SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                Amendment No. 1

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

                  For the Fiscal Year Ended September 30, 2004
                                            ------------------

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

          For the transition period from ____________ to _____________

                          Commission File No. 000-49991

                        GENERAL ENVIRONMENTAL CORPORATION
       -------------------------------------------------------------------
       -------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)

            DELAWARE                                   84-1080047
 --------------------------------            --------------------------------
 --------------------------------           (I.R.S. Employer Identification No.)
 (State or other jurisdiction of
 incorporation or organization)

                      33 Pine, Exeter, New Hampshire 03833
                -------------------------------------------------
               (Address of principal executive offices)(Zip code)

Issuer's telephone number, including area code:             (603) 773-0153

Securities to be registered pursuant to Section 12(b) of the Act:

   Title of each class         Name of each exchange on which each is registered
   --------------------    -----------------------------------------------------
           None                                       None

Securities to be registered pursuant to Section 12(g) of the Act:

                         Common Stock, $0.001 par value
                  --------------------------------------------
                  --------------------------------------------
                                (Title of Class)

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports);  and (2)
has been subject to such filing requirements for the past 90 days.

 Yes       [ ]           No       [ X ]

     Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.

     The Issuer had no revenues for the fiscal year ended September 30, 2004.

     The number of shares of the registrant's common stock, $.001 par value per
share, outstanding as of December 15, 2004 was 28,531,202.

The aggregate market value of the common stock held by non-affiliates is $0.

                       DOCUMENTS INCORPORATED BY REFERENCE
None

        Transition Small Business Disclosure Format:  Yes  [ ]    No  [X]



                                TABLE OF CONTENTS

                                                                         Page

PART I

         ITEM 1.      DESCRIPTION OF BUSINESS.........................      3
         ITEM 2.      DESCRIPTION OF PROPERTY.........................      4
         ITEM 3.      LEGAL PROCEEDINGS...............................      4
         ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF
                      SECURITY HOLDERS................................      4

PART II

         ITEM 5.      MARKET FOR COMMON EQUITY AND
                      RELATED STOCKHOLDER MATTERS.....................      4
         ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS............      4
         ITEM 7.      FINANCIAL STATEMENTS............................      5
         ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                      ON ACCOUNTING AND FINANCIAL DISCLOSURE..........     16
         ITEM 8A.     CONTROLS AND PROCEDURES.........................     16

PART III

         ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                      CONTROL PERSONS; COMPLIANCE WITH
                      SECTION 16(a) OF THE EXCHANGE ACT...............     16
         ITEM 10.     EXECUTIVE COMPENSATION..........................     17
         ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                      OWNERS AND MANAGEMENT...........................     17
         ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..     18
         ITEM 13.     EXHIBITS AND REPORTS OF FORM 8-K................     18
         ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES..........     18

SIGNATURES            ................................................     19




<PAGE>



                                       13

                           FORWARD-LOOKING STATEMENTS

This annual report on Form 10-KSB contains forward-looking statements within the
meaning of the federal securities laws. These forwarding-looking statements
include without limitation statements regarding our expectations and beliefs
about the market and industry, our goals, plans, and expectations regarding our
operations and properties and results, our intentions and strategies regarding
future operations, acquisitions and sales of properties, our intentions and
strategies regarding the formation of strategic relationships, our beliefs
regarding the future success of our operations, our expectations and beliefs
regarding competition, competitors, the basis of competition and our ability to
compete, our beliefs and expectations regarding our ability to hire and retain
personnel, our beliefs regarding period to period results of operations, our
expectations regarding revenues, our expectations regarding future growth and
financial performance, our beliefs and expectations regarding the adequacy of
our facilities, and our beliefs and expectations regarding our financial
position, ability to finance operations and growth and the amount of financing
necessary to support operations. These statements are subject to risks and
uncertainties that could cause actual results and events to differ materially.
We undertake no obligation to update forward-looking statements to reflect
events or circumstances occurring after the date of this annual report on Form
10-KSB.

As used in this annual report on Form 10-KSB, unless the context otherwise
requires, the terms "we," "us," "the Company," and "GEC" refer to General
Environmental Corporation, a Delaware corporation.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General

General Environmental Corporation (the "Company") is a Delaware corporation
incorporated in January 1988 as Marling Corporation. The Company was formed to
enter into a business that was never consummated or acquire an operating
business had no operations as Marling Corporation. On January 1, 1998 the
Company acquired Neponset Construction Company, Inc., a Massachusetts
corporation is in the business of interior demolition and environmental cleanup.
This company was also sold back to its original owner on Octpber 1, 1998.
 In 1998, in the company changed its name to General Environmental Corporation
following the acquisition of Environment Corporation and Products, Inc. Its
offices are located at 175 Water Street, Exeter, New Hampshire 03833.

On January 1, 1998 the Company acquired Environmental Container and Products,
Inc., a New Hampshire corporation in a stock transaction. Environmental
Container and Products, Inc. ("ENCO") operated as a wholly owned subsidiary with
offices and warehouse in Plaistow, New Hampshire. Environmental Container and
Products, Inc. manufactured and marketed specialized boxes and other containers
for the shipment of environmental waste. On July 31, 2000 the Company, owned by
the president of Environmental Container and Products, Inc.

Also, on January 1, 1998 the Company acquired Specialty Waste Services in a
stock transaction. Specialty Waste Services operates as a wholly owned
subsidiary of the Company and is in the environmental waste disposal brokerage
business.

On March 1, 1999 the Company acquired Port Motor Express, Inc. a New Hampshire
Corporation in a stock transaction. This company also operated as a wholly owned
subsidiary of the Company with offices in Plaistow, New Hampshire. The company
was formed to transport the products of Environmental Container and Products,
Inc. to its customers in New England. On July 31, 2000 this company was also
sold to Enco Holdings Group, Inc.

On April 16, 1999 the Company acquired EnviroMart.com, Inc. a New Hampshire
company formed by Brian Healey who developed the ecommerce business format for
the sale and distribution of environmental safety products principally over the
Internet. On July 19, 1999 the Company Board of Directors approved a Plan of
Reorganization and Corporate Separation to affect a spin off of EnviroMart.com
to the Company shareholders. This transaction was completed in August of 1999.

On September 30, 2001 the Company sold its shares of Specialty Waste Services to
an officer of Specialty Waste Services for $10,000 in cash. The redemption of
1,000,000 common shares and the assumption of 33,014 of outstanding
indebtedness.

<PAGE>

As a result of the foregoing, the Company no longer conducts operational
business activities.

Investors should be aware of the scarcity of and competition for business
opportunities, as well as the lack of capital of the Company. The Company is not
currently engaged in any business operations in the sense that it is generating
any sales or profits. The Company is attempting to acquire assets and properties
or stock in a variety of businesses. However, it presently has no business,
asset or property which it contemplates acquiring.

Employees

As of December 15, 2004, we had no full-time employees. The employees are not
covered by a collective bargaining agreement, and we do not anticipate that any
of our future employees will be covered by such agreement.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company's executive offices are located in Exeter, New Hampshire. The
offices in Exeter consist of 800 square feet of space. The office space is
provided free of charge by the Company's CEO.

ITEM 3.  LEGAL PROCEEDINGS

As of December 15, 2004, we are not a party to any pending litigation and were
not aware of any threatened litigation.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the year ended September 30, 2004, no matters were submitted to a vote of
security holders.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock is not available for trading in the over-the-counter
market. The following table sets forth the high and low bid price per share for
the Company's Common Stock for each full quarterly period within the two most
recent fiscal years.
                               2004                             2003
                        ----------------------         -------------------------
                        High          Low               High           Low
First Quarter           No Quote      No Quote        No Quote       No Quote
Second Quarter          No Quote      No Quote        No Quote       No Quote
Third Quarter           No Quote      No Quote        No Quote       No Quote
Fourth Quarter          No Quote      No Quote        No Quote       No Quote

As of December 15, 2004, there was no quote for the stock

As of December 15, 2004, there were approximately 100 holders of record of the
Common Stock of the Company.

We have not paid dividends in the past and we intend to retain earnings, if any,
and will not pay cash dividends in the foreseeable future. Any future
determination to pay cash dividends will be at the discretion of the board of
directors and will be dependent upon our financial condition, results of
operations, capital requirements, general business conditions and such other
factors as the board of directors may deem relevant.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Company

As discussed above (see "ITEM 1. Description of Business"), the Company has been
in existence since January 1988. It has limited operational history and
currently is not engaged in substantial business operations. All risks inherent
in a new and inexperienced enterprise are inherent in the Company's business.
The Company has not made a formal study of the economic potential of any
business. The Company has limited assets, liabilities in excess of assets and no
business opportunities are presently contemplated for acquisition. In addition,
the Company has no liquidity and no presently available capital resources, such
as credit lines, guarantees, etc.
<PAGE>

Plan of Operation

The Company's plan of operation for the foreseeable future is to search for a
suitable company with which to merge.

As of September 30, 2004, the Company had $9,858 in cash and a deficiency in
working capital of $228,748.

Based upon the current level of cash and the deficiency in working capital and
current level of expenditures, it will be necessary to seek additional sources
of funding over the next twelve months. Historically the company's financing has
come from loans from its officers and principal shareholders. However, unless
such funding continues or the company is able to sell its shares, the Company
has insufficient resources to continue its business operations for the next
twelve months. No assurances can be given that the Company will be able to
obtain any future financing or sell any of its shares.



<PAGE>





ITEM 7.  FINANCIAL STATEMENTS

                        GENERAL ENVIRONMENTAL CORPORATION


                                Table of Contents



Page

Independent Auditor's Report                                           7

Financial Statements:

         Balance Sheets                                                8

         Statements of Operations                                      9

         Statements of Changes in Stockholders' Equity (Deficit)       10

         Statements of Cash Flows                                      11

         Notes to the Financial Statements                             12


<PAGE>



                           Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545                               2228 South Fraser Street
                                                       Unit 1
                                                       Aurora, Colorado 80014


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
General Environmental Corporation

I have audited the accompanying balance sheets of General Environmental
Corporation as of September 30, 2004 and 2003, and the related statements of
operations, changes in stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used an
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of General environmental Corporation
as of September 30, 2004 and 2003, and the results of its operations and their
cash flows for the years then ended, in conformity with generally accepted
accounting principles in the United States of America.

Larry O'Donell, CPA, P.C.

April 20, 2005



<PAGE>


                        GENERAL ENVIRONMENTAL CORPORATION

                                 BALANCE SHEETS

<TABLE>

                                                                            September 30,

                                                                        2004           2003
                                                                        ----           ----
<S>                                                                    <C>            <C>


                           ASSETS

         CURRENT ASSETS:
            Cash and cash equivalents                                $ 9,858           $   164


         EQUIPMENT - NET                                                 202               487

         OTHER ASSETS                                                  3,750                 -
                                                                     ---------          --------

                  TOTAL ASSETS                                       $13,810          $    651
                                                                     =========          ========
              LIABILITIES AND SHAREHOLDERS' DEFICIT

         CURRENT LIABILITIES:
             Accounts Payable                                       $ 39,715       $     81,314
             Bank Overdraft                                                -                  -
             Interest Payable                                         74,459             61,650
             Notes Payable                                           124,432             99,432
                                                                     ---------         ---------

                           Total Liabilities                         238,606            242,396
                                                                     ---------         ---------

         COMMITMENTS AND CONTINGENCIES

         SHAREHOLDERS' DEFICIT
             Preferred stock, $10 par value, 2,000,000
                shares authorized; 0 shares issued and
                and outstanding respectively                               -                 -
             Common stock, $.001 par value, 30,000,000 shares
                authorized; 28,531,202 shares issued and
                outstanding respectively                              28,531            28,531
            Additional paid in capital                             9,044,024         9,044,024
            Deficit                                               (9,297,351)       (9,314,300)
                                                                  -----------       -----------

                           Total Shareholders' Deficit              (224,796)         (241,745)
                                                                  -----------      -------------

                  TOTAL LIABILITIES AND SHAREHOLDERS'
                  DEFICIT                                         $   13,810        $      651
                                                                  ===========      ==============
</TABLE>


                     The accompanying notes are an integral
                           part of these statements.

<PAGE>


                        GENERAL ENVIRONMENTAL CORPORATION

                            STATEMENTS OF OPERATIONS



<TABLE>


                                                                     Years Ended September 30,

                                                                  2004                  2003
                                                                  ----                  ----
<S>                                                             <C>                    <C>

REVENUE:                                                            -                      -

OPERATING EXPENSES:
   Insurance                                                    $   -               $      -
   Services fees                                                    -                    270
   Professional fees                                                -                  1,114
   Rent                                                             -                      -
   Depreciation                                                   285                    599
   General and administrative                                   8,057                    647
                  Total operating expenses                      8,342                  2,630

                  Operating (loss)                             (8,342)                (2,630)
                                                              ----------             ---------
OTHER:
   Bad Debt                                                         -                      -
   Interest expense                                           (12,809)               (11,898)
   Other income                                                38,100                  1,857
                                                             -----------             ----------
Total other income (expense)                                   25,291                (10,041)
                                                             -----------             ----------

NET INCOME (LOSS)
   BEFORE INCOME TAXES                                         16,949                (12,671)

   Provision for income taxes                                       -                      -
                                                             -----------             ----------

NET INCOME (LOSS)                                           $  16,949             $   (12,671)
                                                             ===========             ===========

Basic and diluted income (loss) per common share            $    0.01             $     (0.01)
                                                             ===========             ===========
Basic and diluted weight-average number of
   common shares outstanding                               28,531,202              28,531,202
                                                           =============           =============

</TABLE>



                   The accompanying notes are an integral part
                              of these statements.




<PAGE>


                        GENERAL ENVIRONMENTAL CORPORATION

                 STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

<TABLE>


                                   Common Shares                                           Additional                  Total
                                   $0.001 Par Value              Treasury Shares           Paid-in                  Shareholders'
                              Shares             Amount     Shares              Amount     Capital      (Deficit)    (Deficit)
                             ---------          --------   --------            -------    ----------    ---------   -------------
<S>                          <C>               <C>         <C>                <C>         <C>          <C>          <C>

BALANCES, September
30, 2002                    28,531,202          28,531           -               -         9,044,024   (9,301,629)     (229,074)

   Net loss                          -               -           -               -                 -      (12,671)    (  12,671)

BALANCES, September
30, 2003                    28,531,202          28,531           -               -         9,044,024   (9,314,300)     (241,745)

   Net loss                          -               -           -               -                 -       16,949        16,949

BALANCES, September
30, 2004                    28,531,202          28,531           -               -         9,044,024   (9,297,351)     (224,796)

</TABLE>



                   The accompanying notes are an integral part
                              of these statements.

<PAGE>



                        GENERAL ENVIRONMENTAL CORPORATION

                            STATEMENTS OF CASH FLOWS



<TABLE>

                                                            Years Ended September 30,

                                                             2004             2003
                                                             ----             ----
<S>                                                          <C>              <C>


CASH FLOW FROM OPERATING ACTIVITIES:

   Net income (loss)                                         $16,949          $(12,671)
   Adjustments to reconcile net income (loss) to net cash
        provided by (used in) operating activities:
   Issuance of common shares for fees                              -                 -
   Bad debt                                                        -                 -
   Depreciation                                                  285               599
   (Increase) decrease in other assets                        (3,750)                -
   (Decrease) increase in accounts payable                   (41,599)               581
   (Decrease) increase in other liabilities                   12,809             11,655
                                                            ----------        ----------
         Net cash provided by (used in)
            operating activities                              15,306                164
                                                            -----------       ----------
CASH FLOW FROM FINANCING ACTIVITIES:

   Proceeds from notes payable - net                          25,000                  -

         Net cash provided by financing activities            25,000                  -
                                                            -----------        ----------

NET INCEREASE (DECREASE) IN CASH                               9,694                164

CASH, BEGINNING OF PERIOD                                        164                  -
                                                            -----------        ----------

CASH, END OF PERIOD                                          $ 9,858           $    164
                                                            ===========        ==========

</TABLE>



                   The accompanying notes are an integral part
                              of these statements.


<PAGE>





                        GENERAL ENVIRONMENTAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

General Environmental Corporation was incorporated under the laws of the State
of Delaware under the name Marling Corporation on January 19, 1988. From
inception until January 1993, the Company engaged in no operations or
activities. In January 1993, the Company changed its name to General
Environmental Corporation. From 1994 to 1998, the Company was engaged in the
business of providing products and services for the treatment of contaminated
water utilizing its proprietary and patented water cleanup technology ("CURE").
However, during the year ended September 30, 1998, the Company determined its
CURE process had minimal value and wrote off its patents. During the years
September 30, 1999 and 1998, the Company acquired four companies involved in the
waste disposal industry located in the northeastern United States and on
September 30, 2001, the Company sold these subsidiaries. Therefore, during the
years 2004 and 2003, the Company had no operations.

Statement of Cash Flows

For purposes of the statements of cash flows, cash includes deposits in
commercial bank accounts. The Company considers all short-term investments with
an original maturity of three months or less to be cash.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under the asset and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled.

Net Loss Per Share

Loss per share requires presentation of both basic and diluted income per common
share. Common share equivalents are not included in the weighted average
calculation since their effect would be anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates,
and such differences may be material to the financial statements.

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is
computed over the useful lives of the assets ranging from five to seven years
using the straight-line method.

Fair Value of Financial Instruments

The Company's financial instruments, including cash, other assets and payables
approximate fair value due to the short-term nature of those instruments.
<PAGE>

NOTE 2 - DISPOSITIONS AND DISCONTIUED OPERATIONS

As of September 30, 2001, General Environmental Corporation ("GEC") sold all of
its outstanding shares of common stock of its wholly owned subsidiary, Specialty
Waste Services, Inc. ("Specialty") to an officer of Specialty ("Purchaser") for:
(1) $10,000 payable in monthly installments of $1,500 commencing on September
30, 2002 including interest at the rate of 8% per annum, (2) the redemption of
1,000,000 shares of common stock valued at $10,000 and (3) the assumption of the
Community Bank & Trust loan in the amount of $33,014. The 1,000,000 shares of
common stock received by the Company were previously owned by two officers of
GEC before being given during the year ended September 30, 1999 by the officers
to the Purchaser as an incentive to continue on in the future with the Company.

The above sale of Specialty by GEC was part of an original agreement dated
September 30, 2002. However, during February of 2005, GEC and the purchaser, an
officer of Specialty entered into an amendment whereby the date of the sale was
amended to be September 30, 2001.

Accordingly, the operating results of Specialty have been segregated from
continuing operations and reported as a separate line item on the statement of
operations. Summarized operating results for the year ended September 30, 2001
are as follows:

         Sales, net                         $1,660,721
         Costs and expenses                  1,766,402
         Net loss                              (105,681)


NOTE 3 - SHAREHOLDERS' EQUITY

Common Stock

The Company is authorized to issue up to 30,000,000 shares of common stock at a
$0.001 par value.

During the year ended September 30, 2000, the Company issued 1,228,500 shares of
common stock valued at $142,015 or $.115 per share for services rendered. These
shares were not reflected in the prior audit report issued by the Company.
Therefore, the balance sheet accounts for equity have been restated to reflect
the issuance of these shares.

Warrants

The Company issued warrants with regards to the previous sale of Series A
Preferred stock. These warrants had original expiration dates of July 2000
through December 2000. In February 2000, the Company's Board passed a resolution
to extend the expiration date by one year. As of September 30, 2001, there were
170,000 of these warrants outstanding. During the year ended September 30, 2002,
these remaining 170,000 warrants expired.

In addition, as of September 30, 2001, there were 1,333,334 compensatory stock
warrants outstanding. During the year ended September 30, 2003 the warrants
expired.

There were no warrants issued during the years ended September 30, 2004 and 2003
and therefore, as of September 30, 2004 there were no warrants outstanding.

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123 ("FASB 123"), "Accounting For Stock-based
Compensation" which recommends, but does not require measuring compensation cost
for stock warrants based on the fair value of the warrants at the grant date.
The Company has elected not to adopt SFAS 123 but continues to apply Accounting
Principles Board Opinion No. 25 and related interpretations in accounting for
compensatory stock warrant activity.

Preferred Stock

The Company is authorized to issue up to 2,000,000 shares of preferred stock at
a $10.00 par value.

During the years ended September 30, 2004 and 2003 there were no shares of
preferred stock issued and, therefore, as of September 30, 2004 there were no
shares outstanding.
<PAGE>

NOTE 4 - NOTES PAYABLE

The Company's notes payable consist of the following:

Note Payable - Davidian:
This unsecured note is currently due on demand. The balance owed as of September
30, 2004 and 2003 is $52,500 with interest accrued in the amount of $13,487and
$29,925 respectively.

Note Payable - Vinton:
This unsecured note is currently due on demand. The balance owed as of September
30, 2004 and 2003 is $43,932 with interest accrued in the amount of $9,963 and
$30,816 respectively.

Note Payable - Sears:
On January 7, 2002, GEC borrowed $10,000 and issued am unsecured promissory note
at the rate of 12% per annum. This note is currently due on demand. The balance
owed as of September 30, 2004 and 2003 is $3,000 with interest accrued in the
amount of $1,550 and $1,269 respectively.

Line of Credit - Community Bank & Trust (CB&T):
As of September 30, 2001, GEC owed $33,014 to CB&T. As part of the sale of
Specialty on September 30, 2001, this note was assumed by the Purchaser of
Specialty. During the year ended September 30, 2002, the Purchaser defaulted on
the note and, therefore, the guarantors of the note, officers of GEC, were
required to maintain the terms of the note. As of September 30, 2004 and 2003,
this note is not reflected on the financial statements of the Company. However,
during these years the Company is still potentially liable for the note and thus
has a contingent liability in the amount of $42,021.

NOTE 5 - RELATED PARTY TRANSACTIONS

On September 3, 2004, two officers of the Company agreed to waive any consulting
fees as well as auto and health insurance allowances during the years ended
September 30, 2004 and 2003. In addition, the two officers agreed to forgive as
of September 30, 2004 $19,050 owed to each of the officers. Therefore included
in the accounts payable as of September 30, 2004 and 2003 are amounts owed to
the two officers of $38,100 and $76,200 respectively.

On September 30, 2001 the Company sold its shares of Specialty Waste Services to
an officer of Specialty Waste Services for $10,000 in cash, the redemption of
1,000,000 common shares and the assumption of 33,014 of outstanding
indebtedness.

NOTE 6 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONTINGENCIES

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company has suffered recurring losses from
operations that raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in this regard are to raise capital
through the issuance of common shares as well as seek a merger partner. The
accompanying financial statement do not include any adjustments relating to the
recovery and classification of recorded asset amounts or the amount and
classification of liabilities that might be necessary should the Company
discontinue operations.

NOTE 7 - RECENT ACCOUNTING PRONOUCEMENTS

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." This statement amends and
clarifies financial accounting and reporting for derivative instruments. The
effective date of this statement is for contracts entered into or modified after
June 30, 2003. The Company adopted this statement during the year ended
September 30, 2003, and it had no effect on the Company.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. The
effective date of this statement is for financial instruments entered into or
modified after May 31, 2003. The Company adopted this statement during the year
ended September 30, 2003, and it had no effect on the Company.
<PAGE>


NOTE 8 - SUBSEQUENT EVENTS

On November 4, 2004, the shareholders of the company approved a reverse split of
the company's common shares from 28,531,202 shars into 1,500,000 shares.

The reverse split is effective as of the close of business November 14, 2005.

On April 5, 2004, GEC borrowed $25,000 and issued a convertible promissory note
at the rate of 10% per annum. This note is due on April 5, 2005. In the event
the shareholders of the Company authorize the reverse of the 28,531,202 shares
of common into 1,500,000 shares prior to maturity, the principal balance of this
note plus any accrued interest shall automatically covert to 250,000
post-reverse restricted shares of common. As of September 30, 2004, the Company
owed $25,000 on this note.

On September 3, 2004, two officers of the Company agreed to waive any consulting
fees as well as auto and health insurance allowances during the years ended
September 30, 2004 and 2003. In addition, the two officers agreed to forgive as
of September 30, 2004 $19,050 owed to each of the officers. Therefore included
in the accounts payable as of September 30, 2004 and 2003 are amounts owed to
the two officers of $38,100 and $76,200 respectively.

On November 8, 2004, the Company approved the issuance of 250,000 post-reverse
restricted common shares to Mr. Voelker as consideration for cancellation of the
$25,000 promissory note plus accrued interest in the amount of $1,363.

On November 30, 2004, the Company approved the issuance of 500,000 post-reverse
restricted common shares to its two officers and directors or 250,000 shares
each as consideration for assuming the CB&T note. (See Note 6)


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None

ITEM 8A. CONTROLS AND PROCEDURES

We strive to maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate, to allow for timely decisions regarding
required disclosure. In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter
how well designated and operated, can provide only reasonable assurance of
achieving the desired control objectives and management necessarily is required
to apply its judgment in evaluating the cost-benefit relationship of possible
controls. Our independent accountants, Larry O'Donnell CPA, PC conducted audits
of our financial statements for 2003 and 2004. In connection with the issuance
of its report of the independent registered public accounting firm, Larry
O'Donnell CPA, PC reported to our Board of Directors two material weakness under
standards established by the Public Company Accounting Oversight Board regarding
some elements of our system of internal controls.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

EXECUTIVE OFFICERS

The following table sets forth the names, ages and offices of the executive
officers of the Company as of December 15, 2004. Each officer serves at the
discretion of the board of directors, but generally for a one-year term. The
periods during which such persons have served in such capacities are indicated
in the description of business experience of such persons below.

         Name              Age                       Position

Herb T. Sears              55                        President - Director
W. Edwards Nichols         61                        Secretary - Director

The following is a biographical summary of the business experience of the
executive officers and directors of the Company. Each officer of the Company
devotes fulltime to their respective positions.

<PAGE>

Since the Company does not have an audit committee, the entire board is
considered the audit committee.


The Company has adopted and filed a code of ethics that applies to the Company's
principal executive officer, principal financial officer, principal accounting
officer, and persons performing similar functions.

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning cash and non-cash
compensation paid or accrued for services in all capacities to the Company
during the year ended September 30, 2004 of each person who served as the
Company's Chief Executive Officer during fiscal 2004 and the four other most
highly paid executive officers whose total annual salary and bonus exceeded
$100,000 during the fiscal year ended December 31, 2004 (the "Named Officers").
<TABLE>

                                                                        Long-Term Compensation
                                    Annual Compensation                    Awards           Payouts
    Name and                                                      Restricted   Securities
    Principal                                     Other Annual    Stock        Underlying   LTIP         All Other
    Position        Year     Salary     Bonus     Compensation      Awards      Options      Payouts    Compensation
------------------ -------- ---------- --------- ---------------- ----------- ------------- ---------- ---------------
------------------ -------- ---------- --------- ---------------- ----------- ------------- ---------- ---------------
<S>               <C>       <C>        <C>        <C>             <C>          <C>           <C>        <C>

Herb Sears
                      2003          0         0                0           0             0          0               0
President             2004          0         0                0           0             0          0               0

Ed Nichols
Secretary             2003          0         0                0           0             0          0               0
-Treasurer            2004          0         0                0           0             0          0               0

</TABLE>

Employment Contracts

The Company has no employment agreement with any person.

Compensation of Directors

We reimburse all direct costs of attendance of Board meetings by our directors.

No additional compensation of any nature is paid to employee directors.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table is furnished as of December 15, 2004 to indicate beneficial
ownership of shares of the Company's Common Stock by (1) each shareholder of the
Company who is known by the Company to be a beneficial owner of more than 5% of
the Company's Common Stock, (2) each director, nominee for director and Named
Officer of the Company, individually, and (3) all officers and directors of the
Company as a group. The information in the following table was provided by such
persons.
<TABLE>

                                                          Amount and Nature of
          Name and Address of Beneficial Owner (1)             Ownership             Percent
   --------------------------------------------------    -----------------------    ----------
   --------------------------------------------------    -----------------------    ----------
<S>                                                       <C>                       <C>

   Herbert T. Sears                                                   4,808,096           17%
   Chairman of the Board
   President
   33 Pine Street, Exeter, New Hamphire

   W. Edward Nichols
   Director - Secretary
   6700 West Dorarado Dr., #41, Denver, CO 80123                      4,840,129           17%
                                                         -----------------------    ----------
                                                         -----------------------    ----------
   All officers and directors as a group (2 persons)                  9,648,225           34%
</TABLE>
<PAGE>


Compliance With Section 16(a) of the Exchange Act

Under the securities laws of the United States, the Company's directors, its
executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established and the Company is required to disclose in this Proxy Statement
any failure to file by these dates during 2004. Based solely on a review of such
reports and written statements of its directors, executive officers and
shareholders, the Company does not believes that all of the filing requirements
were satisfied on a timely basis in 2004.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships and Transactions

On January 7, 2003, the Company borrowed $10,000 and issued an unsecured
promissory note to Herb Sears at the note of 12% per annum. The note is due on
demand.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.

    (a)      Exhibits

         None


(b)      Reports on Form 8-K

         None

ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES

Fees Paid to Independent Public Accountants

The following table presents fees for professional audit services rendered by
Larry O'Donnell, CPA, P.C. for the audit of the Company's annual financial
statements for the years ended September 31, 2004 and 2003 and fees billed for
other services rendered by Larry O'Donnell, CPA, P.C. during those periods.

                                             Fiscal 2004        Fiscal 2003
                                             ------------       -----------
                                             ------------       -----------
          Audit fees (1)                         $ 1,000           $ 1,000
          Audit related fees (2)                       -                 -
          Tax fees                                     -                 -
          All other fees                               -                 -
                                             ------------       -----------
                                             ------------       -----------
          Total                                  $ 1,000           $ 1,000
                                             ============       ===========

(1)      Audit Fees consist of fees billed for professional services rendered
         for the audit of the Company's consolidated annual financial statements
         and review of the interim consolidated financial statements included in
         quarterly reports and services that are normally provided by Larry
         O'Donnell CPA, PC. in connection with statutory and regulatory filings
         or engagements.
(2)      Audit-Related Fees consist of fees billed for assurance and other
         services not explicitly related to the performance of the audit or
         review of the Company's consolidated financial statements and are not
         reported under "Audit Fees." This category includes fees related to the
         Company's registration statements and accounting research.




<PAGE>



                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                            GENERAL ENVIRONMENTAL CORPORATION
Dated:   October 31, 2005

                                            By:/s/ Herbert T. Sears
                                                     Herbert T. Sears
                                                     Chief Executive Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

    Signatures                   Title                       Date

/s/ Herbert T. Sears        Chairman of the Board           October 31,2005
Herbert T. Sears            President and Director


/s/ W. Edward Nichols       Secretary - Treasurer and       October 31,2005
W. Edward Nichols           Director



<PAGE>





                                 CERTIFICATIONS

I, Herbert T. Sears, certify that:

1. I have reviewed this annual report on Form 10-KSB of General Environmental
Corporation.;

2. Based on my knowledge, this annual report does not contain any untrue
statement 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 annual
report;

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Dated: October 31, 2005

By: /s/ Herbert T. Sears
Herbert T. Sears
Chief Executive Officer

<PAGE>


I, W. Edward Nichols,  certify that:

1. I have reviewed this annual report on Form 10-KSB of General Environmental
Corporation.;

2. Based on my knowledge, this annual report does not contain any untrue
statement 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 annual
report;

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Dated: October 31, 2005

By:/s/ W. Edward Nichols
W. Edward Nichols
Chief Financial Officer

<PAGE>



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

I, Herbert T. Sears, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of General Environmental Corporation on Form 10-KSB for the annual period
ended September 30, 2004 fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and that information contained
in such Form 10-KSB fairly presents in all material respects the financial
condition and results of operations of General Environmental Corporation.

By:/s/ Herbert T. Sears
----------------------------
Name: Herbert T. Sears
Title: Chief Executive Officer
October 31, 2005

<PAGE>





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, W. Edwards Nichols, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of General Environmental Corporation on Form 10-KSB for the annual period
ended September 30, 2004 fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and that information contained
in such Form 10-KSB fairly presents in all material respects the financial
condition and results of operations of General Environmental Corporation

By: /s/ W. Edwards Nichols
----------------------------
Name: W. Edwards Nichols
Title: Chief Financial Officer
October 31, 2005