
which are sought to be registered by the Registration Statement on behalf of
Laurus, Valens U.S. and Valens Offshore included a representation that GEM would
register the underlying shares within a certain timeframe after the warrants
issuance.  The filing of the Registration Statement is in compliance
with the terms of the notes and the warrants.

      As a
result of the reduction of the amount of total shares sought to be registered,
GEM has inquired of Messrs. Grin with regard to the apportionment of the
underlying shares to be registered on behalf of Valens U.S. and Valens Offshore
and Messrs. Grin has requested that the maximum amount of shares underlying
convertible notes be registered, with any balance be apportioned to shares
underlying warrants held by Valens U.S. and Valens
Offshore.  Accordingly, this Amendment No. 1 (the “Amendment”) seeks
to register 805,593 shares underlying convertible notes and 306,369 shares
underlying warrants held by Valens U.S. and Valens Offshore.

      With
regard to the balance of the shares underling warrants held by other warrant
holders, each of the warrant certificates evidencing the ownership of the
warrants contain a fixed conversion price, thereby setting the exact number of
shares that would be received by the warrant holder upon the exercise of their
warrants.  Adjustment to the number of shares that would be received
upon exercise would occur only in the case of a recapitalization or stock
splits.

          3

      Based
upon the above analysis, GEM estimates that the number of shares underlying the
notes and the warrants is correct.

      Risk Factors. Page
7

      4.           We
note the statement "Other factors not identified herein could also have such an
effect" Since GEM is required to disclose all risk factors that it believes are
material at this time, please delete the statement.

      Response

      The
statement has been deleted.

      Liquidity, page
27

      5.           Disclosure
under (ii) in the fourth paragraph states that the series of agreements includes
an amendment to modify the amortization of the remaining balance of the Laurus
February 28, 2006 secured convertible term note. Describe briefly the
modification' s principal provisions.

      Response

      The
disclosure has been amended in the sixth paragraph of the liquidity section of
management’s discussion and analysis to comply with the Staff’s
comment.

      Legal Proceedings page
31

      6.           Disclosure
states that a lawsuit was instituted by Romic Environmental Technologies, Inc.
or RET against GEM and the four former RET senior executives. Provide all of the
disclosures required by paragraphs (a)(1) through (5) of Item 103 of Regulation
S-B.

      Response

      The
disclosure has been amended per the Staff’s comment.

      Management, page
31

      7.           In
the biographical paragraph of Mr. Brett M. Clark, describe briefly his business
experience during the past five years, See Item 401(a)(4) of Regulation
S·B.

      Response

      The
disclosure has been amended per the Staff’s comment.

      Audit Committee, page
32

      8.           Disclosure
states that Mr. James Stapleton is "independent" as that term is used in Item
7(d)(3)(iv)(B) of Schedule 14A under the Exchange Act. Item 7(d)(3)(iv)(B) of
Schedule 14A stipulates that if a registrant is not a listed issuer, the
registrant must use a definition for audit committee member independence of a
national securities exchange or a national securities association in determining
whether a member is independent, and state which definition was used. Since GEM
is not a listed issuer, please revise to comply with the requirements of Item
7(d)(3)(iv)(B) of Schedule 14A.

      Response

      The
disclosure has been amended per the Staff’s comment.

          4

      Executive Compensation, page
32

      9.           Registration
statements, including pre-effective and post-effective amendments filed on or
after December 31, 2006, that are required to include Items 402 and 404 of
Regulation S-B disclosures for fiscal years ending on or after December 15, 2006
must comply with the requirements adopted by the Commission and published in
Release No. 33-8732A. Revise the summary compensation table to comply with those
requirements. Also ensure that the certain relationships and related
transactions section includes all of the disclosure requirements published in
Release No, 33-8732A.

      Response

      The
disclosure has been amended per the Staff’s comment.

      10.           Footnote
(2) to the summary compensation table states that Mr. Brett M. Clark performed
services for GEM "during the first part of the year" as an outside consultant.
Specify to which year you are referring.

      Response

      The
disclosure has been amended per the Staff’s comment.

      Laurus Convertible Note
Financing, page 38

      11.           Disclosure
states that Laurus Master Fund, Ltd. or Laurus assigned all but 1.22% of the
balance of the note to Valens U.S. SPV I, LLC or Valens US and Valens Offshore
SPV I Ltd. or Valens.  Quantify the balance of the note that was
assigned by Laurus to Valens US and Valens. As appropriate, revise related
disclosures elsewhere in the registration statement, including the business and
management's discussion and analysis of financial condition and results of
operations or MD&A sections.

      Response

      The
Staff’s comment has been complied with.

      The total
remaining balance of the February 28, 2006 secured convertible term note at
October 31, 2007 was $969,696.98.   In conjunction with this
transaction, $569,603.55 or 58.7% of this balance was assigned to Valens,
$388,232.53 or 40.0% of this balance was assigned to Valens US and $11,676.56 or
1.22% remained with Laurus Master Fund.

      12.           Disclosure
slates that monthly principal payments on the remaining balance of the note and
the October notes were set at a total of $60,606.06. Allocate the amount of the
mont

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

January 16, 2008

By facsimile to (619) 702-9401 and U.S. Mail

 Mr. Timothy J. Koziol Chief Executive Officer General Environmental Management, Inc. 3191 Temple Avenue, Suite 250 Pomona, CA 91768  Re: General Environmental Management, Inc.  Registration Statement on Form SB-2  Filed December 17, 2007
File No. 333-148100
Dear Mr. Koziol:
  We limited our review of the filing to those issues that we have addressed in our
comments.  Where indicated, we think that you should revise the document in response to the comments.  If you disagree, we will consider your explanation why a comment is inapplicable or a revision is unnecessary.  Be as detailed as necessary in your explanation.  To understand better your disclosure, we may ask you in some comments to provide us supplemental information.  We may raise additional comments after reviewing this information.   Our review’s purpose is to assist you in your compliance with applicable disclosure requirements and to enhance the overall disclosure in your document.  We look forward to working with you to achieve these objectives.  We welcome any questions that you may have about comments or any other aspect of our review.  You may call us at the telephone numbers listed at the end of this letter.

General

 1. We note that General Environmental Management, Inc. or GEM is registering for resale 4,252,175 shares of common stock issuable upon exercise of warrants and 447,918 shares of common stock issuable upon conversion of convertible notes.  Based on disclosure in

Mr. Timothy J. Koziol
January 16, 2008 Page 2
 the prospectus, it appears that 8,555,365 shares of common stock are currently held by non-affiliates.  Given the size of the offering of these shares by the selling securityholders relative to the number of outstanding shares held by non-affiliates, the transaction appears to be a primary offering.  Since GEM is ineligible to conduct a primary offering on Form S-3, GEM would be ineligible to conduct an at the market primary offering under Rule 415(a)(4) of Regulation C under the Securities Act for these shares.  Thus, GEM should significantly reduce the size of the offering relative to the number of outstanding shares held by non-affiliates, or:

• File a registration statement for the “resale” offering at the time of each conversion and warrant exercise because GEM is ineligible to conduct the offering on a delayed or continuous basis under Rule 415(a)(1)(x).

• Identify the selling securityholders as underwriters in the registration statement.

• Include the price at which the underwriters will sell the securities.
 2. Provide interim financial statements as required by Item 310(b) of Regulation S-B.

Registration Statement’s Facing Page

3. We note that GEM is registering for resale 4,252,175 shares of common stock issuable upon exercise of warrants and 447,918 shares of common stock issuable upon conversion of convertible notes.  Tell us how GEM determined to register the number of shares underlying the warrants and convertible notes.  Notwithstanding the issues raised in the first comment of our letter, note that GEM may only register a number of shares representing a good faith estimate of the number of issuable shares upon exercise of the warrants and conversion of the notes.  Provide us an analysis of GEM’s good faith estimate.

Risk Factors, page 7

4. We note the statement “Other factors not identified herein could also have such an effect.”  Since GEM is required to disclose all risk factors that it believes are material at this time, please delete the statement.

Liquidity, page 27

5. Disclosure under (ii) in the fourth paragraph states that the series of agreements includes an amendment to modify the amortization of the remaining balance of the Laurus

Mr. Timothy J. Koziol
January 16, 2008 Page 3
 February 28, 2006 secured convertible term note.  Describe briefly the modification’s principal provisions.

Legal Proceedings, page 31

6. Disclosure states that a lawsuit was instituted by Romic Environmental Technologies, Inc. or RET against GEM and the four former RET senior executives.  Provide all of the disclosures required by paragraphs (a)(1) through (5) of Item 103 of Regulation S-B.

Management, page 31

7. In the biographical paragraph of Mr. Brett M. Clark, describe briefly his business experience during the past five years.  See
 Item 401(a)(4) of Regulation S-B.

Audit Committee, page 32

8. Disclosure states that Mr. James Stapleton is “independent” as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.  Item 7(d)(3)(iv)(B) of Schedule 14A stipulates that if a registrant is not a listed issuer, the registrant must use a definition for audit committee member independence of a national securities exchange or a national securities association in determining whether a member is independent, and state which definition was used.  Since GEM is not a listed issuer, please revise to comply with the requirements of Item 7(d)(3)(iv)(B) of Schedule 14A.

Executive Compensation, page 32

9. Registration statements, including pre-effective and post-effective amendments filed on or after December 31, 2006, that are required to include Items 402 and 404 of Regulation S-B disclosures for fiscal years ending on or after December 15, 2006 must comply with the requirements adopted by the Commission and published in Release No. 33-8732A.  Revise the summary compensation table to comply with those requirements.  Also ensure that the certain relationships and related transactions section includes all of the disclosure requirements published in Release No. 33-8732A.

10. Footnote (2) to the summary compensation table states that Mr. Brett M. Clark performed
services for GEM “during the first part of the year” as an outside consultant.  Specify to which year you are referring.

Mr. Timothy J. Koziol
January 16, 2008 Page 4
 Laurus Convertible Note Financing, page 38

 11. Disclosure states that Laurus Master Fund, Ltd. or Laurus assigned all but 1.22% of the
balance of the note to Valens U.S. SPV I, LLC or Valens US and Valens Offshore SPV I Ltd. or Valens.  Quantify the balance of the note that was assigned by Laurus to Valens US and Valens.  As appropriate, revise related disclosures elsewhere in the registration statement, including the business and management’s discussion and analysis of financial condition and results of operations or MD&A sections.
 12. Disclosure states that monthly principal payments on the remaining balance of the note and the October notes were set at a total of $60,606.06.  Allocate the amount of the monthly principal payments apportioned to the remaining balance of the note and the October notes.  As appropriate, revise related disclosures elsewhere in the registration statement, including the business and MD&A sections.
 Selling Stockholders, page 39

13. We note the statement in the first asterisk after the beneficial ownership table that “These columns represent the aggregate maximum number and percentage of shares that the selling stockholders can own at one time (and therefore, offer for resale at any one time) due to their 4.99% limitation.”  Revise the table to indicate the aggregate number of shares that each selling securityholder may acquire without regard to contractual limitations on beneficial ownership such as the 4.99% limitation.

14. Disclose the number of shares beneficially owned by each selling securityholder after the offering, assuming all of the shares being registered for resale are sold in the offering.  We note that although shares in excess of the number being registered are issuable upon full conversion of notes and warrants, the last column of the table shows no beneficial ownership after the offering for selling securityholders such as Valens US and Valens Offshore.

15. Disclosure in the table includes 107,267 shares of common stock owned by Laurus, but
does not specify that Laurus is offering any shares.  Please clarify the number of shares Laurus is offering resale, or remove Laurus from this table.

16. Expand the footnote disclosure relating to shares issuable upon exercise of warrants to
include the term of the warrants.  For example, refer to footnote (2).

17. The reference to footnote (15) next to the name of PAOCO Inc. in the table seems
inapplicable.  We note the reference to footnote (15) next to the name of Kimball Cross Investment Management in the table.  Please revise or advise.

Mr. Timothy J. Koziol
January 16, 2008 Page 5
  18. Disclosure in footnote (17) states that Mr. Eugene Grin is the managing member of Laurus and has voting and dispositive power over the shares.  Disclosure in footnote (38) states that Messrs. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Mana gement, LLC or Laurus Capital.  Conform
the disclosures in footnotes (17) and (38) to the disclosure in footnote (8) to the principal stockholders table on page 35.

19. Explain briefly how each selling securityholder acquired the securities being offered for
resale.  If the securities were acquired in one or more financings, please consider describing these financings under an appropriate caption in the prospectus as well.
 20. If a selling securityholder is a broker-dealer or an affiliate of a broker-dealer, tell us whether the selling securityholder acquired its securities as compensation for underwriting activities.  Unless a broker-dealer acquired the securities as compensation for underwriting activities, GEM must identify the broker-dealer as an underwriter in the prospectus.  Language such as “may be deemed to be” an underwriter is unacceptable if the selling securityholder is a broker-dealer.

21. If a selling securityholder is a broker-dealer’s affiliate, include disclosure that this
broker-dealer’s affiliate:

• Purchased in the ordinary course of business the securities to be sold.

• Had no agreements or understandings, directly or indirectly, with any person to
distribute the securities at the time of their purchase.

If Gem is unable to make the representations noted above in the prospectus, GEM must state in the prospectus that the selling securityholder is an underwriter.  Language such as “may be deemed to be” an underwriter is unacceptable if he selling securityholder is an affiliate of an underwriter that cannot make these representations.

22. State any position, office, or other material relationship which each selling securityholder
has had within the past three years with GEM or any of its predecessors or affiliates.  See

Item 507 of Regulation S-B.

Mr. Timothy J. Koziol
January 16, 2008 Page 6

23. Describe briefly any continuing relationship of GEM with each selling securityholder.
 24. If applicable, expand the disclosure to include all compensation fees paid or payable
under financing agreements with selling securityholders.
 Other

 25. We note that GEM did not file the escrow agreement as an exhibit to the securities purchase agreement filed as exhibit 10.1 to the current report on Form 8-K dated October 31, 2007 and filed November 6, 2007 which relates to the series of transactions with Laurus.  Since this information appears to be material, expand the disclosure in the registration statement to include the material provisions of the escrow agreement, and file the escrow agreement as an exhibit.

Item 27.  Exhibits

26. Disclosure states that exhibits 5.1, 21.1, 23.1, 23.2, and 24.1 are filed with the registration statement.  Other than exhibit 23.1, we are unable to locate on the EDGAR system any exhibits filed with the registration statement.  Please file the exhibits in a pre-effective amendment to the registration statement.  Additionally, file an updated consent of the independent public accountant firm in any amendment to the registration statement.

Undertakings, page 102

27. Include the Rule 430C undertaking as required by Item 512(g)(2) of Regulation S-B.

28. Since the Rule 430A undertaking is inapplicable to this offering, please remove that
undertaking from (4).

Exhibit Index

29. Include an exhibit index immediately before the exhibits as required by Rule 102(d) of Regulation S-T.

Closing

 File an amendment to the SB-2 in response to the comments.  To expedite our review, GEM may wish to provide us three marked courtesy copies of the amendment.  Include with the filing any supplemental information requested and a cover letter tagged as correspondence that

Mr. Timothy J. Koziol
January 16, 2008 Page 7
 keys the responses to the comments.  If GEM thinks that compliance with any of the comments is inappropriate, provide the basis in the letter.  We may have additional comments after review of the amendment, the responses to the comments, and any supplemental information.   We urge all persons responsible for the accuracy and adequacy of the disclosure in the registration statement reviewed by us to ensure that they have provided all information investors require for an informed decision.  Since GEM and its management are in possession of all facts relating to the disclosure in the registration statement, they are responsible for the adequacy and accuracy of the disclosures that they have made.
If GEM requests acceleration of the registration statement’s effectiveness, GEM should
furnish a letter at the time of the request in which it acknowledges that:
• Should the Commission or the staff acting by delegated authority declare the registration statement effective, it does not foreclose the Commission from taking any action on the filing.

• The action of the Commission or the staff acting by delegated authority in
declaring the registration statement effective does not relieve GEM from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

• GEM may not assert our comments and the declaration of the registration statement’s effectiveness as a defense in any proceeding initiated by the Commission or any person under the United States’ federal securities laws.
  The Commission’s Division of Enforcement has access to all information that GEM provides us in our review of the registration statement or in response to our comments on the registration statement.   We will consider a written request for acceleration of the registration statement’s effectiveness under Rule 461 of Regulation C under the Securities Act as confirmation that those requesting acceleration are aware of their responsibilities under the Securities Act and the Exchange Act as they relate to the proposed public offering of the securities specified in the registration statement.  We will act on the request and by delegated authority grant acceleration of the registration statement’s effectiveness.

Mr. Timothy J. Koziol
January 16, 2008 Page 8
  You may direct questions on comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at (202) 551-3765.
Very truly yours,

Pamela A. Long
         Assistant Director  cc: Audie J. de Castro, Esq.  de Castro, P.C.  309 Laurel Street  San Diego, CA 92101

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
May 27, 2005

Mail Stop  3561

Cabell F. Cobbs, Chief Financial Officer
General Environmental Management, Inc.
3191 Temple Avenue
Suite 250
Pomona, CA 91768

Re:	Form 8-K filed 05/20/2005
	File No.  33-55254-38

Dear Mr. Cobbs:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review 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 the applicable staff person at the
telephone number listed at the end of this letter.

1.  Please amend the Form 8-K to state the your former accountant
was
dismissed as required by Item 304(a)(1)(i) of Regulation S-B.

2.  Please clarify the period of the former accountants issued
reports.  Item 304(a)(1)(ii) of Regulation S-B requires you to
disclose whether the former accountant`s report on the financial
statements for either of the past two years contained an adverse
opinion, a disclaimer of opinion, or was modified as to
uncertainty,
audit scope or accounting principles, including the ability to
continue as a going concern. Please revise.

3.  Item 304(a)(1)(iv)(A) of Regulation S-B requires you to
disclose
whether there were disagreements  between the Company and the
former
accountant for the two most recent fiscal years and any subsequent
interim period through the date of resignation.  Please revise
accordingly.

4.  Please file an updated letter from your former accountant
stating
whether the accountant agrees with your Item 304 disclosures, or
the
extent to which the accountant does not agree.  Refer to Item
304(a)(3) of Regulation S-B.

      Please file your supplemental response and amendment via
EDGAR
in response to these comments within 5 business days after the
date
of this letter.  Please contact the staff immediately if you
require
longer than 5 business days to respond.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the registrant and its management are
in
possession of all facts relating to a registrant`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 registrant acknowledging that:
* the registrant 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 registrant 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 advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Direct any questions regarding this letter to Angela Halac at
202.551.3398

Sincerely,

Angela J. Halac
Staff Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>