EFFECTIVE AUGUST 23RD, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 14, 2005
General Environmental Management, Inc.
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(Exact name of registrant as specified in its charter)
NEVADA 33-55254-38 87-0485313
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3191 TEMPLE AVENUE, SUTIE 250 POMONA, CALIFORNIA 91768
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 909-444-9500
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(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[x] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
The company has made the following sales of unregistered securities that in the
aggregate exceed 1% of outstanding shares:
2/14/05 25,000 shares of common stock by exercise of warrants at $1.00 per
share
2/15/05 20,000 shares of common stock by exercise of warrants at $1.00 per
share
2/22/05 10,000 shares of common stock by exercise of warrants at $1.00 per
share
2/23/05 12,500 shares of common stock by exercise of warrants at $1.25 per
share
2/28/05 2,013 shares of common stock in exchange for services at $1.00 per
share
3/1/05 10,000 shares of common stock by exercise of warrants at $1.00 per
share
4/30/05 1,393,521 shares of common stock by conversion of convertible notes
and accrued interest at the conversion price of $1.00 per share
The above sales of unregistered securities were made pursuant to Regulation D
Rule 506.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
General Environmental Management, Inc.
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(Registrant)
Date May 16, 2005
/s/ Cabell Cobbs
(Signature)*
Cabell Cobbs, Chief Financial Officer
*Print name and title of the signing officer under his signature.