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    September 30, 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           (I.R.S. Employer Identification Number)
of incorporation or organization)


  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. [X] 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 September 30, 2005
$.001 PAR VALUE COMMON STOCK                        27,746,399 SHARES

<PAGE>


                     GENRAL ENVIRONMENTAL MANAGEMENT, INC.
                         QUARTERLY REPORT ON FORM 10QSB
                FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2005

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    Page No.
<S>     <C>                                                                                                            <C>
Part I  Financial Information
Item 1. Financial Statements (unaudited)................................................................................3
        Condensed Consolidated Balance Sheets as of September 30, 2005 (Unaudited) and December 31, 2004................4
        Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended
        September 30, 2005 and 2004 (Unaudited).........................................................................5
        Condensed Consolidated Statement of Shareholders' Equity for the Nine Months Ended
        September 30, 2005 (Unaudited)..................................................................................6
        Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
        September 30, 2005 and 2004 (Unaudited).........................................................................7
        Notes to the Condensed Consolidated Financial Statements (Unaudited)............................................9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........................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
        CEO Certification.............................................................................................. 29
        CFO Certification.............................................................................................. 30
</TABLE>


<PAGE>




                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

            GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    September 30,      December 31,
                                                                        2005                   2004
                                                                    --------------    --------------
                                                                     (Unaudited)
                                     ASSETS

CURRENT ASSETS:
<S>                                                                 <C>               <C>
Cash in bank                                                        $      148,549    $      553,658

Accounts receivable, net of allowance for doubtful accounts of
     $236,021 and $267,900, respectively                                 3,949,167         2,553,447
Supplies inventory                                                          36,162            43,418
Prepaid expenses and current other assets                                   96,329            96,991
                                                                    --------------    --------------
Total Current Assets                                                     4,230,207         3,247,514
                                                                    --------------    --------------

Property and Equipment - Net of accumulated depreciation
  $806,317 and $610,218 respectively                                     2,338,470         2,447,298
Restricted cash                                                            562,037           552,570
Permit                                                                     315,894           251,441
Deposits                                                                    97,827            38,475
Goodwill                                                                   644,647           644,647
                                                                    --------------    --------------

TOTAL ASSETS                                                        $    8,189,082    $    7,181,945
                                                                    ==============    ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Notes payable - factor agreement                                    $      586,136    $      421,304
Accounts payable                                                         2,338,234         2,868,194
Accrued expenses                                                           923,353           558,276
Accrued Disposal costs                                                     766,990           363,483
Payable to related party                                                   264,224           540,228
Deferred rent                                                               17,101            17,452
Current portion of notes payable                                           117,269           175,373
Notes payable to investors                                               1,319,843           914,078
                                                                    --------------    --------------
Total Current Liabilities                                                6,333,150         5,858,388
                                                                    --------------    --------------
Notes payable, net of current portion                                    1,400,578           340,651
                                                                    --------------    --------------

STOCKHOLDERS' EQUITY
Preferred stock, 10%, convertible, $.001 par value, 50,000,000
   shares authorized, 250,000 shares issued and outstanding                    250                 -
Common stock, $.001 par value, 200,000,000 shares authorized,
   27,746,399 and 17,563,830  shares issued and outstanding,
   respectively                                                             27,746            17,564
Additional paid in capital                                              13,139,321         9,204,476
Accumulated deficit                                                    (12,711,963)       (8,239,134)
                                                                    --------------    --------------
Total Stockholders' Equity                                                 455,354           982,906
                                                                    --------------    --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $    8,189,082    $    7,181,945
                                                                    ==============    ==============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.
                                       4

<PAGE>



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


<TABLE>
<CAPTION>
                                                          Nine months ended               Three months ended
                                                   September 30,     September 30,     September 30,     September 30,
                                                       2005              2004              2005              2004
                                                  --------------    --------------    --------------    --------------
<S>                                               <C>               <C>               <C>               <C>
REVENUES                                          $   12,702,467    $    5,604,211    $    5,161,211    $    2,840,975
COST OF REVENUES                                      10,516,971         5,020,889         4,010,194         2,494,943
                                                  --------------    --------------    --------------    --------------

GROSS PROFIT                                           2,185,496           583,322         1,151,017           346,032

OPERATING EXPENSES                                     6,109,085         3,405,884         1,635,368         1,395,665
                                                  --------------    --------------    --------------    --------------

OPERATING LOSS                                        (3,923,589)       (2,822,562)         (484,351)       (1,049,633)

OTHER INCOME (EXPENSE):
Interest income                                            9,467                 -             3,335                 -
Interest and financing costs                            (533,172)         (412,519)         (166,420)         (307,621)
Other non-operating income                               131,879            18,664            24,649            16,731
                                                  --------------    --------------    --------------    --------------

Net Loss                                              (4,315,415)       (3,216,417)         (622,787)       (1,340,523)

Beneficial conversion feature on the
 series A convertible preferred stock                   (157,414)               -           (157,414)                -
                                                  --------------    --------------    --------------    --------------

Net Loss applicable to common share holders       $   (4,472,829)   $   (3,216,417)   $     (780,201)   $   (1,340,523)
                                                  ==============    ==============    ==============    ==============

CALCULATIONS OF NET LOSS PER COMMON SHARE,
  BASIC AND DILUTED:

      Net loss applicable to common               $        (.18)    $         (.26)   $         (.03)   $         (.10)
                                                  ==============    ==============    ==============    ==============

Weighted average shares of common stock
  outstanding, basic and diluted                      25,201,622        12,443,015        27,566,236        13,553,937
                                                  ==============    ==============    ==============    ==============
</TABLE>


   See accompanying notes to the condensed consolidated financial statements
                                       5

<PAGE>


            GENERAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                               Additional
                                  Common Stock           Preferred Stock     Paid In Capital    Accumulated
                               Shares       Amount      Shares     Amount        Common           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

Issuance of common stock
  for cash and accrued
  interest                    1,528,706       1,529                                1,527,177                       1,528,706

Issuance of Convertible
  Preferred Stock
  for cash                                            250,000        250             224,750                         225,000

Beneficial conversion
  feature on preferred
  shares                                                                             157,414        (157,414)              -

Reverse Merger with
  Ultronics Acquisition      6,000,000        6,000                                   (6,000)                              -

Issuance of Common Stock
  on exercise of warrants    1,610,000        1,610                                  564,016                         565,626

Valuation of warrants and
  beneficial conversion
  feature on issued notes
  payable                                                                            180,974                         180,974

Issuance of common stock
 for services                  659,892         659                                   913,600                         914,259

Issuance of common stock
  on conversion of debt        383,971         384                                   372,914                         373,298

Net loss for the nine
  months ended
  September 30, 2005                                                                              (4,315,415)      (4,315,415)
                             ----------   ---------   ---------  ---------   ---------------   -------------    -------------
                             27,746,399   $  27,746     250,000  $     250   $    13,139,321   $ (12,711,963)   $     455,354
                             ==========   =========     =======  =========   ===============   =============    =============
</TABLE>


                                       6

<PAGE>







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


<TABLE>
<CAPTION>
                                                                         Nine Months Ended
                                                                           September 30,
                                                                       2005             2004
                                                                 -------------    -------------
OPERATING ACTIVITIES
<S>                                                              <C>              <C>
Net loss                                                         $  (4,315,415)   $  (3,216,417)
  Adjustments to reconcile net loss to cash
    used in operating activities:
     Depreciation and amortization                                     192,031           65,858
     Amortization of discount on notes                                 129,424                -
     Common stock issued for services                                  914,258          105,448
     Changes in assets and liabilities:
        Accounts Receivable                                         (1,395,720)        (946,441)
        Prepaid and other current assets                                   662         (202,896)
        Supplies inventory                                               7,256           (9,465)
        Accounts Payable                                              (529,960)       1,500,714
        Accrued interest on convertible notes                           60,689                -
                Accrued expenses and other liabilities                 492,230          466,670
                                                                 -------------    -------------
        NET CASH USED IN OPERATING ACTIVITIES                      (4,444,545)       (2,236,529)
                                                                 -------------    -------------

INVESTING ACTIVITIES:
  Acquisition, net of cash received, stock and warrants issued
    And notes payable issued to seller                                       -       (2,700,000)
        Increase in deposits and restricted cash                       (68,819)        (567,520)
        Increase in permits                                            (64,453)          (1,441)
        Additions to property and equipment                            (83,203)         (56,871)
                                                                 -------------    -------------
       NET CASH USED IN INVESTING ACTIVITIES                          (216,475)      (3,325,832)
                                                                 -------------    -------------

FINANCING ACTIVITIES
  Increase (decrease) in bank overdraft                                      -          (32,842)
  Net advances from notes payable- factor                              164,832          (36,249)
  Issuance of notes payable                                          1,187,500              514
  Repayments of convertible notes                                     (125,076)               -
  Payment of notes payable                                            (185,677)         (24,270)
  Proceeds from issuance of  notes                                     895,000        2,408,837
  Proceeds from issuance of common stock                             1,528,706        1,159,965
  Proceeds from exercise of warrants                                   565,626        1,161,402
  Proceeds from issuance of convertible preferred stock                225,000          422,400
                                                                 -------------    -------------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                    4,255,911        5,059,757
                                                                 -------------    -------------

        DECREASE IN CASH AND CASH EQUIVALENTS                         (405,109)        (502,604)

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

        CASH AND CASH EQUIVALENTS AT END OF PERIOD               $     148,549    $      43,577
                                                                 =============    =============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
        Interest expense                                         $     185,224    $      71,412
                                                                 =============    =============
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the nine months ended September 30, 2005 the convertible note holders
converted $373,298 of notes and accrued interest into 383,971 shares of common
stock.

During the nine months ended September 30, 2005, the Company reflects note
discount for warrants issued and beneficial conversion features that valued at
$180,974.

See accompanying notes to the condensed consolidated financial statements

                                       7

<PAGE>


             GENERAL ENVIRONMENTAL MANAGEMENT, INC AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

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. See Note 2(a) and
Note 9.

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 the financial statements filed on form 8-K/A for GEM, the
accounting acquirer.

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 $4,315,415 and utilized cash in operating activities of $4,444,545
during the nine months ended September 30, 2005. As of September 30, 2005 the
Company had current liabilities exceeding current assets by $2,102,943. 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.

                                       8

<PAGE>


2. SUMMARY OF SIGNIFICANT 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

(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 through out the Western
United States.

(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- factor agreement, due to
related party, and convertible notes payable as of September 30, 2005
approximates their respective fair values due to the demand or short-term nature
of those instruments.


                                       9
<PAGE>



(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. At September 30, 2005 trade receivables had a net balance in the
amount of $3,949,167, net of an allowance of $236,021.

(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.

                                       10
<PAGE>


(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 the 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 increase to the amounts indicated in the table below (which are not
intended to be indicative of or a projection of future results):

<TABLE>
<CAPTION>
                                                                        Nine Months Ended
                                                                           September 30,
                                                                       2005             2004
                                                                  -------------    -------------
<S>                                                               <C>              <C>
     Net loss                                                     $  (4,315,415)   $  (3,216,417)
     Less: stock based employee compensation expense determined
     under the fair value method for all awards                        (539,296)               -
                                                                  -------------    -------------
       Pro forma net loss                                         $  (4,854,711)   $  (3,216,417)
                                                                  =============    =============

     Basic loss per weighted average share, as reported           $        (.16)   $        (.26)
                                                                  =============    =============
     Pro forma Basic loss per weighted average share              $        (.19)   $        (.26)
                                                                  =============    =============
</TABLE>

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.


                                       11

<PAGE>


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 an EPA Part B 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 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 an 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
                               ===============

                                       12

<PAGE>



The following sets out the pro forma operating results for the nine months ended
September 30, 2004 for the Company had the acquisitions occurred as of January
1, 2004:

                                              Unaudited
                                          Nine Months Ended
                                            September 30,
                                           2004 Pro Forma
                                          ---------------
Net sales                                 $     9,679,824
Cost of sales                                   7,680,494
                                          ---------------
        Gross profit                            1,999,330
                                          ---------------

Operating expenses                              4,756,804
                                          ---------------
        Operating loss                         (2,757,474)
Other income (expense):
   Interest income                                      -
   Interest expense and amortization of
    deferred financing costs                     (521,847)
Other non-operating income                         18,664
                                          ---------------
         NET LOSS                         $    (3,260,657)
                                          ===============

Loss per weighted average share,
  basic and diluted                       $          (.26)
                                          ===============

5. RELATED PARTY TRANSACTIONS

During the nine months of 2005 and 2004 the Company incurred $607,257 and
$385,000 respectively in fees for advisory services provided by General Pacific
Partners ("GPP"), 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 September 30, 2005 the Company had $264,224 in amounts
payable to General Pacific Partners for fees related to services.

During the nine months ended September 30, 2005, the Company converted $657,214
of amounts due to GPP for services in exchange for the issuance of 657,214
shares of the Company's common stock. The shares issued were valued at the
market price at the date of issuance, which resulted in an additional cost of
$254,257 upon conversion that has been included in operating expenses in the
accompanying statement of operations.

See Note 7 for Notes Payable to this entity.

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 General Environmental Management, Inc. of Delaware some or all of General
Environmental Management, Inc. of Delaware's accounts receivable (the "Purchased


                                       13

<PAGE>



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 December 31, 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 $586,136 as of September 30, 2005.

7. NOTES PAYABLE TO INVESTORS

Notes payable to investors consist of the following at September 30, 2005 and
December 31, 2004
<TABLE>
<CAPTION>
                                                                  2005         2004
                                                              ----------   ----------
<S>                                                           <C>          <C>
(A) 2004 Convertible notes under Loan and Security Agreement  $  573,116   $  959,093
(B) Notes payable to related party                               738,825
(C) Notes payable to investor                                    104,466
Valuation discount                                               (96,564)     (45,014)
                                                              ----------   ----------
Notes payable, current                                        $1,319,843   $  914,079
                                                              ==========   ==========
</TABLE>

 (A) 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 funding
necessary for the purchase of the TSDF located in Rancho Cordova, California.
The total funds generated were $2,408,837, of which $915,000 was outstanding as
of December 31, 2004. The notes are secured by substantially all of the assets
of the Company and 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


                                       14

<PAGE>



Management, Inc at $1.25 per share of common stock. During the nine months ended
September 30, 2005 the company repaid $120,000 of these notes and $275,000 of
these convertible notes plus accrued interest of $27,105 had been converted to
302,105 shares of common stock. As of September 30, 2005, notes payable of
$520,000 plus accrued interest remain outstanding, and were due June 30, 2006.

In accordance with generally accepted accounting principles the difference
between the conversion price and the Company's stock price on the date of
issuance of the notes were considered to be interest expense. The Company also
allocates the proceeds received from debt or convertible debt with detachable
warrants using the relative fair value of the individual elements at the time of
issuance. The amount allocated to the warrants as a debt discount is recognized
as interest expense over the period until the notes mature or are converted. The
company used the black scholes valuation model and determined that the value of
the warrants issued was $295,711, and recorded such amount as a debt discount.
Accordingly, the Company recorded an aggregate debt discount of $295,711
relating to the issuance of the warrants and the value of the beneficial
conversion feature. As of December 31, 2004, $250,697 of this discount had been
amortized. The remaining unamortized amount of the debt discount of $45,014 as
of December 31, 2004 was amortized and reflected as interest expense during the
nine months ended September 30, 2005.

(B) Notes payable are unsecured, are due to a related party and are due at June
30, 2006. The notes carry an interest rate of ten percent (10%) per annum. 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 September 30, 2005 no warrants have
been exercised. (C) Notes payable are unsecured and are payable to an individual
due June 30, 2006. The notes carry an interest rate of ten percent (10%) per
annum. In addition, the note holder was issued 20,000 warrants to purchase
common stock in General Environmental Management, Inc at $1.25 per share of
common stock. As of September 30, 2005 no warrants have been exercised. The
Company allocates the proceeds received from debt or convertible debt with
detachable warrants using the relative fair value of the individual elements at
the time of issuance. The amount allocated to the warrants as a debt discount is
recognized as interest expense over the period until the notes mature or are
converted. The aggregate debt discount on the Notes B and C, described above,
was calculated at $114,502 using the black scholes pricing model, of which
$37,628 was amortized during the nine months ended September 30, 2005 and
included in interest and financing costs in the accompanying statement of
operations.

8. LONG TERM DEBT

A summary of the below noted Term financing as of September 30, 2005 and
December 31, 2004 are as follows:

                                  September 30,   December 31,
                                      2005           2004
                                  -------------   -----------
(a) Note Payable, People View     $       2,315   $     8,570
(b) Note payable, truck                   2,776        13,754
(c) Note payable, truck                   2,776        13,925
(d) Note payable, truck                   9,718        24,158
(e) Note payable, truck                   9,718         6,939
(f) Note payable, truck                       -         6,939
(g) Note Payable, Firestone
    Associates                          151,522       208,101
(h) Note Payable, Firestone
    Environmental                       151,522       208,101
(g) Notes Payable, Alliance           1,250,000
                                  -------------   -----------
                                      1,580,347       490,487
Loan Discount                           (62,500)
Less current portion                    117,269       175,373
                                  -------------   -----------
Notes payable, net of current
 portion                          $   1,400,578   $   315,114
                                  =============   ===========

                                       15

<PAGE>



(a) Unsecured note, payable in monthly installments of $1,250 beginning in March
2005 including interest of 4% per annum through October 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 into 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
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
September 30, 2005 were $303,043.

(g) On September 12, 2005, our wholly owned subsidiary, General Environmental
Management of Rancho Cordova, LLC, ("GEM LLC") entered into a $1.25 million
secured, long-term financing arrangement with The Alliance Portfolio (the "2005
Loan"). Substantially all of the proceeds of the 2005 Loan are being used by us
to pay accounts payable and for working capital. The loan is secured by Real
Estate.

The terms of the loan documentation relating to the 2005 Loan provide that GEM
LLC will pay monthly payments of interest only from November 1, 2005 through
October 1, 2008, with the principal balance due On October 1, 2008. The 2005
Loan may be prepaid without premium or penalty after the twelfth month. If the
2005 Loan is prepaid prior to the twelfth month, then the prepayment penalty is
6 months interest on any principal prepaid in excess of 20% of the principal.
Subject to the terms and conditions of the loan documentation, interest is due
on the unpaid principal balance of the 2005 Loan at a rate of 12.99% per annum
until June 1, 2007, at which time the interest rate may rise based upon a
formula set forth in the loan documentation. In no event will the interest rate
be less than 12.99% per annum.


                                       16

<PAGE>


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.

During the first quarter of 2005, 105,000 shares of the Company's common stock
were issued for cash. The common stock was sold at a price of $1.00 per share.

The Company issued $1,405,000 of convertible notes in lieu of common stock
during the first three quarters ended September 30, 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
September 30, 2005 there were twenty five notes issued totaling $1,405,000. As
of September 30, 2005 all notes, including $18,706 of accrued interest, had been
converted into 1,423,706 shares of common stock at a price of $1.00 per share
and 711,946 warrants with an exercise price of $1.25 and expiration dates
through June 30, 2008.

The Company also issued $80,000 of convertible promissory notes during the
second quarter. The notes carried an interest rate of ten percent (10%) per
annum and provided, at the option of the investor or of the Company at any time
prior to the maturity date, for conversion of the principal amount of the note
into the Company's common stock on the basis of one share of common stock for
each $1.00 in unpaid principal and accrued interest 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. On June 30, 2005 the
Company compelled the conversion of all notes, including $1,693 of accrued
interest, into 81,694 shares of common stock at a price of $1.00 per share and
40,847 warrants with an exercise price of $1.25 and an expiration date of June
30, 2008. In accordance with generally accepted accounting principles, the


                                       17

<PAGE>


difference between the conversion price and the Company's stock price on the
date of issuance of the notes was considered to be interest expense. As such,
the Company recorded $28,000 as a debt discount related to this beneficial
conversion feature. The company also used the black scholes valuation model and
determined that the value of the warrants issued was $13,667, and recorded such
amount as a debt discount. During the nine months ended September 30, 2005, the
company recognized the aggregate amount of the recorded debt discount of $41,667
as interest expense related to the accretion of the debt discount up to the date
of conversion.

During the third quarter the Company raised $225,000 through the issuance of
250,000 units of convertible preferred stock related to the Private Placement
Memorandum released August 19, 2005. Each unit consists of one share of Series A
Convertible Preferred Stock convertible into one share of common stock beginning
one year after the Company accepts a subscription to the units, with an annual
dividend on each share of Series A Convertible Preferred Stock of $0.08, payable
annually, and, one half (1/2) of a redeemable warrant with each whole warrant
entitling the holder to purchase one share of the Company's common stock at an
exercise price of $1.25, subject to adjustment, for a period of forty eight (48)
months beginning one year from the date the Company accepts a subscription
agreement to the units.

The Series A - Preferred Stock contains certain conversion features and 125,000
warrants that were issued in connection with the Preferred Stock pursuant to the
Purchaser's respective purchase agreements. In addition 25,000 warrants, valued
at $12,372 were issued and $25,000 of fees was accrued as commissions for the
placement of the Series A - Preferred Stock. Based upon the existence of these
conversion features and the warrants issued, the Company determined that a
beneficial conversion feature of $157,414 was required to be recorded as of the
date of issuance and has been accounted for as an adjustment to capital and to
net loss attributed to common shareholders.


During the first quarter of 2005, 2,678 shares of the Company's common stock
were issued in exchange for legal services. The common stock was valued at a
price of $1.00 per share.

See also Note 7(a) for additional shares issued upon conversion of debt.

10. STOCK OPTIONS AND WARRANTS

Stock Options

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.

On April 1, 2005 the Company's Chief Executive Officer authorized the issuance
of 6,000 options to three employees. The strike price for the options was $1.60
per share and was based on the closing market price on the date of issuance. On
July 1, 2005 the Company's Chief Executive Officer authorized the issuance of
283,000 options to eight employees. The strike price for the options was $1.30
per share and was based on the closing market price on the date of issuance.


                                       18
<PAGE>



Warrants

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 September 30, 2005
there were 5,218,651 warrants outstanding with strike prices ranging from $1.00
to $4.00 per share of common stock, and expiration dates through August of 2008.

                                                Warrants
                                              -----------
Warrants outstanding, January 1, 2005           5,755,038
Warrants granted                                2,175,613
Warrants exercised                             (1,610,000)
Warrants expired                               (1,102,000)
                                              -----------
Warrants outstanding, September 30, 2005        5,218,651
                                              ===========

During the nine months ended September 30, 2005 the Company received $565,626 on
exercise of warrants and granted an additional 2,175,613 at prices ranging from
$1.00 to $1.25.

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.

                                       19

<PAGE>






Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

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


                                       20
<PAGE>



Storage Disposal Facility (TSDF) in Rancho Cordova, California. The facility
provides waste management 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
$4,315,415 and utilized cash in operating activities of $4,444,545 during the
nine months ended September 30, 2005. The Company currently has a working
capital deficit, and the amount current liabilities exceed current assets, of
$2,102,943 as of September 30, 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.

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 VERSUS THE THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 2004

Revenues

Total revenues were $5,161,211 for the three months ended September 30, 2005,
representing an increase of $2,320,236 or 82% compared to the three months ended
September 30, 2004. Total revenues were $12,702,467 for the nine months ended
September 30, 2005, representing an increase of $7,098,256 or 127% compared to
the nine months ended September 30, 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.

Cost of Revenues

Cost of revenues for the three months ended September 30, 2005 were $4,010,194
or 78% of revenue, as compared to $2,494,943 or 88% of revenue for the three
months ended September 30, 2004. Cost of revenues for the nine months ended
September 30, 2005 were $10,516,971 or 83% of revenue, as compared to $5,020,889
or 90% of revenue for the nine months ended September 30, 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 periods
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

Operating expenses for the three months ended September 30, 2005 were $1,635,368
or 32% of revenue as compared to $1,395,665 or 49% of revenue for the same
period in 2004. Operating expenses for the nine months ended September 30, 2005
were $6,109,085 or 48% of revenue as compared to $3,405,884 or 61% of revenue
for the same period in 2004. The increase in expenses over the prior periods 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


                                       21
<PAGE>


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. The improvement in the cost as a percentage of revenue resulted
from control of expenses and the Company's ability to achieve economies of scale
during the integration of recent acquisitions.

Depreciation and Amortization

Depreciation and amortization expenses for the three months ended September 30,
2005 were $49,218, or 1.0% of revenue, as compared to $29,308, or 1.0% of
revenue for the same period in 2004. Depreciation and amortization expenses for
the nine months ended September 30, 2005 were $192,031, or 1.5% of revenue, as
compared to $65,858, or 1.2% of revenue for the same period in 2004. The
increase in expenses is related to the increase in property, plant and equipment
from the acquisitions made in 2004.

Interest Expense

Interest expense for the three months ended September 30, 2005 were $166,420, or
3.2% of revenue, as compared to $307,621, or 10.8% of revenue for the same
period in 2004. Interest expense for the nine months ended September 30, 2005
were $533,172, or 4.2% of revenue, as compared to $412,519, or 7.4% 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 the first half of 2005.

Other Non-Operating Income

The Company had other non-operating income for the three months ended September
30, 2005 of $24,649, or 0.5% of revenue, and $16,731 for the same period in
2004. The Company had other non-operating income for the nine months ended
September 30, 2005 of $131,879, or 1.0% of revenue, and $18,664 for the same
period in 2004. Non-Operating income for the nine months consisted of a one time
benefit from a legal settlement of approximately $53,000 and continuing rental
income from the lease of an office building in Rancho Cordova, California.

Net Loss

The net loss for the three months ended September 30, 2005 was $622,787 or 12.1%
of revenue as compared to a loss of $1,340,523, or 47.2% of revenue for the same
period in 2004. The net loss for the nine months ended September 30, 2005 was
$4,315,415, or 34.0% of revenue as compared to a loss of $3,216,417, or 57.4% 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.


                                       22

<PAGE>


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
September 30, 2005 was $1,163,699 as compared to $1,249,118 for the same period
in 2004. Net cash used in operations for the nine months ended September 30,
2005 was $4,444,545 as compared to $2,236,529 for the same period in 2004.

Liquidity

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 $4,315,415 and utilized cash in operating activities of $4,444,545
during the nine months ended September 30, 2005. As of September 30, 2005 the
Company had current liabilities exceeding current assets by $2,102,943. 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 and believes it will be able to raise sufficient capital over the next
twelve months to finance operations. 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.

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 September 30, 2005 the company had cash of about $148,000. 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 Nine Months Ended September 30, 2005

Operating activities for the nine months ended September 30, 2005 used
$4,444,545 in cash. Accounts receivable, net of allowances for bad debts,
totaled $3,949,167 as of September 30, 2005 as compared to the December 31, 2004
balance of $2,553,447. 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 $2,338,234 as of September 30, 2005 as compared to an accounts
payable balance of $2,868,194 for December 31, 2004. The decrease in accounts
payable over the prior year was due to the Company's efforts to reduce balances
outstanding to key vendors.

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 $216,475 for the nine months ended September 30, 2005.
The company used approximately $3,325,832 in cash for investment purposes during
the same period in 2004.

The Company raised $4,255,911 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.


                                       23
<PAGE>




STOCKHOLDER MATTERS

Stockholders' equity was $455,354 on September 30, 2005, or $0.02 per share
outstanding. 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.

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.

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

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.

RECENT 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


                                       24

<PAGE>


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.

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.

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 September 30,
2005. This evaluation was carried out under the supervision and with the
participation of our CEO, Mr. Tim Koziol and CFO, Mr. Brett Clark. 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 completion 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 29

              Exhibit 32.1 CFO Certification - Page 30

       (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.

               4. Financial Statements and Exhibits of businesses acquired;
               filed with the Commission on 5/6/05

               5. Unregistered Sales of Equity Securities; filed with the
               Commission on 5/16/05

               6. Disclosure of Change in the Registrant's Certifying
               Accountant; filed with the commission on 5/20/05

               7. Amended Filing of Disclosure of Change in the Registrant's
               Certifying Accountant; filed with the commission on 6/1/05

               8. Disclosure of Departure of Directors or Principal Officers;
               filed with the commission on 6/17/05

               9. Unregistered Sales of Equity Securities; filed with the
               Commission on 7/5/05

               10. Disclosure of Departure of Directors or Principal Officers;
               filed with the commission on 8/8/05

               11. Disclosure of Risk Factors for the company, Proforma
               Financial Statements and Exhibits for the year end December 31,
               2003 and December 31,2004; filed with the Commission on 8/19/05

               12. Creation of Direct Financial Obligation, Secured loan on real
               estate related to Rancho Cordova Facility; filed with the
               Commission on 9/30/05


                                       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:  November 17, 2005      /s/ Timothy J. Koziol
                               Timothy J. Koziol, President, CEO and Chairman
                               of the Board of Directors

Dated:  November 17, 2005     /s/ Brett M. Clark
                              Vice President of Finance, Chief Financial Officer


                                       28