SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant []
Check the appropriate box:

[X] Preliminary Proxy Statement
[] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[] Definitive Proxy Statement
[] Definitive Additional Materials
[] Soliciting Material under Rule 14a-12

GENERAL ENVIRONMENTAL MANAGEMENT, INC.
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment
of Filing Fee (Check the appropriate box):

[X] No fee required.

[] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies:

3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

4. Proposed maximum aggregate value of transaction:

5. Total fee paid:

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[] Fee paid previously with preliminary materials.

[] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:

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4. Date Filed:

GENERAL ENVIRONMENTAL MANAGEMENT, INC
3191 Temple Avenue, Suite #250
Pomona, CA 91768

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held On June 15, 2006 Dear
Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of
General Environmental Management, Inc. (GEM)., a Nevada corporation. The meeting
will be held on Thursday, June 15, 2006 at 10:00 a.m., local time, at the office
3191 Temple Avenue, Suite #250, Pomona, CA 91768, for the following purposes:

1. To elect three directors to serve for the ensuing year and until their
successors are elected (Proposal One);

2. To ratify the appointment of Weinberg & Company, P.A. as GEM's
independent certified public accountants for the fiscal year ending
December 31, 2006; and

3. To conduct any other business properly brought before the Annual
Meeting or any adjournment or postponement thereof.

These items of business are more fully described in the Proxy Statement
accompanying this Notice. The record date for the Annual Meeting is April 17,
2006. On April 17, 2006 there were 28,250,635 shares of common stock outstanding
and entitled to vote. Each such share is entitled to one vote. Only stockholders
of record at the close of business on April 17, 2006 may vote at the Annual
Meeting or any adjournment or postponement thereof. This Notice of Annual
Meeting of Stockholders and Proxy Statement and form of proxy are being
distributed on or about May 5, 2006; by Order of the Board of Directors.

Timothy J. Koziol
Chairman and Chief Executive Officer
Pomona, California
April 17, 2006

You are cordially invited to attend the Annual Meeting in person. Whether or not
you expect to attend the Annual Meeting please complete, date, sign and return
the enclosed proxy card, as promptly as possible in order to ensure your
representation at the Annual Meeting. A return envelope (which is postage
prepaid if mailed in the United States) is enclosed for your convenience. Even
if you have voted by proxy card, you may still vote in person if you attend the
Annual Meeting. Please note, however, that if your shares are held of record by
a broker, bank or other nominee and you wish to vote at the Annual Meeting, you
must obtain a legal proxy issued in your name from that record holder.

GENERAL ENVIRONMENTAL MANAGEMENT, INC.
3191 Temple Avenue, Suite #250
Pomona, CA 91768

PROXY STATEMENT
FOR THE 2006 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 15, 2006

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why am I receiving these materials?

We sent you this proxy statement and the enclosed proxy card because the board
of directors of General Environmental Management, Inc. (referred to as the
"Company" or "GEM") is soliciting your proxy to vote at the Company's 2006
Annual Meeting. You are invited to attend the Annual Meeting and we request that
you vote on the proposals described in this proxy statement. However, you do not
need to attend the Annual Meeting to vote your shares. Instead, you may simply
complete, sign and return the enclosed proxy card. The Company intends to mail
this proxy statement and accompanying proxy card on or about May 5, 2006 to all
stockholders of record entitled to vote at the Annual Meeting.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the record date, April
17, 2006, will be entitled to vote at the Annual Meeting. As of the record date,
there were 28,250,635 shares of GEM's common stock outstanding and entitled to
vote. For information regarding security ownership by management and by the
beneficial owners of more than 5% of GEM's common stock, see the section
entitled "Security Ownership of Certain Beneficial Owners and Management" below.

Stockholders of Record: Shares Registered in Your Name

If on April 17, 2006 your shares were registered directly in your name with
GEM's transfer agent, Colonial Stock Transfer Co., then you are a stockholder of
record. As a stockholder of record, you may vote in person at the Annual Meeting
or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge
you to fill out and return the enclosed proxy card as instructed below to ensure
your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 17, 2006 your shares were held in an account at a brokerage firm,
bank, dealer or other similar organization, then you are the beneficial owner of
shares held in "street name" and these proxy materials are being forwarded to
you by that organization. The organization holding your account is considered
the stockholder of record for purposes of voting at the Annual Meeting. As a
beneficial owner, you have the right to direct your broker or other agent on how
to vote the shares in your account. You are also invited to attend the Annual
Meeting. However, since you are not the stockholder of record, you may not vote
your shares in person at the Annual Meeting unless you request and obtain a
legal proxy from your broker or other agent. If you fail to instruct your
organization how you would like to have your shares voted, the organization has
the authority to vote in its discretion as to Proposals One and Two.

May I attend the Annual Meeting?

All stockholders of record as of the close of business on April 17, 2006 may
attend the Annual Meeting. You must have a proxy card or other evidence of your
ownership of shares eligible to be voted as of the record date (such as a copy
of your brokerage or bank account statement) to attend the Annual Meeting. Also,
stockholders will be asked to present valid government-issued photo
identification, such as a driver's license or passport, before being admitted to
the meeting. Cameras, recording devices and other electronic devices will not be
permitted at the Annual Meeting. No items will be allowed into the Annual
Meeting that might pose a concern for the safety of those attending.

If you are a registered stockholder, you will receive a proxy card in the mail.
Please bring the proxy card, or other evidence of your ownership of shares
eligible to be voted as of the record date, to the Annual Meeting.

If a broker, bank, trustee, nominee or other third party holds your shares,
please inform that party that you plan to attend the Annual Meeting and ask for
a legal proxy. Bring the legal proxy to the stockholder registration area when
you arrive at the Annual Meeting and we will admit you to the Annual Meeting. If
you cannot obtain a legal proxy in time, we will admit you to the Annual Meeting
if you bring a copy of your brokerage or bank account statement showing that you
owned GEM stock as of April 17, 2006.

On what proposals am I voting?
The following two matters are scheduled for a vote:

1. The election of three directors to serve for the ensuing year and
until their successors are elected (Proposal One); and

2. To ratify the appointment of Weinberg & Company, P.A. as GEM's
independent certified public accountants for the fiscal year ending
December 31, 2006 (Proposal 2.)

How do I vote?

You may either vote "For" all of the nominees to the board of directors or you
may abstain from voting for any nominee you specify on the proxy card. For each
of the other matters to be voted on, you may vote "For" or "Against" or abstain
from voting. The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the Annual Meeting
or vote by proxy using the enclosed proxy card. Whether or not you plan to
attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is
counted. You may still attend the Annual Meeting and vote in person if you have
already voted by proxy.

o To vote in person: come to the Annual Meeting and we will give you a
ballot when you arrive.

o To vote using the proxy card: simply complete, sign and date the
enclosed proxy card and return it promptly in the envelope provided.
If you return your signed proxy card to us before the Annual Meeting,
the designated proxy holders will vote your shares as you direct,
except with respect to all other matters that may properly come
before the meeting or any postponement, continuation or adjournment
thereof, the designated proxy holders have discretionary authority to
vote your shares.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker,
bank or other agent, you should have received a proxy card and voting
instructions with these proxy materials from that organization rather than from
GEM. Simply complete and mail the proxy card to ensure that your vote is
counted. To vote in person at the Annual Meeting, you must obtain a valid legal
proxy from your broker, bank or other agent. Follow the instructions from your
broker or bank included with these proxy materials, or contact your broker or
bank to request a legal proxy form.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common
stock you own as of April 17, 2006.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting
selections, your shares will be voted:

o "For" the election of all three nominees for director to serve for the
ensuing year and until their successors are elected;

o "For" the ratification of the appointment of Weinberg & Company, P.A.
as GEM's independent certified public accountants for the fiscal year
ending December 31, 2006.

As set forth on the proxy card, if any other matter is properly presented at the
meeting, your proxy (one of the individuals named on your proxy card) will vote
your shares at his or her discretion.

Who is paying for this proxy solicitation?

GEM will bear the entire cost of solicitation of proxies, including preparation,
assembly, printing and mailing of this proxy statement. In addition to these
mailed proxy materials, our directors and employees may also solicit proxies in
person, by telephone, by electronic mail or by other means of communication.
Directors and employees will not be paid any additional compensation for
soliciting proxies. We may also reimburse brokerage firms, banks and other
agents for the cost of forwarding proxy materials to beneficial owners. We may
engage the services of a professional proxy solicitation firm to aid in the
solicitation of proxies from certain brokers, bank nominees and other
institutional owners. Our costs for such services, if retained, will not be
material.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than
one name or are registered in different accounts. Please complete, sign and
return each proxy card to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You may revoke your proxy at any time before the closing of the polls at
the Annual Meeting. You may revoke your proxy in any one of three ways:

o You may complete, sign, date and mail another proxy card bearing a
later date and deliver such proxy card to us prior to the Annual
Meeting;

o You may send a written notice that you are revoking your proxy to our
Secretary: Clyde Rhodes at 3191 Temple Avenue, Suite #250, Pomona, CA
91768 and deliver such notice to us prior to the Annual Meeting.

o You may attend the Annual Meeting and vote in person. Simply attending
the Annual Meeting will not, by itself, revoke your proxy.

When are stockholder proposals due for next year's Annual Meeting?

Requirements for Stockholder Proposals to be Considered for Inclusion in the
Company's Proxy Materials.

Stockholders may present proper proposals for inclusion in the Company's proxy
statement and for consideration at the Annual Meeting to be held in 2007 by
submitting their proposals in writing to the Secretary of the Company in a
timely manner as provided herein. In order to be included in the Company's

proxy materials for the 2007 Annual Meeting, stockholder proposals must be
received by the Secretary of the Company no later than the Notice Deadline (as
defined below), and must otherwise comply with the requirements of Rule 14a-8 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Requirements for Stockholder Proposals to be Brought Before an Annual Meeting.

Section 3.6 of our Bylaws establishes an advance notice procedure for
stockholders who wish to present certain matters before an Annual Meeting of
stockholders. The Bylaws provide that, to be properly brought before an Annual
Meeting, nominations for the election of director or other business must be: (1)
specified in the notice of meeting given by or at the direction of the board of
directors, (2) properly brought before the meeting by or at the direction of the
board of directors, or (3) properly brought before the meeting by a stockholder
who has delivered written notice to the Secretary of the Company no later than
the Notice Deadline, which notice must contain specified information concerning
the matters to be brought before such meeting and concerning the stockholder
proposing such matters.

The "Notice Deadline" is defined as that date which is 120 days prior to the
one-year anniversary of the date on which the Company first mailed its proxy
materials for the previous year's Annual Meeting of stockholders. As a result,
the Notice Deadline for the 2007 annual stockholder meeting is January 5, 2007.
If a stockholder who has notified the Company of his or her intention to present
a proposal at an Annual Meeting does not appear to present his or her proposal
at such meeting, the Company need not present the proposal for vote at such
meeting.

A copy of the full text of Section 3.6 of our Bylaws may be obtained without
charge by stockholders by writing to the Secretary of the Company at the address
below. All notices of proposals by stockholders, whether or not included in the
Company's proxy materials, should be sent to our Secretary: Clyde Rhodes at 3191
Temple Avenue, Suite #250, Pomona, CA 91768.

Stockholders may also submit a recommendation (as opposed to a formal
nomination) for a candidate for membership on our board of directors by
following the procedures set forth in the section entitled "Director Candidates"
in Proposal 1 below.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual
Meeting, who will separately count "For" and (with respect to proposals other
than the election of directors) "Against" votes, abstentions and broker
non-votes. A "broker non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that proposal and has not
received instructions with respect to that proposal from the beneficial owner.
Broker non-votes will have the effect on each Proposal as indicated below.
Abstentions will be counted towards the vote total for each proposal and will
have the same effect as "Against" votes.

How many votes are needed to approve each proposal?

o For Proposal 1, the election of directors, the three nominees
receiving the most "For" votes (among votes properly cast in person or
by proxy) will be elected. "Withheld votes" and Broker non-votes will
have no effect.

o For Proposal 2, the ratification of the appointment of Weinberg & Co.
P.A. as GEM's independent certified public accountants for the fiscal
year ending December 31, 2006, a "For" vote by a majority of the votes
present in person or by proxy, will ratify the appointment. "Withheld
votes" and Broker non-votes will have no effect.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid stockholder meeting. A
quorum will be present if at least a majority of the stock issued and
outstanding and entitled to vote at the Annual Meeting is present in person or
represented by proxy at the Annual Meeting.

Your shares will be counted as present at the Annual Meeting if you submit a
valid proxy vote or vote at the Annual Meeting. Abstentions and broker non-votes
are counted as present and entitled to vote and are, therefore, included for
purposes of determining the quorum requirement. If there is no quorum, a
majority of the votes present at the Annual Meeting may adjourn the Annual
Meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting
results will be published in the Company's quarterly report on Form 10-Q for the
quarter ending June 30, 2006.

PROPOSAL 1

TO ELECT THREE DIRECTORS TO SERVE FOR THE ENSUING YEAR AND UNTIL THEIR
SUCCESSORS ARE ELECTED

GEM's board of directors currently consists of three directors. Upon the
recommendation of the nominating committee of the board of directors, which
consists solely of independent directors, the board of directors has selected
three nominees for director this year. Each director to be elected will hold
office until the next Annual Meeting of stockholders and until his or her
successor is elected, or until the director's death, resignation or removal.
Each nominee listed below is currently a director of the Company.

VOTE REQUIRED

Directors are elected by a plurality of the votes properly cast in person or by
proxy. The nominees receiving the highest number of affirmative votes will be
elected.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR THE THREE NOMINEES LISTED BELOW.

NOMINEES

Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the nominees named below. The nominees have consented to be named
nominees in the proxy statement and to continue to serve as directors if
elected. If a nominee becomes unable or declines to serve as a director or if
additional persons are nominated at the Annual Meeting, the proxy holders intend
to vote all proxies received by them in such a manner as will assure the
election of the nominees listed below if possible (or, if new nominees have been
designated by the board of directors, in such a manner as to elect such
nominees), and the specific nominees to be voted for will be determined by the
proxy holders.

The Company is not aware of any reason that any of the nominees will be unable
or will decline to serve as directors. There are no arrangements or
understandings between any director or executive officer and any other person
pursuant to which he is or was to be selected as a director or officer of the
Company. The following is a brief biography of each nominee for director:

Name Age Position
- ----
Timothy J. Koziol 52 Chief Executive Officer, Board Chairman
and Director
James P. Stapleton 46 Director

Clyde E. Rhodes, Jr. 42 Chief Compliance Officer, VP of Technical
Services, Board Secretary and Director

Timothy J. Koziol. Mr. Koziol joined GEM in January 2002 and now serves as the
Chairman and Chief Executive Officer of the Company. Mr. Koziol implemented
accounting controls and systems to monitor the day-to-day financial position of
GEM, changed operational policies to improve efficiencies, and implemented new
sales and marketing programs to increase revenue. Prior to joining GEM, Mr.
Koziol was a principal of Fortress Funding, Inc., an asset based lending
company, where he was responsible for business development and underwriting. Mr.
Koziol was also a principal in Global Vantage, Ltd., an investment banking firm
located in Newport Beach, CA. Prior to his work in the financial services
industry, Mr. Koziol managed a marketing consulting firm for national and
regional clients. He has a Bachelor of Arts from Wheaton College in Speech
Communications and a Masters of Arts (Magma Cum Laude) from the Wheaton Graduate
School in Mass Communications.

James P. Stapleton is currently the Chief Financial Officer of BioNovo (OTC BB
BNVI), a pharmaceutical company. Bionovo is a drug discovery and development
company focusing on cancer and women's health. He was hired as the CFO. at
BioNovo in June 2005. From January 2003 to January 2005, Mr. Stapleton was the
CFO for Auxilio, Inc. (NASDAQ OTC AUXO.OB). Prior to that, from 1996 through
2002, Mr. Stapleton was employed in a variety of positions for ProSoft Learning
Corp. (NASDAQ OTC POSO.OB); including holding the positions as Corporate
Secretary, Vice President - Investor Relations, Chief Financial Officer, and
other positions. Moreover, Mr. Stapleton was Chief Financial Officer of BioTek
Solutions, Inc. from 1995 through February 1996. Also, from 1987 to1995, Mr.
Stapleton was the Chief Financial Officer for Advantage Life Products, Inc.
Currently, Mr. Stapleton serves on GEM's Board of Directors. He also served as
GEM's CFO from Nov. 2003 through April 2004. Mr. Stapleton graduated in 1995
from the University of California, Irvine (UCI) with an MBA; he also graduated
in 1985 from the University of Washingon with a BA in Economics.

Clyde E. Rhodes, Jr. Mr. Rhodes serves as Chief Compliance Officer, VP of
Technical Services, Secretary and a Director of the Company. Mr. Rhodes joined
GEM's predecessor, HazPak Environmental Services, Inc. ("HES"), in 2000. Before
joining HES, he was the Hazardous Waste Program Manager for the Metropolitan
Water District of Southern California for more than nine years. Mr. Rhodes has
been in the environmental industry for a total of more than 15 years developing
environmental management programs, performing environmental audits and assisting
public and private entities in meeting the myriad of state and federal
environment control laws and regulations. Mr. Rhodes is a founding member of the
Joint Utilities Vendor Audit Consortium established by west coast utilities
(Edison, LA Department of Water and Power, Southern California Gas, PG&E, Salt
River Project, and the Arizona Public Service Utility) to audit hazardous waste
facilities throughout the country. Mr. Rhodes possesses a Bachelor of Science
Degree in Chemical Engineering from Louisiana Tech University. Mr. Rhodes has
the certificate of Engineer-In-Training and received registration as a
Registered Environmental Assessor in the State of California in 1994.

CORPORATE GOVERNANCE

We are committed to principles of sound corporate governance. Our board of
directors has adopted charters for each of its committees. In addition, we have
a Code of Business Conduct and Ethics that is applicable to our officers,
directors and employees, and is designed to promote compliance with the laws
applicable to our business, accounting standards, and proper and ethical
business methods and practices. You can access our current committee charters,
Code of Business Conduct and Ethics and other information regarding our
corporate governance practices at the "Corporate Governance" link on the
"Investors" page of our website at www.go-gem.com (the "Corporate Governance
Webpage").

INDEPENDENCE OF DIRECTORS

Our board of directors has determined that James P. Stapleton, an "independent"
director for the purposes of the applicable rules of and the SEC.

DIRECTOR CANDIDATES

Stockholder Nominations and Recommendations. Section 3.6 of our Bylaws,
described above, sets forth the procedure for the proper submission of
stockholder nominations for membership on the board of directors. In addition,
it is the policy of our nominating committee to consider properly submitted
stockholder recommendations (as opposed to a formal nomination) for candidates
for membership on our board of directors. A stockholder may make such a
recommendation by submitting the following information: candidate's name, home
and business contact information, detailed biographical data, relevant
qualifications, information regarding any relationships between the candidate
and GEM within the last three years and evidence of ownership of GEM stock by
the recommending stockholder. Information must be submitted to:

Clyde E. Rhodes, Jr. Board Secretary
3191 Temple Avenue, Suite #250
Pomona, CA 91768

Identifying and Evaluating Director Nominees. The nominating committee uses a
variety of methods for identifying and evaluating candidates for nomination to
the board of directors. Although candidates for nomination to the board of
directors typically are suggested by existing directors or by our executive
officers, candidates may come to the attention of the nominating committee
through professional search firms, stockholders or other persons. The nominating
committee evaluates candidates for nomination by reviewing the qualifications of
the candidates, considering the performance of the board of directors as a whole
and the directors eligible for re-election at the Annual Meeting of
stockholders, and considering the current size, composition and needs of the
board of directors and its committees. The nominating committee also takes into
account other factors it considers appropriate, including issues of character,
judgment, independence, age, expertise, diversity of experience, length of
service, other commitments and potential conflicts of interest. Except as may be
required by rules promulgated by the SEC, it is the current sense of the
nominating committee that there are no specific, minimum qualifications that
must be met by each nominee for the board of directors, nor are there specific
qualities or skills that are necessary for one or more of the members of the
board of directors to possess. Candidates properly recommended by stockholders
are evaluated by the nominating committee using the same criteria as other
candidates.

CODE OF ETHICS

GEM is committed to maintaining the highest standards of business conduct and
ethics. Our Code of Business Conduct and Ethics (the "Code") reflects the
business practices and principles of behavior that support this commitment and
covers our employees, officers and directors. The Code satisfies SEC rules for a
"code of ethics" required by Section 406 of the Sarbanes-Oxley Act of 2002. The
Code is available at GEM's Corporate Governance Webpage, and we will post any
amendment to the Code, as well as any waivers that are required to be disclosed
by the rules of the SEC, on GEM's Corporate Governance Webpage.

COMMUNICATIONS WITH THE BOARD

Stockholders may communicate with the non-management members of the board of
directors by writing to:

Board of Directors
General Environmental Management, Inc.
3191 Temple Avenue Suite #250
Pomona, California 91768.

Pursuant to procedures adopted by the board of directors, the chief financial
officer of the Company reviews all such correspondence and forwards copies of
all correspondence, together with a summary, to each non-management member of
the board of directors. Concerns relating to accounting, internal controls or
auditing matters are immediately brought to the attention of the Company's audit
committee and handled in accordance with procedures established by the audit
committee with respect to such matters.

BOARD MEETINGS AND COMMITTEES

The board of directors of the Company held a total of 2 meetings and acted by
written consent 12 times during the year ended December 31, 2005. No director
serving during the year ended December 31, 2005 attended fewer than 75% of the
aggregate of all meetings of the board of directors and the committees of the
board of directors upon which such director served. Directors are encouraged,
but not required, to attend the Annual Meeting of stockholders.

The board of directors has three standing committees: the audit committee, the
compensation committee and the nominating committee.

Audit Committee. GEM has a separately-designated standing audit committee
established in accordance with Section 3(a)(58)(A) of the Exchange Act. The
audit committee currently consists of one director, James Stapleton, who is
"independent" as independence for audit committee members is defined by the SEC
Rules. Mr. Stapleton has been determined by the board of directors to meet the
qualifications of an "audit committee financial expert" in accordance with SEC
rules, including that the person meets the relevant definition of an
"independent director." Stockholders should understand that this designation is
a disclosure requirement of the SEC related to Mr. Stapleton's experience and
understanding with respect to certain accounting and auditing matters. The
designation does not impose upon Mr. Stapleton any duties, obligations or
liability that are greater than are generally imposed on him as a member of the
audit committee and the board of directors, and his designation as an audit
committee financial expert pursuant to this SEC requirement does not affect the
duties, obligations or liability of any other member of the board of directors.

The audit committee oversees the Company's financial reporting process and
internal controls, as well as the independent audit of the Company's financial
statements. The audit committee also selects an accounting firm to be engaged as
the Company's independent public accountants and provides oversight of legal,
ethical and corporate governance matters. The audit committee held two (2)
meetings during the year ended December 31, 2005. The report of the audit
committee is presented later in this proxy statement. The board of directors has
adopted a written charter for the audit committee that is available at GEM's
Corporate Governance Webpage at www.go-gem.com

DIRECTOR COMPENSATION

Our directors did not receive any cash compensation for their services as
directors during the year ended December 31, 2005. Our 2005 Stock Plan provides
for grants of options to purchase common stock to our directors who are not
employees. Our non-employee directors will each receive a grant of options to
purchase 25,000 shares of our common stock for their service during the year
ended December 31, 2005. Non-employee directors did not receive any options to
purchase shares of our common stock for participation on any committee of the
board of directors on which they served during the year ended December 31, 2005.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE
NOMINEES LISTED ABOVE.

Proposal No. 2

APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Based on the recommendation of its Audit Committee, the Board has appointed the
firm of Weinberg & Co. P.A. to be GEM's independent certified public accountants
for the year ending December 31, 2006, and recommends to stockholders that they
vote for ratification of that appointment. Although not required to do so, the
Board has determined that it would be desirable to request stockholders'
approval of this appointment. The ratification of the appointment of GEM's
independent certified public accountants will require the affirmative vote by
the holders of a majority of the outstanding Stock present in person or
represented by proxy at the Meeting. If such approval is not received, the Board
will reconsider the appointment.

In 2005 and 2004 Weinberg & Co. P.A. services included an examination of GEM's
consolidated financial statements, the financial statements of certain benefit
plans, and reviews of the consolidated financial statements included in GEM Form
10-Qs filed with the SEC for each of the quarters ended March 31, June 30, and
September 30.

Weinberg & Co. P.A. billed GEM for professional services rendered for the years
ended December 31, 2005, and December 31, 2004, as follows:

Fees for Services Rendered Fiscal Year 2005 Fiscal Year 2004
- ----------------------------- ----------------------- -----------------------
Audit fees (1) $ 135,304 $ 45,986
Audit-related fees (2) $ 111,508 $ -
Tax fees (3) $ - $ -
All other fees $ - $ -
Total $ 246,812 $ 45,986
- ----------------------------- --- ------------------ -- -------------------

(1) Includes fees and expenses related to the fiscal year audit and
to interim reviews and related accounting consultation.
(2) Includes fees and expenses for audits of the employee benefit
plan and, in 2004, consultation regarding internal control
reporting.
(3) Includes fees and expenses for tax advisory service.

The Audit Committee approves in advance all audit and non-audit services
provided by the independent auditors prior to their engagement with respect to
such services. The Audit Committee has delegated to the Chairman of the Audit
Committee the authority to pre-approve additional audit-related and non-audit
services not prohibited by law to be performed by GEM's independent auditors and
associated fees up to a maximum for any one non-audit service equal to the
lesser of $20,000 or 20% of the audit fees for GEM's most recent completed
fiscal year, provided that the Chair shall report any decisions to pre-approve
such audit-related or non-audit services and fees to the full Audit Committee at
its next regular meeting. The Audit Committee approved in advance all of the
audit and non-audit services provided by the independent auditors in fiscal 2005
and 2004.

A representative of Weinberg & Co. P.A. is expected to attend the Meeting, will
have an opportunity to make a statement, if he or she desires to do so, and will
be available to respond to appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF WEINBERG & CO.
P.A.TO SERVE AS GEM'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2006.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-
AUDIT SERVICES OF INDEPENDENT AUDITORS

The audit committee's policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors. These services may
include audit services, audit-related services, tax services and other services.
Pre-approval is detailed as to the particular service or category of services
and is generally subject to a specific budget. Each new engagement of Weinberg &
Co. P.A. was approved in advance by the audit committee, and none of those
engagements made use of the de minimus exception to pre-approval contained in
the SEC's rules.

AUDIT COMMITTEE REPORT

The Audit Committee (the "Committee") is composed of James P. Stapleton, who is
considered an "independent" director for the purposes of the applicable rules of
the SEC. The Committee's responsibilities are set forth in its charter, a copy
of which is available on GEM's Internet site, www.go-gem.com. The Board and the
Committee believe that the Committee members are and were at the time of the
actions described in this report "independent" directors, as independence is
defined by SEC Rule 401(e).

The Committee has reviewed and discussed with management GEM's audited
consolidated financial statements as of and for the year ended December 31,
2005, and has discussed with GEM's independent auditors the matters required to
be discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, issued by the Auditing Standards Board of the American
Institute of Certified Public Accountants.

The Committee has received and reviewed the written disclosures and the letter
from the independent auditors required by Independence Standard No. 1,
Independence Discussions with Audit Committees, as amended, issued by the
Independence Standards Board, and has discussed with the auditors the auditors'
independence and considered whether the provision of non-audit services by the
auditors is compatible with maintaining their independence.

Based on the foregoing reviews and discussions, the Committee recommended to the
Board that the above referenced consolidated financial statements be included in
GEM's Annual Report on Form 10-KSB for the year ended December 31, 2005, for
filing with the SEC.

Respectfully Submitted

James P. Stapleton

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of April 17, 2006, certain information as
known to the Company with respect to the beneficial ownership of our common
stock by (i) any person (including any group as that term is used in Section
13(d)(3) of the Exchange Act), known by the Company to be the beneficial owner
of more than 5% of the Company's voting securities, (ii) each director and each
nominee for director to the Company, (iii) each of the executive officers named
in the Summary Compensation Table appearing herein, and (iv) all current
executive officers and directors of the Company as a group. Unless otherwise
indicated, all persons named below can be reached at General Environmental
Management, Inc. 3191 Temple Avenue, Suite #250, Pomona, CA 91768.

No. of
Name Shares owned % of Stock Outstanding (1)

W. Reed Jensen 1,550,000 5.6%
4348 Butternut Rd. Salt Lake City, Utah 84124
General Pacific Partners LLC 1,834,142 (2) 6.6%
610 Newport Center Drive, Newport Beach CA 92660
Kevin P. O'Connell (3) 3,163,379 (4) 11.3%
610 Newport Center Drive, Newport Beach CA 92660
Timothy J. Koziol 600,030 (5) 2.2%
Clyde Rhodes 400,030 1.4%
James Stapleton 31,717
0.1%
Directors and Officers as a Group 1,031,777 3.7%
- ----------------------------------------------------- ------------------- ----------------------------

(1) Based upon 27,893,576 shares outstanding.
(2) Includes warrants to purchase 929,225 common shares at exercise prices
ranging from $1.00 to $1.25.
(3) Kevin P. O'Connell is the Managing Member of Billington Brown
Acceptance, LLC and General Pacific Partners, LLC.
(4) Includes shares owned by Billington Brown Acceptance, LLC and General
Pacific Partners, LLC.
(5) Includes 150,000 options to purchase common stock at $1.00 per share.

EXECUTIVE COMPENSATION AND OTHER MATTERS
SUMMARY COMPENSATION TABLE

The following table summarizes the compensation earned by or paid to our Chief
Executive Officer and the other most highly compensated executive officers whose
total salary and bonuses exceeded $100,000 for services rendered in all
capacities during the fiscal year ended December 31, 2005. We refer to these
individuals as our named executive officers.

The total compensation for the three fiscal years ended December 31, 2005 of
Timothy J. Koziol, our Chief Executive Officer, Brett M. Clark, our Chief
Financial Officer, and Clyde E. Rhodes, Jr., our Secretary is set forth below in
the following Summary Compensation Table.

Other Annual
Name and Principal Compensation ($) All Other Compensation
Position Year Salary ($) (1) Bonus ($) (2) ($)

Timothy J. Koziol 2005 204,194 10,000 -0- -0-
2004 186,401 -0- -0- -0-
2003 95,994 -0- -0- -0-

Brett M. Clark 2005 81,710 10,000 71,920 -0-
2004 -0- -0- -0- -0-
2003 -0- -0- -0- -0-

Clyde E. Rhodes, Jr. 2005 103,393 10,000 -0- -0-
2004 85,361 -0- -0- -0-
2003 80,625 -0- -0- -0-
- ---------------------- ------- ------------- --------------- ------------------- ------------------------

(1) The compensation described in this table does not include medical,
group life insurance or other benefits received by the named executive
officers that are available generally to all of our salaried
employees, and may not include certain perquisites and other personal
benefits received by the named executive officers that do not exceed
the lesser of $50,000 or ten percent (10%) of any such officer's
salary and bonus disclosed in the table.
(2) Mr. Clark performed services for the Company during the first part of
the year as an outside consultant.

Option Grants in Last Fiscal Year

Prior to acquisition by the Company, General Environmental Management, Inc. of
Delaware's Board of Directors approved and implemented the 2005 Stock Option
Plan (the plan). The plan authorized option grants to employees and other
persons closely associated with the Company for the purchase of up to 2,643,500
shares of common stock. Immediately following the approval of the plan the Board
of Directors of General Environmental Management, Inc. of Delaware granted a
total of 1,680,500 options to 68 employees and to two consultants. The exercise
price for the options was $1.00 per share. General Environmental Management,
Inc. of Delaware was not a publicly traded company at the time of the award but
the Board determined that $1.00 was the fair market value at that time. Under
the terms of the Acqisition Agreement and Plan of Merger the options became
exercisable into the same number of shares in the Company's stock.

During 2005, the Company awarded 200,000 options to our Chief Executive Officer
and 200,000 options to our Chief Financial Officer at exercise prices of $1.00
and $1.30, respectively, based on the closing market price on date of issuance.

On April 1, 2005 the Company's Board of Directors authorized the issuance of
6,000 options to three employees. The exercise price for the options was $1.65
per share and was based on the closing market price on the date of issuance. On
July 1, 2005 the Company's Board of Directors authorized the issuance of 283,000
options to eight employees. The exercise price for the options was $1.30 per
share and was based on the closing market price on the date of issuance. On
October 1, 2005 the Company's Board of Directors authorized the issuance of
18,000 options to five employees. The exercise price for the options was $1.17
per share and was based on the closing market price on the date of issuance.

Aggregate Option Exercises in Last Fiscal Year And Fiscal Year End Option Values

There were no option exercises by our executive officers during fiscal 2005.

YEAR-END OPTION VALUES

The following table provides information for the executive officers named in the
Summary Compensation Table above concerning stock options exercised during the
year ended December 31, 2005, as well as the number and value of securities
underlying exercisable and unexercisable options held as of December 31, 2005.

Number of Securities Value of Unexercised
Underlying Unexercised Options at In-the-Money Options at
December 31, 2005(#) December 31, 2005 ($)
----------------------------------- ------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
--------------- -------------- ---------------- --------------

Timothy J Koziol 150,000 50,000 - -
Brett M. Clark 50,000 150,000 - -
Clyde E. Rhodes, Jr. - - - -

The values shown for in-the-money options represent the difference between the
respective exercise price of outstanding stock options, and $ 0.50, which is the
fair market value of our common stock as of December 31, 2005.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors and executive
officers, and persons who own more than ten percent of a registered class of the
Company's equity securities, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of the Company. Officers, directors and greater than
ten percent stockholders are required by Securities and Exchange Commission
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 2005, all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten percent beneficial owners were complied with. All such Forms 4 have since
been filed with the Securities and Exchange Commission.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended December 31, 2004, General Pacific Partners (GPP),
whose managing member is Kevin P. O'Connell performed various services for the
Company. In return, GPP was paid $160,000 in cash and converted $240,000 in
advisory fees into 240,000 shares of common stock. In addition, GPP received
$310,375 in cash for finders fees related to financings of the Company. GPP also
purchased 91,875 shares of common stock at $0.01 per share. Also during 2004,
Billington Brown Acceptance, LLC ("Billington Brown"), whose managing member is
Kevin P. O'Connell, made a loan to the Company of $78,837. As partial
consideration for the loan, Billington Brown was issued 80,584 warrants to
purchase 80,584 shares of common stock at $1.25 per share. The loan plus accrued
interest was converted into 80,583 shares of common stock.

During the fiscal year ended December 31, 2005, General Pacific Partners (GPP)
performed various services for the Company. Below lists the dollar amounts GPP
earned in advisory fees for fiscal year 2005 and the cumulative amount converted
into shares of the company's common stock.

o GPP earned $355,000 of advisory fees, and

o converted $657,212 in advisory fees from current and previous years
into 657,212 shares of the Company's common stock.

GPP also signed several promissory notes with the company for a total loan of
$715,000. The notes carry an interest rate of ten percent (10%) per annum. Along
with the loans, GPP received 357,500 warrants to purchase common shares of the
Company at $1.25 per share. As of December 31, 2005 none of the notes had been
repaid. During 2005 the Company issued to GPP 296,350 warrants to purchase the
Company's common stock at $1.00 per share. These warrants originated from
finders fees related to financings of the Company. GPP also transferred 300,000
warrants, exercisable at $0.10 per share, to Billington Brown. GPP also
exercised 400,000 warrants at $0.10 per share and was issued 400,000 shares.
Also during 2005, Billington Brown received from GPP 300,000 warrants,
exercisable at $0.10 per share. They exercised the warrants and were issued
300,000 shares of the Company's common stock. During 2005 Billington Brown
loaned the Company $400,000 at an interest rate of eight percent (8%) per annum.
The loan was repaid in 2005.

INDEMNIFICATION AGREEMENTS

Our bylaws provide that we shall indemnify our directors and officers and may
indemnify our employees and other agents to the fullest extent permitted by
Nevada law. Our bylaws also permit us to secure insurance on behalf of any
officer, director, employee or other agent for any liability arising out of his
or her actions in such capacity, regardless of whether the Nevada Revised
Statutes expressly permits indemnification.

We believe that these provisions are necessary to attract and retain qualified
persons as directors and executive officers. It is the position of the
Securities and Exchange Commission that indemnification for liabilities arising
under federal or state securities laws is against public policy and not
enforceable.

At present, there is no pending litigation or proceeding involving any of our
directors or officers in which indemnification is required or permitted, and we
are not aware of any threatened litigation or proceeding that may result in a
claim for such indemnification. The Company is self-insured for these and
similar claims.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g.,
brokers) to satisfy the delivery requirements for proxy statements and annual
reports with respect to two or more stockholders sharing the same address by
delivering a single proxy statement addressed to those stockholders. This
process, which is commonly referred to as "householding," potentially means
extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are GEM stockholders
will be "householding" our proxy materials. A single proxy statement will be
delivered to multiple stockholders sharing an address unless contrary
instructions have been received from the affected stockholders. Once you have
received notice from your broker that they will be "householding" communications
to your address, "householding" will continue until you are notified otherwise
or until you revoke your consent. If, at any time, you no longer wish to
participate in "householding" and would prefer to receive a separate proxy
statement and annual report, please notify your broker or direct your written
request to:

Brett Clark, Vice President - CFO
General Environmental Management, Inc.
3191 Temple Avenue, Suite #250
Pomona, CA 91768

or call (909) 444-9500 to request an additional copy. Stockholders who currently
receive multiple copies of the proxy statement at their address and would like
to request "householding" of their communications should contact their broker.

OTHER MATTERS

The Company knows of no other matters to be submitted to the Annual Meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed form proxy to vote the shares they represent as
the board of directors may recommend.

A copy of the Company's Annual Report to the Securities and Exchange Commission
on Form 10-KSB for the year ended December 31, 2005 is enclosed with this Proxy
Statement.

WHERE YOU CAN FIND MORE INFORMATION

The Corporation files annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any reports,
statements or other information we file at the SEC's Public Reference Room, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices
located at 233 Broadway, New York, New York 10279; 801 Brickell Ave., Suite
1800, Miami, Florida 33131; 175 W. Jackson Boulevard, Suite 900, Chicago,
Illinois 60604; 1801 California Street, Suite 4800, Denver, Colorado 80202-2648
or 5670 Wilshire Boulevard, Suite 1100, Los Angeles, California 90036-3648.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from
commercial document retrieval services and at the website maintained by the SEC
at http://www.sec.gov. The SEC allows the Corporation to "incorporate by
reference" information into this Proxy Statement, which means that we can
disclose important information by referring you to another document filed
separately with the SEC. A copy of such report is enclosed with this Proxy
Statement. All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior
to the annual meeting shall also be deemed to be incorporated by reference into
this Proxy Statement.

You should rely only on the information contained in this Proxy Statement or
other documents to which we refer to vote at the Annual Meeting. We have not
authorized anyone to provide you with information that is different from what is
contained in this Proxy Statement. You should not assume that the information
contained in this Proxy Statement is accurate as of any date other than the date
of the Annual Meeting, and the mailing of the Proxy Statement to stockholders
shall not create any implication to the contrary.

Please sign and promptly return your proxy in the enclosed envelope. Your vote
is important.

By Order of the Board of Directors

/s/ Clyde E. Rhodes, Jr.
- --------------------------
Clyde E. Rhodes Jr., Secretary

Dated: April 17, 2006

Appendix A

GENERAL ENVIRONMENTAL MANAGEMENT, INC.
3191 Temple Avenue, Suite #250,
Pomona, CA 91768

PROXY FOR THE 2006 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 15, 2006

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GENERAL
ENVIRONMENTAL MANAGEMENT, INC (the "Company"), a Nevada corporation, will be
held on June 15, 2006 at 10:00 a.m., local time, at the office of the Company,
3191 Temple Avenue, Suite #250, Pomona, CA 91768 for the purposes stated on the
reverse side of this proxy card.

The signatory on the reverse side of this proxy card (the "Signatory"), revoking
all prior proxies, hereby appoints Timothy J, Koziol and Brett M. Clark, and
each of them, as proxies and attorneys-in-fact, with full power of substitution,
to represent and vote on the matters set forth in this proxy any and all shares
of the Common Stock of the Company held or owned by or standing in the name of
the Signatory on the Company's books that the Signatory would be entitled to
vote at the Annual Meeting of Stockholders of the Company to be held on June 15,
2006, at 10:00 a.m., local time, and any continuation or adjournment thereof,
with all powers the Signatory would possess if personally present at the
meeting.

The Signatory hereby directs and authorizes the above named Proxies and each of
them, or their substitute or substitutes, to vote as specified with respect to
the proposals listed on the reverse side of this proxy card. The shares
represented by this proxy will be voted as specified, or, if no specification is
made, in favor of each proposal. The Signatory hereby further confers upon said
Proxies, and each of them, or their substitutes, discretionary authority to vote
with respect to all other matters that may properly come before the meeting or
any postponement, continuation or adjournment thereof.

The Signatory hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders, Proxy Statement and Annual Report.

This Proxy is solicited on behalf of the Board of Directors of
GENERAL ENVIRONMENTAL MANAGEMENT, INC,
3191 Temple Avenue, Ste 250, Pomona, CA 91768

The undersigned hereby appoints Timothy J. Koziol and Brett Clark as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
vote as designated below, all the Common Stock of GENERAL ENVIRONMENTAL
MANAGEMENT, INC held of record by the undersigned on April 17, 2006, at the
annual meeting of stockholders scheduled to be held on June 15, 2006, and at any
adjournment thereof.

1. ELECTION OF DIRECTORS
for all nominees listed [ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
below, except as marked to
the contrary below.

(01) Timothy J. Koziol
(02) Clyde E. Rhodes Jr. INSTRUCTION: To withhold authority to vote
(03) James Stapleton for any nominee(s), mark "For All Except"
and write that nominee(s) name in the
space provided below.

------------------------------------------

2. PROPOSAL TO RATIFY THE APPOINTMENT OF WEINBERG & Co. P.A. as the independent
certified public accountants of GENERAL ENVIRONMENTAL MANAGEMENT, INC for the
fiscal year ending December 31, 2006.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, the Proxies are authorized to vote on such other
business as may properly come before this meeting.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, and 2.

Please sign exactly as it appears printed
hereon. When shares are held by joint
tenants, both should sign. When signing as
an attorney, executor, administrator,
trustee, or guardian, please give full
title as such. If signing as a corporation,
please sign full corporate name by
President or other authorized officer. If
signing as a partnership, please sign in
partnership name by authorized person.

------------------------------------------
Signature
Dated: ________________, 2006
Please vote, sign, date, and __________________________________________ return
the Proxy Card using the Signature (if held jointly) enclosed envelope.