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

                                   FORM 10-QSB
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended    March 31, 2005
                               ------------------------

[]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________________ to _______________

Commission File No.     33-55254-38

                     General Environmental Management, Inc.
        (Exact name of Small Business Issuer as specified in its charter)

         NEVADA                                       87-0485313
-------------------------------                 ----------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification Number)


  3191 Temple Ave., Suite 250, Pomona, CA                  91768
----------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)


Issuer's telephone number, including area code     (909) 444-9500
                                               ---------------------------------

     Indicate  by check  mark  whether  the  Issuer  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for such shorter  period that the Issuer
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. [ ] Yes [ ] No

         Indicate the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practicable date.

             Class                     Outstanding as of March 31, 2005
-----------------------------         ----------------------------------
$.001 PAR VALUE COMMON STOCK                   24,958,300 SHARES


<PAGE>



                      GENRAL ENVIRONMENTAL MANAGEMENT, INC.
                         QUARTERLY REPORT ON FORM 10QSB
                   FOR THE FISCAL QUARTER ENDED MARCH 31, 2005

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  Page No.
<S>                                                                                                               <C>
Part I Financial Information
Item 1. Financial Statements (unaudited).............................................................................3
  Condensed Consolidated Balance Sheet  as of March 31, 2005.........................................................4
  Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and 2004.................5
  Condensed Consolidated Statement of Shareholders' Equity for the Three Months Ended March 31, 2005.................6
  Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004.................7
  Notes to the Condensed Consolidated Financial Statements...........................................................8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation........................20
Item 3. Controls and Procedures.....................................................................................25

Part II Other
Information.........................................................................................................26
Item 1. Legal Proceedings...........................................................................................26
Item 2. Changes in Securities.......................................................................................26
Item 3. Defaults Upon Senior Securities.............................................................................26
Item 4. Submission of Matters to a Vote of Security Holders.........................................................26
Item 5. Other Information...........................................................................................26
Item 6. Exhibits and Reports on Form 8K.............................................................................27

Signatures..........................................................................................................28

</TABLE>






                                       2

<PAGE>




                         PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.




3

<PAGE>



             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                           March 31,
                                                                             2005
                                                                         (Unaudited)
                                                                       --------------
ASSETS
CURRENT ASSETS
<S>                                                                    <C>
Cash in bank                                                           $      161,213
Accounts receivable, net                                                    2,804,329
Supplies inventory                                                             42,305
Prepaid expenses and other current assets                                     155,618
                                                                       --------------
                    Total Current Assets                                    3,163,465
                                                                       --------------

Property and equipment, net                                                 2,357,974
                                                                       --------------
Other Assets:
     Deposits and restricted cash                                             625,749
     Permits, net                                                             286,437
     Goodwill                                                                 644,647
                                                                       --------------

                    Total Other Assets                                      1,556,833
                                                                       --------------

TOTAL ASSETS                                                           $    7,078,272
                                                                       ==============

LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

     Accounts payable                                                  $    2,601,678
     Due to related party                                                     430,228
     Line of Credit                                                           643,203
     Current maturities of long term debt                                     154,701
     Convertible notes payable                                                808,173
     Accrued expenses and other liabilities                                   679,167
                                                                       --------------

                        Total Current Liabilities                           5,317,150

Long term debt net of current maturities                                      285,795
                                                                       --------------
                        Total Liabilities                                   5,602,945
                                                                       --------------

   STOCKHOLDERS' EQUITY
     Preferred Stock $.001 par value: Authorized - 50,000,000 shares
     Issued and outstanding none                                                    -
     Common Stock $.001 par value: Authorized - 200,000,000 shares
      Issued and outstanding 24,958,300 shares                                 24,958
     Common Stock issuable                                                  1,384,470
     Additional paid-in capital                                             9,677,475
     Accumulated deficit                                                   (9,611,576)
                                                                       --------------

                        Total Stockholders' Equity                          1,475,327
                                                                       --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $    7,078,272
                                                                       ==============
</TABLE>

          The notes to the Condensed Consolidated Financial Statements
                    are and integral part of the statements


                                       4

<PAGE>



             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                         March 31,
                                                                                2005              2004
                                                                         -----------------   -----------------
<S>                                                                      <C>                 <C>
Net sales                                                                $       3,294,461   $       1,446,346
Cost of sales                                                                    2,836,526           1,322,105
                                                                         -----------------   -----------------

              Gross profit                                                         457,935             124,241
                                                                         -----------------   -----------------

Operating expenses:

  Selling expenses                                                                 334,811             199,441
  General and administrative expenses                                            1,427,866             746,365
                                                                         -----------------   -----------------

Total operating expenses                                                         1,762,677             945,806
                                                                         -----------------   -----------------

              Operating loss                                                    (1,304,742)           (821,565)

Other income (expense):
   Interest income                                                                   1,489                   -
   Interest expense and amortization of deferred financing costs                  (145,099)            (52,284)
   Other non-operating income                                                       75,910                   -
                                                                         -----------------   -----------------

                    NET LOSS                                             $      (1,372,442)  $        (873,849)
                                                                         =================   =================

Loss per weighted average share, basic and diluted                       $            (.06)  $            (.08)
                                                                         =================   =================

Weighted average shares of common stock outstanding, basic and diluted          24,762,267          11,246,402
                                                                         =================   =================
</TABLE>



        The notes to the Condensed Consolidated Financial Statements are
                       and integral part of the statements




                                       5

<PAGE>



             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31 2005
                                   (Unaudited)


<TABLE>
<CAPTION>
                                               Issued                   Issuable          Additional
                                            Common Stock              Common Stock         Paid In      Accumulated
                                        Shares       Amount       Shares        Amount     Capital        Deficit         Total
                                     -----------  -----------   ----------   ----------- ------------   ------------   ------------
<S>                                   <C>         <C>           <C>          <C>         <C>            <C>            <C>
Balance, January 1, 2005              17,563,830  $    17,564            -   $         - $  9,204,476   $ (8,239,134)  $    982,906

Transfer of Ultronics stock at time
of merger and recapitalization         6,000,000        6,000            -             -       (6,000)             -              -

Issuance of common stock
  For cash                               105,000          105            -             -      104,895              -        105,000

Issuance of common stock
  For services                             2,678            3            -             -        2,675              -          2,678

Redemption of convertible debt                                   1,384,470     1,384,470            -              -      1,384,470

Issuance of common stock on
  conversion of debt                      26,792           27            -             -       26,765              -         26,792

Issuance of common stock on
  exercise of warrants                 1,260,000        1,260            -             -      351,866              -        353,126

Valuation discount on debt                     -            -            -             -       (7,203)             -         (7,203)

Net loss for the quarter
  ended March 31, 2005                         -            -            -             -            -     (1,372,442)    (1,372,442)
                                     -----------  -----------   ----------   ----------- ------------   ------------   ------------

Balance, March 31, 2004               24,958,300  $    24,959    1,384,470   $ 1,384,470    9,677,474   $ (9,611,576)  $  1,475,327
                                     ===========  ===========   ==========   =========== ============   ============   ============
</TABLE>

          The notes to the Condensed Consolidated Financial Statements
                     are and integral part of the statements



                                       6

<PAGE>

            GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                        March 31,
                                                                               2005                2004
                                                                         ------------------  ------------------
OPERATING ACTIVITIES
<S>                                                                      <C>                 <C>
   Net (loss)                                                            $       (1,372,442) $         (873,849)
   Adjustments to reconcile net loss to cash
    used in operating activities:
       Depreciation and amortization                                                61,018              18,041
       Amortization of premium on notes                                             23,402                 -
       Common stock issued for services                                              2,678                 -
       Changes in assets and liabilities:
          Accounts Receivable                                                      (250,882)            142,037
          Prepaid expenses                                                          (10,694)           (258,121)
          Supplies inventory                                                          1,113               2,234
          Accounts Payable                                                         (526,744)            287,766
          Accrued interest convertible notes                                         24,897                   -
          Accrued expenses and other liabilities                                   (109,816)            (14,506)
                                                                         ------------------  ------------------
          NET CASH USED IN OPERATING ACTIVITIES                                  (2,157,470)           (696,398)
                                                                         ------------------  ------------------

INVESTING ACTIVITIES:
   Increase in deposits and restricted cash                                        (34,703)             (8,861)
   Increase in permits                                                             (34,996)                  -
   Additions to and acquisition of plant property and equipment                    (19,628)            (12,000)
                                                                         ------------------  ------------------
          NET CASH USED IN INVESTING ACTIVITIES                                    (89,327)            (20,861)
                                                                         ------------------  ------------------

FINANCING ACTIVITIES
   Proceeds from (repayment of) line of credit                                     221,899            (118,533)
   Bank overdraft                                                                        -             (32,842
   Repayment of long term debt                                                     (75,528)             (7,105)
   Payment of convertible notes                                                   (125,145)                  -
   Proceeds from issuance of convertible notes                                   1,375,000             700,000
   Proceeds from sale of common stock                                              105,000           1,089,207
   Proceeds from exercise of warrants                                              353,126                   -
                                                                         -----------------   -----------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                              1,854,352           1,630,727
                                                                         -----------------   -----------------

          (DECREASE) INCREASE IN CASH AND
          CASH EQUIVALENTS                                                        (392,445)            913,468

Cash and cash equivalents at beginning of period                                   553,658             546,181
                                                                         -----------------   -----------------

          CASH AND CASH EQUIVALENTS AT END OF PERIOD                     $         161,213   $       1,459,649
                                                                         =================   =================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
   Interest expense                                                      $         121,697   $          52,285
                                                                         =================   =================
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the first quarter of 2005 and 2004, legal fees of $2,678 and $8,311
respectively were settled by issuance of 2,678 and 8,311 shares of common stock
respectively . During the first quarter of 2005 the convertible note holders
converted $26,792 of notes and accrued interest into 26,793 shares of common
stock.

During the first quarter of 2005 the Company redeemed $1,384,470 of mandatory
convertible notes payable and accrued interest for 1,384,470 shares of common
stock to be issued.




          The notes to the Condensed Consolidated Financial Statements
                     are and integral part of the statements


                                       7

<PAGE>


             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES
       (UNAUDITED) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES


1. ORGANIZATION AND PRINCIPAL ACTIVITIES

     ORGANIZATION AND DESCRIPTION OF BUSINESS

     Ultronics Corporation (a development stage company) ( "the Company) was
     incorporated in the state of Nevada on March 14, 1990 to serve as a vehicle
     to effect a merger, exchange of capital stock, asset acquisition or other
     business combination with a domestic or foreign private business. The
     Company's fiscal year end is December 31.

     On February 14, 2005 the Company acquired all of the outstanding shares of
     General Environmental Management, Inc ("GEM"), a Delaware Corporation in
     exchange for 18,914,408 shares of its class A common stock and as a result
     GEM became a wholly owned subsidiary of Ultronics Corporation. GEM was
     incorporated in Delaware on February 7, 2003. At the time of the exchange
     GEM was operating as a fully integrated environmental service firm
     structured to provide environmental health and safety ("EHS") compliance
     services, field services, transportation, off-site treatment, and on-site
     treatment services. In addition, GEM held 100% of the membership interest
     in General Environmental Management of Rancho Cordova LLC, a limited
     liability company that operates a fully permitted Treatment, Storage and
     Disposal Facility ("TSDF") located in Rancho Cordova, California.

     The acquisition was accounted for as a reverse merger (recapitalization)
     with GEM deemed to be the accounting acquirer, and Ultronics Corporation
     the legal acquirer. Accordingly, the historical financial information
     presented in the financial statements is that of GEM as adjusted to give
     effect to any difference in the par value of the issuer's and the
     accounting acquirer stock with an offset to capital in excess of par value.
     The basis of the assets, liabilities and retained earnings of GEM, the
     accounting acquirer, have been carried over in the recapitalization.
     Subsequent to the acquisition, the Company changed its name to General
     Environmental Management, Inc.

     BASIS OF PRESENTATION

     The condensed consolidated interim financial statements included herein
     have been prepared by the Company, pursuant to the rules and regulations of
     the Securities and Exchange Commission with regard to Regulation S-B and,
     in the opinion of management, include all adjustments which, except, as
     described elsewhere herein, are of a normal recurring nature, necessary for
     a fair presentation of the financial position, results of operations, and
     cash flows for the periods presented. The results for the interim periods
     are not necessarily indicative of results for the entire year. The
     financial statements presented herein should be read in conjunction with
     the financial statements included in the Company's Annual Report on Form
     10-KSB for the year ended December 31, 2004 and, when filed, the pro-forma
     financial statements filed on form 8-K/A for the acquired entity.


                                       8

<PAGE>


             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES
       (UNAUDITED) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES


     1. ORGANIZATION AND PRICIPAL ACTIVITIES (continued)

     GOING CONCERN

     The accompanying consolidated financial statements have been prepared
     assuming that the company will continue as a going concern. The Company
     incurred a net loss of $1,372,442 and utilized cash in operating activities
     of $2,157,470 during the three months ended March 31, 2005. As of March 31,
     2005 the Company had current liabilities exceeding current assets by
     $2,153,685, including $808,173 of current liabilities that are convertible
     into equity. These matters raise substantial doubt about the Company's
     ability to continue as a going concern.

     Management is continuing to raise capital through the issuance of debt and
     equity. In addition, management believes that the company will begin to
     operate profitably due to improved operational results, cost cutting
     practices, and the completion of the integration of acquisitions made by
     the Company during 2004. However, there can be no assurances that the
     Company will be successful in this regard or will be able to eliminate its
     working capital deficit or operating losses. The accompanying financial
     statements do not contain any adjustments which may be required as a result
     of this uncertainty.

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

     (a)  Principles of Consolidation

     The condensed  consolidated  financial  statements  include the accounts of
     General  Environmental  Management,  Inc. of Nevada,  and its wholly  owned
     subsidiaries,  General  Environmental  Management,  Inc.  of  Delaware  and
     General  Environmental  Management of Rancho  Cordova,  LLC.  Inter-company
     accounts and transactions have been eliminated

     (b) Use of estimates

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires the
     Company's management to make certain estimates and assumptions. These
     estimates and assumptions affect the reported amounts of assets and
     liabilities and disclosure of the contingent assets and liabilities at the
     date of the financial statements. These estimates and assumptions will also
     affect the reported amounts of certain revenues and expenses during the
     reporting period. Actual results could differ materially based on any
     changes in the estimates and assumptions that the Company uses in the
     preparation of its financial statements that are reviewed no less than
     annually. Actual results could differ materially from these estimates and
     assumptions due to changes in environmental-related regulations or future
     operational plans, and the inherent imprecision associated with estimating
     such future matters


                                       9

<PAGE>


             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES
       (UNAUDITED) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES


     2. SUMMARY OF PRNCIPAL ACCOUNTING POLICIES (continued)

     (c) Revenue Recognition

     The Company recognizes revenue for waste picked up and received waste at
     the time pick up or receipt occurs and recognizes the estimated cost of
     disposal in the same period.

     (d) Concentration of Credit Risk

     The Company's financial instruments that are exposed to concentrations of
     credit risk consist principally of cash and trade receivables. The Company
     places its cash in what it believes to be credit-worthy financial
     institutions. However, cash balances have exceeded FDIC insured levels at
     various times. The Company has not experienced any losses in such accounts
     and believes it is not exposed to any significant risk in cash. The
     Company's trade receivables result primarily from removal or transportation
     of waste, and the concentration of credit risk is limited to a broad
     customer base located mostly in Southern California geographic area.

     (e) Fair Value of Financial Instruments

     The Company believes that the carrying value of its cash, accounts
     receivable, accounts payable, accrued liabilities, line of credit, due to
     related party, and convertible notes payable as of March 31, 2005
     approximates their respective fair values due to the demand or short- term
     nature of those instruments.

     (f) Trade Receivables

     Trade receivables are recorded at net realizable value consisting of the
     carrying amount less an allowance for uncollectible accounts, as needed.

     The Company uses the allowance method to account for uncollectible trade
     receivable balances. Under the allowance method, if needed, an estimate of
     uncollectible customer balances is made based upon specific account
     balances that are considered uncollectible. Factors used to establish an
     allowance include the credit quality of the customer and whether the
     balance is significant. Accounts are considered past due once the unpaid
     balance is 90 days or more outstanding, unless payment terms are extended
     by contract. When an account balance is past due and attempts have been
     made by legal or other means, the amount is considered uncollectible and is
     written off against the allowance balance. At March 31, 2005 trade
     receivables had a net balance in the amount of $2,804,329, net of an
     allowance of $276,900.



                                       10

<PAGE>


             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES
       (UNAUDITED) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES


     2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (continued)

     (g) Inventory

     Inventories consist of supplies used in the ordinary course of business and
     are stated at the lower of cost (first-in, first-out method) or market.

     (h) Property and Equipment

     Property and equipment is stated at cost. Depreciation is computed using
     accelerated methods based on the estimated useful lives of the assets,
     generally as follows:



        Transportation                           5 Years
        Equipment                              5 - 7 Years
        Furniture and fixtures                 5 - 7 Years
        Building and Improvements             20 - 40 Years


     In accordance with the Company's operating permit for the fully permitted
     Treatment, Storage, and Disposal Facility in Rancho Cordova, California ,
     the Company is liable for certain costs involving the ultimate closure of
     the facility. These expenses include costs of decommissioning, remediation,
     and incremental direct administration costs to close the facility.

     The Company accounts for these costs based on SFAS No. 143, "Accounting for
     Asset Retirement Obligations", which addresses financial accounting and
     reporting for obligations associated with the retirement of tangible
     long-lived assets and the related asset retirement costs. The statement
     requires that the fair value of a liability for an asset retirement
     obligation be recognized in the period in which it is incurred and
     capitalized as part of the carrying amount of the long-lived asset. When a
     liability is initially recorded, the Company capitalizes the cost by
     increasing the carrying value of the related facility (long-lived asset).
     Over time, the liability is accreted to its present value each period, and
     the capitalized cost is depreciated over the useful life of the facility.
     Upon settlement of the liability, a gain or loss will be recorded.

     (i) Impairment of Long-Lived Assets

     Statement of Financial  Accounting  Standards No. 144,  "Accounting for the
     Impairment  or  Disposal  of  Long-Lived  Assets",  established  guidelines
     regarding  when  impairment  losses on  long-lived  assets,  which  include
     property and  equipment,  should be recognized  and how  impairment  losses
     should be measured.  This statement also provides a single accounting model
     for  long-lived  assets to be  disposed  of and  significantly  changes the
     criteria  that would have to be met to classify an asset as  held-for-sale.
     The  Company  periodically  reviews,  at least  annually,  such  assets for
     possible  impairment and expected  losses.  If any losses are determined to
     exist they are recorded in the period when such impairment is determined.


                                       11

<PAGE>


             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES
       (UNAUDITED) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES

     2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (continued)

     (j) Goodwill and Intangible Assets

     The Company accounts for goodwill and intangible assets pursuant to SFAS
     No. 142, Goodwill and Other Intangible Assets. Under SFAS 142, intangibles
     with definite lives continue to be amortized on a straight-line basis over
     the lesser of their estimated useful lives or contractual terms. Goodwill
     and intangibles with indefinite lives are evaluated at least annually for
     impairment by comparing the asset's estimated fair values with its carrying
     value, based on cash flow methodology.

     (k) Income Taxes

     The Company accounts for income taxes using the asset and liability method
     whereby deferred income tax assets and liabilities are recognized for the
     tax consequences of temporary differences by applying statutory tax rates
     applicable to future years to difference between the financial statement
     carrying amounts and the tax bases of certain assets and liabilities.
     Changes in deferred tax assets and liabilities include the impact of any
     tax rate changes enacted during the year.

     (l)      Stock Compensation Costs

     In December 2002 the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation- Transition and Disclosure." SFAS No. 148 amends SFAS No. 123,
     "Accounting for Stock-Based Compensation." SFAS No. 148 provides
     alternative methods of transition for a voluntary change to the fair value
     based method of accounting for stock based employee compensation. In
     addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123
     to require more prominent and more frequent disclosure in financial
     statements about the effects of stock based compensation. SFAS No. 123
     established accounting and disclosure requirements using a fair value-based
     method of accounting for the stock-based employee compensation plans. As
     allowed by SFAS No. 123, the Company has elected to apply the intrinsic
     value-based method of accounting described above, and has adopted only the
     disclosure requirements of SFAS No.123 for employee issued options. No
     stock option based employee compensation costs are reflected in the
     Company's net loss as all options granted had an exercise price equal to or
     greater than the market value of Company's underlying common stock at the
     date of grant. Had the company elected to recognize compensation costs
     based on fair value of the stock and stock options at the date of grant
     under SFAS No.123, such costs would have been recognized ratably over the
     service period of the underlying instrument and the Company's net loss and
     net loss per common share would decreased to the amounts indicated in the
     table below (which are not intended to be indicative of or a projection of
     future results):

<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                       March 31,
                                                                                2005                2004
                                                                         ------------------   -----------------
<S>                                                                      <C>                  <C>
     Net loss                                                            $       (1,372,442)  $        (873,850)
     Less: stock based employee compensation expense determined
     under the fair value method for all awards                                    (451,693)                  -
                                                                         ------------------   -----------------
          Pro forma net loss                                             $       (1,823,135)  $        (873,850)
                                                                         ==================   =================
       Basic loss per weighted average share, as reported                $(.06)               $(.08)
                                                                         =====                =====
       Pro forma Basic loss per weighted average share                   $(.07)               $(.08)
                                                                         =====                =====
</TABLE>


                                       12

<PAGE>


             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES
       (UNAUDITED) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES



3. NEW ACCOUNTING PRONOUNCEMENTS

     References to the "FASB", "SFAS" and "SAB" herein refer to the "Financial
     Accounting Standards Board", "Statement of Financial Accounting Standards",
     and the "SEC Staff Accounting Bulletin", respectively.

     In December 2004 the FASB issued SFAS No. 123(R) which revised SFAS No. 123
     to require a public entity to measure the cost of employee services
     received in exchange for an award of equity instruments based on the
     grant-date fair value of the award (with limited exceptions). That cost
     will be recognized over the period during which an employee is required to
     provide service in exchange for the award--the requisite service period
     (usually the vesting period). No compensation cost is recognized for equity
     instruments for which employees do not render the requisite service.
     Employee share purchase plans will not result in recognition of
     compensation cost if certain conditions are met; those conditions are much
     the same as the related conditions in Statement 123. A public entity will
     initially measure the cost of employee services received in exchange for an
     award of liability instruments based on its current fair value; the fair
     value of that award will be re- measured subsequently at each reporting
     date through the settlement date. Changes in fair value during the
     requisite service period will be recognized as compensation cost over that
     period. A nonpublic entity may elect to measure its liability awards at
     their intrinsic value through the date of settlement. The statement is not
     effective for small business issuers until the first annual reporting
     period beginning after December 15, 2005. The Company will adopt the
     requirements of SFAS No. 123(R) beginning fiscal 2006.

     In November, 2004, the FASB issued Statement of Financial Accounting
     standards No. 151, "Inventory Costs". This statement amends the guidance in
     ARB No. 43 Chapter 4 Inventory Pricing, to require items such as idle
     facility costs, excessive spoilage, double freight and re- handling costs
     to be expenses in the current period, regardless if they are abnormal
     amounts or not. This Statement will become effective for the Company in the
     first quarter of 2006. The Company is primarily a service provider and as
     such the adoption of SFAS 151 is not expected to have a significant effect
     on the Company's financial statements.

     4.       ACQUISITIONS

     On June 23, 2004, the Company entered into a Membership Interest Purchase
     Agreement to acquire a fully permitted hazardous waste Treatment, Storage,
     and Disposal facility (TSDF) located in Rancho Cordova, California from
     Pollution Control Industries, Inc. The aggregate purchase price for the
     facility was $2,500,000. The acquisition was accounted for as a purchase.
     The purchase price was allocated as follows:


                Property and equipment          $       2,090,280
                Permits                                   250,000
                Goodwill                                  159,720
                                                -----------------
                  Total                         $       2,500,000
                                                =================

          On August 1, 2004,  the Company  entered into a Purchase  Agreement to
          acquire  certain  assets and  liabilities  of Firestone  Environmental
          Services,  Inc. dba Prime Environmental  Services,  Inc. and Firestone
          Associates Inc. dba Firestone  Energy Company  (Prime).  Consideration
          for the  acquisition of Prime was paid as follows:  $200,000 cash paid
          at closing; issuance of two notes payable to the sellers in



                                       13
<PAGE>


             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES
       (UNAUDITED) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES

     4. ACQUISITIONS (continued)

     an aggregate principal amount of $440,000; issuance of 60,000 shares of the
     Company's common stock valued at $60,000; the issuance of a warrant to
     purchase up to 46,667 shares of the Company's common stock at an exercise
     price of $2.00 per share; the issuance of a warrant to purchase up to
     46,667 shares of the Company's common stock at an exercise price of $3.00
     per share; and; the issuance of a warrant to purchase up to 46,668 shares
     of the Company's common stock at exercise price of $4.00 per share. The
     warrants were valued at $17,752 using an option pricing model. The
     acquisition was accounted for as a purchase. The purchase price was
     allocated as follows:


          Inventory                      $            8,000
          Property and equipment                    224,825
          Goodwill                                  475,527
                                        ------------------
           Total                        $          708,352
                                        ==================

     The following sets out the pro forma operating results for the three months
     ended March 31, 2004 for the Company had the acquisitions occurred as of
     January 1, 2004:

<TABLE>
<CAPTION>
                                                                              Unaudited
                                                                         Three Months Ended
                                                                              March 31,
                                                                           2004 Pro Forma
                                                                         ------------------
<S>                                                                      <C>
     Net sales                                                           $        3,284,717
     Cost of sales
                                                                         ------------------
                   Gross profit                                                     614,454
                                                                         ------------------
     Operating expenses:
       Selling expenses                                                             302,447
       General and administrative expenses                                        1,103,390
                                                                         ------------------
     Total operating expenses                                                     1,405,837
                                                                         ------------------
                   Operating loss                                                  (791,383)
     Other income (expense):
       Interest income                                                                    -
       Interest expense and amortization of deferred financing costs                (92,435)
       Other non-operating income                                                    37,847
       Other non-operating expenses                                                    (270)
                                                                         ------------------

                   NET LOSS                                              $         (846,241)
                                                                         ==================

     Loss per weighted average share, basic and diluted                  $             (.74)
                                                                         ==================
</TABLE>


     5. RELATED PARTY TRANSACTIONS

     During the first quarter of 2005 and 2004 the Company  incurred $60,000 and
     $220,600  respectively  in fees for advisory  services  provided by General
     Pacific  Partners,  a company  operated  by a prior  member of the Board of
     Directors of the Company's wholly owned subsidiary,  General  Environmental
     Management, Inc. of Delaware. As of March 31, 2005 the company had $430,228
     in amounts payable to General Pacific Partners for fees for services.



                                       14


<PAGE>


             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES
       (UNAUDITED) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES

     6. LINE OF CREDIT

     The Company's wholly owned subsidiary, General Environmental Management,
     Inc. of Delaware entered into a revolving accounts receivable funding
     agreement (the "Agreement") with a lender beginning May 2002. The Agreement
     was amended on October 14, 2004. Under terms of the amended Agreement, the
     lender will purchase from the General Environmental Management, Inc. of
     Delaware some or all of the General Environmental Management, Inc. of
     Delaware's accounts receivable (the "Purchased Accounts"), advancing cash
     to General Environmental Management, Inc. of Delaware up to 70% of the
     Purchased Accounts, up to a maximum indebtedness of $1,250,000. In
     consideration of purchase of said accounts receivable, General
     Environmental Management, Inc of Delaware will pay to lender (a) interest
     on the aggregate outstanding indebtedness at the rate of 3.0% per annum
     plus the Prime Rate in effect at the end of each month with the Prime Rate
     never being less than four and three fourths of a percent (4.75%) per
     annum, and (b) a fee of one and two tenths percent (1.2%) of the face
     amount of the Purchased Accounts which will be deducted from any cash
     advance. If the product of thirty days multiplied by the ratio of the total
     amount of Purchased Accounts at the beginning of any month divided by the
     total collections applied to the General Environmental Management, Inc. of
     Delaware's indebtedness during any said month is greater than forty (40)
     days, the charge pursuant to (b) above shall be increased by one-fourth of
     one per cent (1/4%) for each such five day period. Under terms of the
     agreement, General Environmental Management, Inc of Delaware assumes full
     risk of non-payment, and unconditionally guarantees to the lender the full
     and prompt payment of the full-face amount of the Purchased Accounts. If
     any Purchased Account shall remain unpaid after ninety (90) days, or if
     lender shall otherwise deem itself insecure for any reason whatsoever, or
     if any account debtor shall become bankrupt, insolvent or subject of a
     reorganization, the lender may require General Environmental Management,
     Inc of Delaware to repurchase such Purchased Account plus any lender's
     costs relating to collection of such Purchased Account. The agreement is
     for a term of six months and shall be automatically renewable for
     successive six-month terms unless terminated by General Environmental
     Management, Inc. of Delaware by notification to lender in writing at least
     sixty (60) days before the end of any renewal term. The Agreement was
     renewed through June 30, 2005, and is secured by all of General
     Environmental Management, Inc. of Delaware's assets and personally
     guaranteed by certain stockholders of the Company. The amounts due to the
     lender under this agreement were $643,202 as of March 31, 2005.

     7. CONVERTIBLE NOTES

     Convertible notes consists of the following at March 31, 2005:

                                                                      2005
                                                                   -----------
        2004 Convertible notes under Loan and Security Agreement   $   822,583
        Valuation discount                                             (14,410)
                                                                   -----------
        Convertible notes, current                                 $   808,173
                                                                   ===========


                                       15

<PAGE>


             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES
       (UNAUDITED) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES

     7. CONVERTIBLE NOTES (continued)

     During the period March 4, 2004 through June 22, 2004, the Company entered
     into a Loan and Security Agreement with several investors to provide the
     capital necessary for the purchase of the TSDF located in Rancho Cordova,
     California. The total capital generated was $2,408,837. The notes carry an
     interest rate of eight percent (8%) per annum and principal and interest
     are convertible on a dollar for dollar basis to common stock. In addition,
     the note holders were issued warrants to purchase common stock. Each two
     dollars of notes issued resulted in the issuance of a warrant for the
     purchase of one share of common stock in General Environmental Management,
     Inc at $1.25 per share of common stock. As of March 31, 2005 no warrants
     have been exercised and $974,507 of convertible notes had been converted to
     shares of common stock.
     8. LONG TERM DEBT

     A summary of the below noted Term financing as of March 31, 2005 is as
follows:

                                                          2005
                                                     --------------

     (a) Note Payable, People View                   $        8,218
     (b) Note payable, truck                                  5,551
     (c) Note payable, truck                                  5,551
     (d) Note payable, truck                                 11,769
     (e) Note payable, truck                                 11,769
     (f) Note Payable, Firestone Associates                 198,819
     (f) Note Payable, Firestone Environmental              198,819
                                                     --------------
                                                            440,496
     Less current portion                                   154,701
                                                     --------------
     Notes payable, net of current portion           $      285,795
                                                     ==============

     (a) Unsecured note, payable in monthly installments of $1,250 beginning in
     March 2005 including interest of 4% per annum through December 2005.

     (b) Equipment note, payable in monthly installments of $463 including
     interest of 0.0% per annum through March 2006. The note payable is secured
     by a vehicle.

     (c) Equipment note, payable in monthly installments of $463 including
     interest of 0.0% per annum through March 2006. The note payable is secured
     by a vehicle.

     (d) Equipment note, payable in monthly installments of $402 including
     interest of 6.7% per annum through November 2007. The note payable is
     secured by a vehicle.

     (e) Equipment note, payable in monthly installments of $402 including
     interest of 6.7% per annum through November 2007. The note payable is
     secured by a vehicle.

     (f) The Company entered in to two notes as part of the consideration given
     for the purchase of certain assets of Firestone Environmental Services,
     Inc. doing business as Prime Environmental Services Company and Firestone
     Associates, Inc. doing business as Firestone Energy Company. The notes are
     secured by the assets purchased from the two companies. Each seller was
     given a $220,000 note for an


                                       16

<PAGE>

             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES
       (UNAUDITED) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES


     8. LONG TERM DEBT (continued)

     aggregate total of $440,000. The notes carry an interest rate of 8% and are
     due in installments through August of 2009. The notes have two accelerated
     principal payments due on April 5, 2005 and on October 15, 2005 of $27,500
     per note per payment for which the Company receives a discount on the
     principal value of the note of $3,250 per note per payment. The balances of
     the combined notes as of March 31, 2005 were $397,638.

     9. CHANGES IN STOCKHOLDERS' EQUITY

     On February 14, 2005 the Company acquired General Environmental Management,
     Inc. through its wholly owned subsidiary, Ultronics Acquisition Corp (UAC).
     Stockholders of General Environmental Management, Inc. received one share
     of Ultronics Corporation for each share of General Environmental
     Management, Inc. In addition, any outstanding warrants or options for
     General Environmental Management, Inc. were immediately converted into
     options or warrants for the purchase of Ultronics Corporation shares of
     Class A voting common stock. The total number of shares outstanding prior
     to the acquisition of General Environmental Management, Inc. were 6,000,000
     for Ultronics and 18,914,408 shares for General Environmental Management,
     Inc.. Immediately after the acquisition there were 24,914,408 shares
     outstanding of Ultronics Class A common stock. On March 15, 2005 the
     shareholders of the Company approved the amendment and restatement of the
     Company's Articles of Incorporation. The restated articles included the
     conversion of all outstanding shares of Class A voting common stock to
     common stock; changed the name of the Company to General Environmental
     Management, Inc.; increased the authorized number of shares of common stock
     to 200,000,000 shares and; authorized 50,000,000 shares of preferred stock
     having a par value of $.001.

     The Company issued  $1,375,000 of convertible notes in lieu of common stock
     during the first  quarter  ended March 31, 2005 because the Company did not
     have authorized  shares  available to issue.  The notes carried an interest
     rate of eight  percent (8%) per annum and, once the Company had, by vote of
     the  shareholders,  increased the authorized  shares of common stock to 200
     million shares, the notes were subject to mandatory  conversion on a dollar
     for dollar basis for principal and accrued  interest into common stock at a
     share  price of $1.00 per share  with a warrant  to  purchase  one share of
     common  stock  for  $1.25  per  share of  common  stock  for each  $2.00 of
     principal and accrued interest  converted to common stock. The terms of the
     conversion were based on the then share price used for private placement of
     common stock for General  Environmental  Management,  Inc. as the price for
     the Company shares on the open market was not  representative of the market
     price for the stock  because  of the  limited  trading in the stock and the
     fact that the available shares for trading represented  approximately 4% of
     the total shares  outstanding.  On March 15, 2005 the  Shareholders  of the
     Company  approved  the  increase  in  authorized  shares by  amendment  and
     restatement of the Company's  Articles of Incorporation.  Through March 31,
     2005 there  were  twenty  notes  issued  totaling  $1,375,000  and  accrued
     interest of $9,470 related to the notes which was subject to conversion but
     had not administratively been converted.  Although the mandatory conversion
     event had occurred,  the Company  continued to accrue interest on the notes
     until they were administratively  converted. On April 30, 2005, the Company
     converted  $1,393,511 of the notes and accrued interest to 1,393,511 shares
     of common stock at a price of 1.00 per share and 696,767  warrants  with an
     exercise  price of $1.25  and an  expiration  date of April 30,  2008.  The
     Company  has  accounted  for the  dollar  value of the  notes  and  accrued
     interest  outstanding  as of March 31, 2005 as "Issuable  Common  Stock" to
     represent the substance of the transaction.


                                       17

<PAGE>


             GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES
       (UNAUDITED) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSIES


     10. STOCK OPTIONS AND WARRANTS

     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. Immediately following the approval of the plan the Board
     of Directors of General Environmental Management, Inc. of Delaware granted
     a total of 1,681,500 options to 68 employees and to two consultants. The
     strike price for the options was $1.00 per share and was based on the then
     market for General Environmental Management, Inc. of Delaware's common
     stock based on sales at the time of the award. Under the terms of the
     agreement and plan of merger the options became exercisable into the same
     number of shares in the Company's stock. As discussed in note 2.(l), the
     Company accounts for the stock based incentives under SFAS 123 and as such
     has not recognized compensation costs associated with these option grants.

     Prior to the acquisition by the Company, General Environmental Management,
     Inc. of Delaware had issued warrants through the sale of common stock; the
     issuance of convertible notes, and for services. Under the terms of the
     agreement and plan of merger these warrants became exercisable into the
     same number of shares in the Company's stock on the same terms as issued.
     As of March 31, 2005 there were 4,561,052 warrants outstanding with strike
     prices ranging from $1.00 to $4.00 per share of common stock, and
     expiration dates through August of 2008.

     11. COMMITMENTS AND CONTINGENCIES

     LEGAL PROCEEDINGS

     The Company is party to legal proceedings that arise through the normal
     course of business. The outcomes of these proceedings are not expected to
     have a material impact on these financial statements.

     OTHER CONTINGENCIES

     The Company is subject to various regulatory requirements, including the
     procurement of requisite licenses and permits at its facilities and for its
     vehicles and drivers. These licenses and permits, without which the
     Company's operations would be adversely affected, are subject to periodic
     renewal. The Company anticipates that, once a license or permit is issued
     with respect to a facility, the license or permit will be renewed at the
     end of its term if the facility's operations are in compliance with the
     applicable regulatory requirements.

     Under  the  Company's   insurance   programs,   coverage  is  obtained  for
     catastrophic  exposures,  as well as those risks  required to be insured by
     law or contract.  The company  retains a certain amount of risk through per
     occurrence deductibles on its insurance policies.



                                       18
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

FORWARD LOOKING STATEMENTS

In addition to historical information, this Quarterly Report contains
forward-looking statements, which are generally identifiable by use of the words
"believes", "expects", "intends", "anticipates", "plans to", "estimates", "
projects", or similar expressions. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those reflected in these forward-looking statements. Factors
that might cause such a difference include , but are not limited to, those
discussed in the section entitled " Management's Discussion and Analysis of
Financial Condition and Results of Operations - Factors That May Affect Future
Results". Readers are cautioned not to place undue reliance on these forward-
looking statements, which reflect management's opinions only as of the date
hereof. We undertake no obligation to revise or publicly release the results of
any revision to these forward-looking statements. Readers should carefully
review the risk factors described in other documents the company files from time
to time with the Securities and Exchange Commission ( the "SEC"), including the
Quarterly Reports on form 10QSB to be filed by us in the fiscal year 2005.

OVERVIEW

Ultronics  Corporation  (Ultronics) was a  non-operating  company formed for the
purpose of evaluating opportunities to acquire an operating company. On February
14, 2005 Ultronics  acquired General  Environmental  Management,  Inc. through a
reverse merger between Ultronics Acquisition Corp., a wholly owned subsidiary of
Ultronics  and  General   Environmental   Management,   Inc.,   whereby  General
Environmental Management, Inc. (GEM) was the surviving entity.

The acquisition was accounted for as a reverse merger (recapitalization) with
GEM deemed to be the accounting acquirer, and Ultronics Corporation the legal
acquirer. Accordingly, the historical financial information presented in the
financial statements is that of GEM as adjusted to give effect to any difference
in the par value of the issuer's and the accounting acquirer stock with an
offset to capital in excess of par value. The basis of the assets, liabilities
and retained earnings of GEM, the accounting acquirer, have been carried over in
the recapitalization. Subsequent to the acquisition, the Company changed its
name to General Environmental Management, Inc.

GEM is a fully integrated environmental service firm structured to provide EHS
compliance services, field services, transportation, off-site treatment, and
on-site treatment services. Through its services GEM assists clients in meeting
regulatory requirements for the disposal of hazardous and non-hazardous waste.
GEM provides its clients with access to GEMWare, an internet based software
program that allows clients to maintain oversight of their waste from the time
it leaves their physical control until final disposition by recycling,
destruction, or landfill. The GEM business model is to grow both organically and
through acquisitions.

During  2003  and  2004  GEM  acquired  the  assets  of  Envectra,  Inc.,  Prime
Environmental  Services,  Inc.(Prime)  and 100% of the  membership  interest  in
Pollution Control Industries of California, LLC, now named General Environmental
Management  of Rancho  Cordova,  LLC. The assets of Envectra,  Inc.  included an
internet based integrated  environmental management software now marketed by the
Company  as  GEMWare.  The  acquisition  of the  assets of Prime  resulted  in a
significant  increase in the revenue stream of the company and a presence in the
Washington  State and Alaska markets through  Prime's Seattle office.  All Prime
services  are now offered  under the GEM name.  The primary  asset of  Pollution
Control  Industries of  California,  LLC was a fully  permitted Part B Treatment
Storage  Disposal  Facility (TSDF) in Rancho Cordova,  California.  The facility
provides waste management

                                       19

<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION


services  to  field  service  companies  and  allows  the  Company  to bulk  and
consolidate  waste into  larger  more cost  effective  containers  for  outbound
disposal.

GEM, prior to the acquisition by the Company, focused its efforts in the second
half of 2004 on integration of the above noted purchases and on continued
organic growth. During the first quarter of 2005 the company has streamlined its
operations to achieve greater efficiencies at the TSDF and at its field service
operations in both Southern and Northern California, the states of Washington
and Alaska.

The accompanying consolidated statements have been prepared assuming that the
Company will continue as a going concern. The company realized a net loss of
$1,372,442 during the three months ended March 31, 2005. The Company currently
has a working capital deficit, and the amount current liabilities exceed current
assets, of $2,157,470 as of 3/31/2005. There can be no assurances that the
Company will be successful in eliminating the deficit, as such, there is doubt
about the Company's ability to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements requires us to make
estimates that affect the reported amounts of assets, liabilities, revenues and
expenses. The following are the areas that we believe require the greatest
amount of estimates in the preparation of our financial statements: allowances
for doubtful accounts, accruals for disposal costs for waste received at our
TSDF.

We establish an allowance for doubtful accounts to provide for accounts
receivable that may not be collectible. In establishing the allowance for
doubtful accounts, we analyze specific past due accounts and analyze historical
trends in bad debts. In addition, we take into account current economic
conditions. Actual accounts receivable written off in subsequent periods can
differ materially from the allowance for doubtful accounts provided.

Waste received at the TSDF may be held for a significant period of time in order
to allow for consolidation into larger more cost effective containers for
eventual recycling, treatment or disposal. Treatment costs are accrued upon the
receipt of waste at the TSDF based on the expected container size and number of
containers to be used in the outbound shipment to the disposal vendor. Actual
container sizes and numbers of containers used for disposal could differ from
container sizes and numbers of containers used for the accrual of disposal
costs. This could result in actual costs of disposal being materially different
than those originally accrued.

THREE MONTHS ENDED MARCH 31, 2005 VERSUS THE THREE MONTHS ENDED MARCH 31, 2004

Revenues

Total revenues were  $3,294,461 for the three months ended March 31, 2005,  were
$1,848,115  or 128%  higher than the three  months  ended  March 31,  2004.  The
increase in revenue can be attributed to revenue associated with the acquisition
of Prime and the TSDF.  The Company was  successful in  offsetting  any accounts
lost  subsequent to the  acquisitions  in mid 2004 with organic growth in sales.
The company hired a marketing officer in June of 2004 with significant  industry
experience who is focusing the sales force on increasing sales.

THREE MONTHS ENDED MARCH 31, 2005 VERSUS THE THREE MONTHS ENDED MARCH 31, 2004

                                       20

<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

(continued)

Cost of Revenues

Cost of revenues for the three months ended March 31, 2005 were $2,836,526 or
86% of revenue, as compared to $1,322,105 or 91% of revenue for the three months
ended March 31, 2004. The change in the cost of revenue in comparison to prior
years is due to increased volume. The improvement of the ratio of the cost of
revenue to sales over the same period for the prior year resulted from higher
margin business related to the Prime acquisition and from reduced disposal costs
related to the economies of scale achieved by bulking waste for disposal at the
Company's TSDF in Rancho Cordova, California.

Operating Expenses

Selling expenses for the three months ended March 31, 2005 were $334,811 or 10%
of revenue as compared to $199,440 or 14% of revenue for the same period in
2004. The increase in expenses relates to the increase in sales staff from the
acquisition made in mid 2004. The improvement in the cost as a percentage of
revenue resulted from a reduction in staff in the first quarter of 2004 as the
Company was able to achieve economies of scale from combining the Southern
California sales force.

General and administrative expenses for the three months ended March 31, 2005
were $1,427,866 or 43% of revenue as compared to $746,365 or 52% of sales for
the same period 2004. The increase in general and administrative expenses over
the prior period is attributable to increased staff from the acquisitions made
in mid 2004 as well as additional staff hired in anticipation of the Company's
expansion in the Western region. The Company has incurred higher rent expense
from the addition of the facility utilized by Prime and higher liability
insurance because of the increase in sales. The Company has also incurred higher
professional service fees related to the reverse merger in February 2005 and
initiating SEC reporting requirements. General and administrative expenses
decreased as a percentage of sales from 52% for the first quarter of 2004 to 43%
for the three months ended March 31, 2005. This improvement stems from spreading
fixed general and administrative costs over an increased sales volume.

Depreciation and Amortization

Depreciation and amortization expenses for the three months ended March 31, 2005
were $61,018, or 1.9% of revenue, as compared to $18,041, or 1.2% of revenue for
the same period in 2004. The increase in expenses is related to the increase
property plant and equipment from the acquisitions made in mid 2004.

Interest Expense

Interest expenses for the three months ended March 31, 2005 were $145,099, or
4.4% of revenue, as compared to $52,284, or 3.6% of revenue for the same period
in 2004. The increase in interest expense is due to higher average loan balances
outstanding under the Company's revolving credit agreement with Gibraltar
Financial and the additional debt issued as part of the Company's fund raising
activities during 2004 and first quarter 2005.




                                       21

<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION


THREE MONTHS ENDED MARCH 31, 2005 VERSUS THE THREE MONTHS ENDED MARCH 31, 2004
(continued)

Other Non-Operating Income

The Company had other non-operating income for the three months ended March 31,
2005 of $75,910, or 2.3% of revenue, and no comparable non-operating income for
the same period in 2004. Non-Operating income consisted of a one time benefit
from legal settlement of approximately $53,000 and continuing rental income of
approximately $23,000 from the lease of an office building in Rancho Cordova,
California.

Net Loss

The net loss for the three months ended March 31, 2005 was $1,372,442, or 42% of
revenue as compared to a loss of $873,849, or 60% of revenue for the same period
in 2004. The loss is attributable to a general and administrative infrastructure
created in anticipation of a larger revenue base to be developed through
acquisition and organic growth.

LIQUIDITY AND CAPITAL RESOURCES

Cash

Our primary sources of liquidity are cash provided by operating, investing, and
financing activities. Net cash used in operations for the three months ended
March 31, 2005 was $2,157,470 as compared to $696,398 for the same period in
2004.

Liquidity

The Company's capital requirements consist of general working capital needs,
scheduled principal and interest payments on debt, obligations, and capital
expenditures. The Company's capital resources consist primarily of cash
generated from operations and proceeds from issuances of debt and common stock.
The Company's capital resources are impacted by changes in accounts receivable
as a result of revenue fluctuations, economic trends and collection activities.
At March 31, 2004 the company had cash of about $161,000. In order to meet the
Company's future needs the Company will have to raise capital through the
issuance of debt and/or common stock.

Cash Flows for the Three Months Ended March 31, 2005

Operating activities for the three months ended March 31, 2005 used $2,157,470
in cash. Accounts receivable, net of allowances for bad debts, totaled
$2,804,329 as of March 31, 2005 as compared to the March 31, 2004 balance of
$1,180,922 million. The increase in accounts receivable is directly related to
the increase in sales over the same period for 2004 as noted above. Accounts
payable totaled $2,601,678 as of March 31, 2005 as compared to an accounts
payable balance of $1,056,365 for March 31, 2004. The increase in accounts
payable over the prior year is related to the increase in operating costs for
the same periods. However, accounts payable balances decreased from December 31,
2004 by approximately $526,744 negatively impacting operating cash flow for the
first quarter of 2005.


                                       22

<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION


THREE MONTHS ENDED MARCH 31, 2005 VERSUS THE THREE MONTHS ENDED MARCH 31, 2004
(continued)

The Company used cash for investment in plant property and equipment, deposits
and in modifications of its permit for its TSDF in Rancho Cordova, California
totaling approximately $89,326 for the three months ended March 31, 2005. The
company used approximately $20,862 in cash for investment purposes during the
same period in 2004.

The Company raised $1,854,352 cash from financing activity, net of repayments of
debt, through the issuance of debt, common stock and increases in the
outstanding balances of the Company's revolving line of credit.

STOCKHOLDER MATTERS

Stockholders' equity was $1,475,327 on March 31, 2005, or $0.056 per share
outstanding or issuable under mandatory conversion of debt. On February 14,
2005, in conjunction with the reverse merger between Ultronics and GEM, Reed
Jensen submitted his resignation as sole director of the Company, which became
effective March 1, 2005. Mr. Jensen as the sole director appointed Tim Koziol as
director. On March 1, 2005, Tim Koziol appointed John Brunkow, Clyde Rhodes and
James Stapleton as directors of the Company. The Company held a special meeting
of its stockholders on March 15, 2005 to approve amended and restated articles
of incorporation, change the Company's name to General Environmental Management,
Inc. of Nevada, convert all existing classes of stock to common and increase the
authorized shares to 250,000,000 of which 50,000,000 shares were authorized as
preferred stock. The stockholders approved the matters put before them as noted
above.

NEW ACCOUNTING PRONOUNCEMENTS

STOCK BASED COMPENSATION

In December 2004 FASB issued SFAS No. 123(R) which revised SFAS No. 123 to
require a public entity to measure the cost of employee services received in
exchange for an award of equity instruments based on the grant-date fair value
of the award (with limited exceptions). That cost will be recognized over the
period during which an employee is required to provide service in exchange for
the award--the requisite service period (usually the vesting period). No
compensation cost is recognized for equity instruments for which employees do
not render the requisite service. Employee share purchase plans will not result
in recognition of compensation cost if certain conditions are met; those
conditions are much the same as the related conditions in Statement 123. A
public entity will initially measure the cost of employee services received in
exchange for an award of liability instruments based on its current fair value;
the fair value of that award will be re- measured subsequently at each reporting
date through the settlement date. Changes in fair value during the requisite
service period will be recognized as compensation cost over that period. A
nonpublic entity may elect to measure its liability awards at their intrinsic
value through the date of settlement. The statement is not effective for small
business issuers until the first interim or annual reporting period beginning
after December 15, 2005. The company will adopt the requirements of SFAS No.
123(R) beginning fiscal 2006.


                                       23

<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION


THREE MONTHS ENDED MARCH 31, 2005 VERSUS THE THREE MONTHS ENDED MARCH 31, 2004
(continued)

INVENTORY COSTS

In November, 2004, the FASB issued Statement of Financial Accounting standards
No. 151, "Inventory Costs". This statement amends the guidance in ARB No. 43
Chapter 4 Inventory Pricing, to require items such as idle facility costs,
excessive spoilage, double freight and re- handling costs to be expenses in the
current period, regardless if they are abnormal amounts or not. This Statement
will become effective for the Company in the first quarter of 2006. The company
is primarily a service provider and as such the adoption of SFAS 151 is not
expected to have a significant effect on the Company's financial statements.




                                       24

<PAGE>







Item 3. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of March 31, 2005.
This evaluation was carried out under the supervision and with the participation
of our CEO, Mr. Tim Koziol and CFO, Mr. Cabell Cobbs Based upon that evaluation,
our CEO and CFO concluded that our disclosure controls and procedures are
effective in timely alerting management to material information relating to us
that is required to be included in our periodic SEC filings. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our CEO and CFO, to allow
timely decisions regarding required disclosure.





                                       25

<PAGE>





                           PART II - OTHER INFORMATION

Item 1. No litigation other than that in the normal course of business

Item 2. Unregistered Sales of Securities and Use of Proceeds - current report on
        form 8K filed  with  the  commission  on May 16,  2005 is  incorporated
        by reference.

Item 3. None

Item 4. Submission of Matters to a Vote of Security Holders

     (a)  The company held a special shareholders meeting on March 15, 2005

     (b)  None

     (c)  The shareholders voted on three matters as follows:

          1.   Approve the name change of the Company from Ultronics Corporation
               to  General   Environmental   Management,   Inc.  Results  -  FOR
               16,752,931; AGAINST 0; ABSTAIN 7,500

          2.   Increase  total   authorized   shares  to  250,000,000  of  which
               200,000,000  are  authorized as common stock and  50,000,000  are
               authorized as preferred stock. Results - FOR 16,635,473;  AGAINST
               92,458; ABSTAIN 32,500

          3.   Approve and adopt amended and restated articles of incorporation.
               Results - FOR 16,669,499; AGAINST 100; ABSTAIN 90,832

               A  more  complete  description  of the  matters  put  before  the
               shareholders  and a copy of the amended and restated  articles of
               incorporation  can be found in the  preliminary  proxy  statement
               filed with the commission on February 22, 2005.

     (d)  None

Item 5. None




                                       26

<PAGE>





Item 6. Exhibits and Reports

         (a)   Exhibits

               Exhibit 2.1 Plan of purchase, sale, reorganization,  arrangement,
                    liquidation,   or  succession  -   Acquisition   of  General
                    Environmental  Management,  Inc.;  incorporated by reference
                    previously   filed  on  form  8K  with  the   commission  on
                    12/23/2004

               Exhibit 2.2  Notification  of the  completio  of the  acquisition
                    effective  2/14/05;  incorporated  by  reference  previously
                    filed with the commission on form 8K on 2/18/05

               Exhibit 22.1 Published  report regarding  matters  submitted to a
                    vote of security holders; incorporated by reference filed on
                    PRE 14A filed with the commission on 2/22/05

               Exhibit 22.2 Amendments to Articles of  Incorporation  or Bylaws;
                    incorporated  by reference and filed with the  commission on
                    3/23/05

               Exhibit 31.1 CEO Certification - Page 26

               Exhibit 32.1 CFO Certification - Page 27

         (b)   Reports on Form 8-K

               1.   Report of Acquisition  or Disposition of Assets;  filed with
                    the  commission  on 2/18/05
               2.   Departure of Directors  or Principal  Officers;  Election of
                    Directors; Appointment of Principal Officers; filed with the
                    commission on 3/4/05
               3.   Amendments  to Articles of  Incorporation  or Bylaws;  filed
                    with the commission on 3/23/05.






                                       27

<PAGE>





                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                    GENERAL ENVIRONMENTAL MANAGEMENT, INC


Dated:  June 3, 2005                /s/  Timothy J. Koziol
        ------------                --------------------------------------
                                    Timothy J. Koziol, President and
                                    Chairman of the Board of Directors


Dated:  June 3, 2005                /s/  Cabell F. Cobbs
        ------------                --------------------------------------
                                    Cabell F. Cobbs, Chief Financial Officer




                                       28

<PAGE>






Exhibit 31.1 CEO Certification

                                CEO CERTIFICATION

I, Timothy J. Koziol certify that:

1.   I  have  reviewed  this   quarterly   report  on  Form  1  QSB  of  General
     Environmental Management, Inc. of Nevada;

2. Based on my knowledge, this quarterly report
         does not contain any untrue statements of a
         material fact or omit to state a material fact necessary to make the
         statements made, in light of the circumstances under which such
         statements were made, not misleading with respect to the period covered
         by this quarterly report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial condition,  results of operations, and cash
     flows of the small business issuer as of, and for, the periods presented in
     this quarterly report;

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
     the small business issuer and have:

     a.   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures   to  be  designed   under  my
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to me by others within those entities,  particularly  during the
          period in which this quarterly report is being prepared;

     b.   Evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

     c.   Disclosed  in this report any changes in the small  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   I have disclosed, based on my most recent evaluation, to the small business
     issuer's  auditors and the audit committee of small business issuer's board
     of directors (or persons performing the equivalent functions):

     a.   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b.   Any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting.


Date:    June 3, 2005

/s/ Timothy J. Koziol
--------------------------------------------
Timothy J. Koziol, President,
CEO,  and Chairman of the Board of Directors



                                       29

<PAGE>



Exhibit 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Cabell F. Cobbs, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report on Form 10QSB of General Environmental Management, Inc. for the quarterly
period ending March 31, 2005 fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information
contained in the Quarterly Report on Form 10QSB fairly presents in all material
respects the financial condition and results of operations of General
Environmental Management, Inc. of Nevada.


Dated:  June 3, 2005                By:  /s/ Cabell F. Cobbs
        ------------                --------------------------------------
                                    Cabell F. Cobbs, Chief Financial Officer



                                       30