SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CVC CALIFORNIA LLC (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/04/2008	3. Issuer Name and Ticker or Trading Symbol GENERAL ENVIRONMENTAL MANAGEMENT, INC [ GEVI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Term Note(1)(2)(3)	09/04/2008	08/31/2011	Common Stock	2,166,666	$3	D
Warrant(2)(3)	09/04/2008	08/31/2014	Common Stock	1,350,000	$0.6	D
Warrant(2)(3)	09/04/2008	08/31/2014	Common Stock	1,350,000	$1.19	D
Warrant(2)(3)	09/04/2008	08/31/2014	Common Stock	300,000	$2.25	D

1. Name and Address of Reporting Person* CVC CALIFORNIA LLC (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ComVest Capital, LLC (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COMVEST CAPITAL MANAGEMENT LLC (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ComVest Group Holdings, LLC (Last) (First) (Middle) ONE NORTH CLEMANTIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FALK MICHAEL (Last) (First) (Middle) ONE NORTH CLEMANTIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Convertible Term Note (the "Note") bears interest at the rate of 9.5% per annum. The $6,500,000 principal of the Note is payable in 29 equal monthly installments of $135,416.66 each, commencing April 1, 2009 and continuing through and including August 1, 2011, and a final installment due and payable on August 31, 2011 in an amount equal to the entire remaining principal balance of the Note.

2. As of the date hereof, CVC California, LLC, a Delaware limited liability company (the "Reporting Person"), directly beneficially owns each of the derivative securities identified herein. ComVest Capital, LLC ("Capital") indirectly beneficially owns each of the derivative securities listed herein by virtue of the fact that Capital is the sole member and the managing member of the Reporting Person. ComVest Capital Management LLC ("Management") indirectly beneficially owns each of the derivative securities listed herein by virtue of the fact that Management is the managing member of Capital. ComVest Group Holdings, LLC ("CGH") indirectly beneficially owns each of the derivative securities listed herein by virtue of the fact that CGH is the managing member of Management. Michael S. Falk ("Falk"), an individual, indirectly beneficially owns the derivative securities listed herein by virtue of the fact that Falk is the Chairman and the principal member of CGH.

3. These securities are owned solely by CVC California, LLC, who is reporting the securities jointly with ComVest Capital Management LLC, ComVest Capital, LLC, ComVest Group Holdings LLC and Michael S. Falk.

	CVC California, LLC, By: ComVest Capital, LLC, By: /s/ Cecilio M. Rodriguez	09/15/2008
	ComVest Capital, LLC, By: /s/ Cecilio M. Rodriguez	09/15/2008
	ComVest Capital Management LLC, By: /s/ Cecilio M. Rodriguez	09/15/2008
	ComVest Group Holdings LLC, By: /s/ Cecilio M. Rodriguez	09/15/2008
	/s/ Michael S. Falk, Individually	09/15/2008
	** Signature of Reporting Person	Date
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