SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(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, 2005

[  ] 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)

                  175 Water Street, Exeter, New Hampshire 03833
       -------------------------------------------------------------------
               (Address of principal executive offices)(Zip code)

Issuer's telephone number, including area code:             (603) 772-7336

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, 2005.

     The number of shares of the registrant's common stock, $.001 par value per
share, outstanding as of November 30, 2006 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]

<PAGE>


                                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 RELATED STOCKHOLDER
                      MATTERS AND SMALL BUSINESS ISSUER PURCHASES
                      OF EQUITY SECURITIES............................      4
         ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS PLAN OF
                      OPERATION.......................................      4
         ITEM 7.      FINANCIAL STATEMENTS............................      6
         ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                      ON ACCOUNTING AND FINANCIAL DISCLOSURE..........     16
         ITEM 8A.     CONTROLS AND PROCEDURES.........................     16
         ITEM 8B.     OTHER INFORMATION...............................     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 AND RELATED STOCKHOLDER
                      MATTERS.........................................     17
         ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..     18
         ITEM 13.     EXHIBITS........................................     18
         ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES..........     18

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


<PAGE>


                           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.

                                       3
<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  earnings.  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 October 31, 2006, 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 October 31, 2006, 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 fourth quarter of the year-ended  September 30, 2005, no matters were
submitted to a vote of security holders.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
         ISSUERS PURCHASES OF EQUITY SECURITIES

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.
                               2005                             2004
                        ----------------------         -------------------------
                        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 October 31, 2006, there was no quote for the stock

As of October 31, 2006, 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.

During the fourth quarter of the year-ended  September 30, 2005, the Company did
not repurchase any of its equity securities.

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.

                                       4
<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 or to acquire.

The Company had no operating  revenues for either the  year-ended  September 30,
2005 or 2004.

     For the year-ended September 30, 2005, the Company incurred consulting fees
to two individuals of $50,000,  professional fees of $4,980 depreciation of $202
and  general  and  administrative  expenses  of $335 for a total of  $55,517  of
operating  expenses.  This  compares with  operating  expenses of $8,342 for the
prior year which was made up of $285 of  depreciation  and $8,057 of general and
administrative expenses.

     For the  year-ended  September  30,  2005,  the Company  incurred  interest
expense of  $14,432.  This  compares  with  interest  expense of $12,809 for the
year-ended September 30, 2004.

     For the  year-ended  September  30,  2005,  the Company had income from the
foregiveness of  indebtedness  of $95,025.  This compares with $38,100 of income
from the foregiveness of indebtedness for the year ended September 30, 2004.

     As a result of the  foregoing,  the  Company  had income of $25,076 for the
year ended  September  30,  2005,  up $8,127  from the $16,949 of income for the
year-ended September 30, 2004.

As of September 30, 2005, the Company had $3,376 in cash and a deficiency in
working capital of $203,469.

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.

                                       5
<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                         12-15

                                       6
<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, 2005,  and 2004,  and the related  statements of
operations, changes in stockholders' equity and cash flows for each of 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 and
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, 2005,  and 2004, and the results of its operations and their
cash  flows for each of the years  then  ended,  in  conformity  with  generally
accepted accounting principles in the United States of America.



/S/ Larry O'Donnell, CPA, P.C.

Larry O'Donnell, CPA, P.C.

July 29, 2006

                                       7
<PAGE>

                        GENERAL ENVIRONMENTAL CORPORATION

                                 BALANCE SHEETS
<TABLE>


                                                                 September 30,

                                                           2005                2004
                                                         --------            --------
<S>                                                    <C>                   <C>

                           ASSETS

         CURRENT ASSETS:
            Cash and cash equivalents                   $  3,376            $   9,858

         EQUIPMENT - NET                                       -                  202

         OTHER ASSETS                                      3,750                3,750

                  TOTAL ASSETS                          $  7,126            $  13,810


              LIABILITIES AND SHAREHOLDERS' DEFICIT

         CURRENT LIABILITIES:
             Accounts Payable                           $ 28,550            $  39,714

             Interest Payable                             46,363               74,457
             Notes Payable - Officers                     63,000                3,000
             Notes Payable                                68,932              121,432

                           Total Liabilities             206,845              238,603

         COMMITMENTS AND CONTINGENCIES

         SHAREHOLDERS' DEFICIT
             Preferred stock, $10 par value, 2,000,000
                shares authorized; 0 shares issued
                and outstanding respectively                   -                   -
             Common stock, $.001 par value, 30,000,000 shares
                authorized; 28,531,202 shares
                issued and outstanding                    28,531              28,531
            Additional paid in capital                 9,044,024           9,044,024
            Deficit                                   (9,272,274)         (9,297,348)

                           Total Shareholders' Deficit  (199,719)           (224,793)


                  TOTAL LIABILITIES AND SHAREHOLDERS'
                  DEFICIT                               $  7,126            $ 13,810

</TABLE>

        The accompanying notes are an integral part of these statements.


                                       8

<PAGE>

                        GENERAL ENVIRONMENTAL CORPORATION

                            STATEMENTS OF OPERATIONS


                                                    Years Ended September 30,

                                                   2005                 2004
                                                  ------               ------

OPERATING EXPENSES:
   Consulting fees                           $   50,000           $        -
   Professional fees                              4,980                    -

   Depreciation                                     202                  285
   General and administrative                       335                8,057
                                               ---------             --------
                  Total operating expenses       55,517                8,342
                                               ---------             --------
                  Operating (loss)              (55,517)              (8,342)

OTHER:
   Interest expense                             (14,432)             (12,809)
   Other income                                  95,025               38,100
                                               ---------             --------
Total other income                               80,593               25,291

NET INCOME
   BEFORE INCOME TAXES                           25,076               16,949

   Provision for income taxes                         -                    -
                                               ---------             --------
NET INCOME                                  $    25,076          $    16,949
                                               =========             ========

Basic and diluted income per common share   $         *          $         *

Basic and diluted weight-average number of
   common shares outstanding                 28,531,202           28,531,202

* Less than $.01 per share




        The accompanying notes are an integral part of these statements

                                       9

<PAGE>

                        GENERAL ENVIRONMENTAL CORPORATION

                 STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
<TABLE>

                                   Common Shares             Preferred Shares     Additional                    Total
                                 $0.001 Par Value             $10 Par Value        Paid In                   Shareholders
                                Shares         Amount       Shares     Amount      Capital     (Deficit)      (Deficit)
                                -------       --------     --------   -------     ----------  ----------    -----------\
<S>                            <C>           <C>          <C>         <C>       <C>           <C>           <C>


BALANCES, September 30, 2003    28,531,202      $28,531       -      $     -    9,044,024   $(9,314,299)   $ (241,744)

   Net income                            -            -       -            -            -        16,949        16,949
                                                                                             -----------     ---------
BALANCES, September 30, 2004    28,531,202       28,531       -            -    9,044,024    (9,297,348)     (224,793)

   Net income                            -            -       -            -            -        25,076        25,076
                                                                                             -----------     ---------
BALANCES, September 30, 2005    28,531,202      $28,531       -            -   $9,044,204   $(9,272,274)    $(199,719)



</TABLE>


The accompanying notes are an integral part of these statements

                                       10
<PAGE>

                        GENERAL ENVIRONMENTAL CORPORATION

                            STATEMENTS OF CASH FLOWS
<TABLE>

                                                        Years Ended September 30,

                                                       2005                  2004
                                                     -------               -------
<S>                                                 <C>                    <C>

CASH FLOW FROM OPERATING ACTIVITIES:
   Net income                                         $25,076              $16,949
   Adjustments to reconcile net income (loss)
    to net cash provided by (used in) operating
    activities:
   Forgiveness/Elimination of notes receivable (debt) (52,500)             (38,100)
   Depreciation                                           202                  285
   (Increase) decrease in assets:
       Other assets                                         -               (3,750)
   (Decrease) increase in accounts payable             48,833               (3,499)

   (Decrease) increase in other liabilities           (28,093)              11,655
                                                     ---------            ---------
         Net cash provided by (used in)
            Operating activities                       (6,482)             (15,306)
                                                     ---------            ---------

CASH FLOW FROM INVESTING ACTIVITIES:                        -                    -
                                                     ---------            ---------
CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from note payable                               -               25,000
                                                     ---------            ---------
         Net cash provided by Financing activities          -               25,000
                                                     ---------            ---------
NET INCEREASE (DECREASE) IN CASH                       (6,482)               9,694

CASH, BEGINNING OF PERIOD                               9,858                  164
                                                     ---------            ---------

CASH, END OF PERIOD                                  $  3,376             $  9,858
                                                     =========            =========
SUPPLEMENTAL DISCLOSURES OF NONCASH
   INVESTING AND FINANCING ACTIVITIES:
Promissory notes issued for payment of payables       $60,000             $      -
                                                     =========            =========

</TABLE>


        The accompanying notes are an integral part of these statements

                                       11


<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 and in
January 1993 the Company changed its name to General Environmental  Corporation.
Since 1988 until  inception,  the Company has had no  operations  except for the
years 1994 through  2001 where it was in the business of providing  products and
services for the treatment of contaminated  water.  Therefore,  during the years
September 30, 2005 and 2004, 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.

Net Income Per Share

Income 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.


                                       12
<PAGE>


                        GENERAL ENVIRONMENTAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)



NOTE 2 - 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 years  ended  September  30,  2005 and 2004  there were no shares of
common stock issued and, therefore, as of September 30, 2005 and 2004 there were
28,531,202 shares outstanding.

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,  2005 and 2004  there were no shares of
preferred stock issued and,  therefore,  as of September 30, 2005 and 2004 there
were no shares outstanding.


NOTE 3 - NOTES PAYABLE

The Company's notes payable consist of the following:

Note Payable- Davidian:

As of September 30, 2005,  the Company  considers the holder of this note barred
by the  Statute of  limitations  from  recovering  the amount  owed on this note
including  the related  accrued  interest.  The Company was advised on August 6,
1997 by the note holder, Harry Davidian, that they breached the Agreement. Since
that time no action  had been  taken by either  party.  Based  upon the State of
Colorado  statutes  all  actions to recover  the amount  owed on a debt shall be
taken within six years after the cause of action occurs (August 6, 1997).  Thus,
as of  September  30,  2005,  the Company has written off the  principal  in the
amount of $52,500 and related accrued  interest of $42,525 and,  therefore,  has
recorded  other income for the year ended  September 30, 2005 of $95,025.  As of
September  30,  2004,  the balance  owed on this note is $52,500  with  interest
accrued in the amount of $36,225.

Note  Payable - Vinton:  This  unsecured  note is currently  due on demand.  The
balance owed as of September 30, 2005 and 2004 is $43,932 with interest  accrued
in the amount of $41,360 and $36,088 respectively.

Note  Payable - Voelker:  On April 5, 2004,  GEC  borrowed  $25,000 and issued a
convertible promissory note at the rate of 10% per annum. The balance owed as of
September  30, 2005 and 2004 is $25,000 with  accrued  interest in the amount of
$3,377 and $877 respectively.

Note Payable - Sears:  On January 7, 2002, GEC borrowed  $10,000 from an officer
and issued an unsecured  promissory note at the rate of 12% per annum. This note
is currently  due on demand.  The balance owed as of September 30, 2005 and 2004
is $3,000 with interest accrued in the amount of $1,630 and $1,269 respectively.

                                       13
<PAGE>

                        GENERAL ENVIRONMENTAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


NOTE 3 - NOTES PAYABLE (continued)

Line of Credit - Community Bank & Trust (CB&T):  As of October 1, 2001, GEC owed
$33,014 to CB&T.  As part of the sale of a subsidiary  on October 1, 2001,  this
note was  assumed  by the  Purchaser  of the  subsidiary.  During the year ended
September 30, 2003,  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, 2005 and 2004,  this note is not reflected on the
financial statements of the Company.  However, during these years the Company is
still considered  liable for the note and thus has a contingent  liability as of
September 30, 2005 and 2004 in the amount of $24,476 and $33,550 respectively.

Convertible  Notes - Officers On September 30, 2005,  GEC issued an unsecured 7%
convertible  promissory note in the amount of $30,000 to each of its officers as
payment for amounts  owed these  officers.  This  principal  plus all unpaid and
accrued  interest is due on  September  30, 2007.  In addition,  interest is due
semi-annually from the date of the note and every 183 days thereafter.  Further,
this note may be  converted  prior to maturity  upon notice by the officer  into
common  stock of the  Company  at the rate of 200  shares  for each  outstanding
dollar of principal converted.  The balance owed to each officer as of September
30, 2005 is $30,000.


NOTE 4 - 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 year  ended
September  30,  2004.  In addition as of September  30,  2004,  the two officers
agreed to forgive $19,050 of accounts payable owed to each of them or a total of
$38,100 and this  forgiveness  of debt was recorded as other income.  During the
year ended September 30, 2005, these two officers earned  consulting fees in the
amount of $25,000  each or a total of $50,000  and these fees were  recorded  as
accounts payable.

                                                                 September 30,
                                                               2005        2004
                                                              ------      ------

         Accounts payable before adjustments                $ 88,550   $ 76,200
         Write off as of 9/30/04 of prior fees to officers         -    (38,100)
         Notes issued as of 9/30/05 to officers as payment   (60,000)         -
                                                            ---------   --------
         Accounts payable after adjustments                 $ 28,550   $ 38,100


NOTE 5 - INCOME TAXES

As of  September  30,  2005,  the  Company  had an  unused  net  operating  loss
carryforward of  approximately  $5,000,000  which expires between 2019 and 2025.
The deferred tax assets that result from such  operating loss  carryforwards  of
approximately  $1,700,000 at September 30, 2005 and 2004  respectively have been
fully reserved for in the accompanying  financial  statements.  During the years
ended September 30, 2005 and 2004, the valuation allowances  established against
the net operating loss carryforwards were negligible.

                                       14
<PAGE>

                        GENERAL ENVIRONMENTAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)



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 statements 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  October  2002,  the FASB  issued  SFAS No.  147,  Acquisitions  of  Certain
Financial Institutions - an amendment of FASB Statements No. 72 and 144 and FASB
interpretation   No.  9."  This  statement  provides  further  guidance  on  the
application of the purchase  method of accounting to  acquisitions  of financial
institutions.  The effective  date of this statement is for  acquisitions  on or
after October 1, 2002. The Company adopted this statement  during the year ended
September 30, 2003 and it had no effect on the Company.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and  Disclosure - an amendment of FASB Statement No.
123." This statement  amends FASB statement No. 123,  Accounting for Stock-Based
Compensation,  to provide  alternative  methods of  transition  for a  voluntary
change to the fair  market  value based  method of  accounting  for  stock-based
employee compensation.  The effective date of this statement is for fiscal years
beginning after December 15, 2002. The Company adopted this statement during the
year ended September 30, 2003 and it had no effect on the Company.

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.

                                       15
<PAGE>


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 2005 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 no material weakness under
standards established by the Public Company Accounting Oversight Board regarding
some elements of our system of internal controls.

ITEM 8B. OTHER INFORMATION

        None

                                    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 October 31, 2005. 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       56   President - Director - Chief Executive Officer
W. Edwards Nichols  62   Secretary/Treasurer-Director - Chief Financial Officer

                                       16
<PAGE>

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.

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, 2005 of each person who served as the
Company's Chief Executive Officer during fiscal 2005 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, 2005 (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
                   2004       0       0             0        0             0          0               0
President          2005  25,000       0             0        0             0          0               0

Ed Nichols
Secretary          2004       0       0             0        0             0          0               0
-Treasurer         2005  25,000       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 October 31, 2006 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>
                                       17
<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 2005. 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 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships and 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 year  ended
September  30,  2004.  In addition as of September  30,  2004,  the two officers
agreed to forgive $19,050 of accounts payable owed to each of them or a total of
$38,100 and this  forgiveness  of debt was recorded as other income.  During the
year ended September 30, 2005, these two officers earned  consulting fees in the
amount of $25,000  each or a total of $50,000  and these fees were  recorded  as
accounts payable.

                                                                 September 30,
                                                               2005        2004
                                                              ------      ------

         Accounts payable before adjustments                $ 88,550   $ 76,200
         Write off as of 9/30/04 of prior fees to officers         -    (38,100)
         Notes issued as of 9/30/05 to officers as payment   (60,000)         -
         Accounts payable after adjustments                 $ 28,550   $ 38,100


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 2005        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.
                                       18
<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:  November 30, 2006

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

Dated:  November 30, 2006
                                            By:/s/ W. Edward Nichols
                                               --------------------------
                                               W. Edward Nichols
                                               Chief Accounting 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        November 30, 2006
---------------------
Herbert T. Sears            President and Director


/s/ W. Edward Nichols       Secretary - Treasurer and    November 30, 2006
---------------------
W. Edward Nichols           Director
                                       19

<PAGE>


                                CERTIFICATIONS
                                                                 EXHIBIT 31.1


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 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 report;

3. Based on my knowledge, the financial statements, and other financial
information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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 report is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

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

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

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

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

Date: November 30, 2006

/s/ Herbert T. Sears
-----------------------
Herbert T. Sears
Chief Executive Officer
                                       20
<PAGE>


                                                                 EXHIBIT 31.2


I, Edward Nichols, certify that:

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

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial
information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15-15(f) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

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

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

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

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

Date: November 30, 2006

/s/   Edward Nichols
-----------------------
Edward Nichols
Chief Financial Officer
                                       21

<PAGE>


                                                                 EXHIBIT 32.1

Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350

For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, the undersigned, Herbert Sears, the Chief
Executive Officer of General Environmental Corporation. (the "Company"), hereby
certifies that, to his knowledge:

     (i) the Annual  Report on Form  10-KSB of the  Company  for the  year-ended
September 30, 2005, as filed with the Securities and Exchange  Commission on the
date hereof (the "Report") fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

(ii)the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Date: November 30, 2006

/s/ Herbert Sears
------------------------
Herbert Sears
Chief Executive Officer
                                       22


<PAGE>


                                                                 EXHIBIT 32.2

Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350

For purposes of 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of
the  Sarbanes-Oxley  Act of 2002, the  undersigned,  Edward  Nichols,  the chief
financial officer of General Environmental  Corporation (the "Company"),  hereby
certifies that, to his knowledge:

(i) the Annual Report on Form 10-KSB of the Company for the year-ended
June 30, 2006, as filed with the Securities and Exchange Commission on the date
hereof (the "Report") fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(ii)the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Date: November 30, 2006

/s/ Edward Nichols
-----------------------
Edward Nichols
Chief Financial Officer

                                       23