January
29, 2010
Securities
and Exchange Commission
100 F
Street, N.E.
Judiciary
Plaza
Washington,
D.C. 20549
Attn:
Division
of Corporation Finance,
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Re:
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General
Environmental Management, Inc.
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Preliminary
Proxy Statement on Schedule 14A |
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Filed
on: December 18, 2009 |
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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.
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:
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The
Company is responsible for the adequacy and accuracy of the disclosure in
its filings;
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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
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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.
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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.
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By:
/s/ Timothy J. Koziol
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Timothy
J. Koziol
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Cc: Stanley
Moskowitz, Esq.
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