SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1

(Mark One)

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

                For the quarterly period ended December 31, 2002

                                       OR

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

          From the transition period from ____________ to ___________.

                         Commission File Number 0-33107

                        GENERAL ENVIRONMENTAL CORPORATION
        (Exact name of small business issuer as specified in its charter)

          Delaware                                         76-0238783
--------------------------------              ----------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)


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

                                 (603) 773-0153
                           ----------------------------
                           (Issuer's telephone number)

                                       N/A
               ---------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Indicate by check mark whether the registrant (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 |X| No |_|

             Class               Shares Outstanding               Date
         Common, $.001               28,531,202              February 15, 2003


<PAGE>



                        General Enviromental Corporation
                                      INDEX
<TABLE>


                                                                                                Page
                                                                                               Number
<S>                                                                                           <C>

PART I - FINANCIAL INFORMATION

         Item 1.Financial Statements

                  Condensed Balance Sheets - December 31, 2002 (unaudited) and
                  September 30, 2002.............................................................3

                  Unaudited Condensed Statements of Operations - For the three months
                  ended December  31, 2002 and 2001..............................................4

                  Unaudited Condensed Statements of Cash Flows - For the three months ended
                  December 31, 2002 and 2001.....................................................5

                  Notes to Unaudited Condensed Financial Statements..............................6

          Item 2. Management's Discussion and Analysis of Financial Condition and Plan
                  of Operation...................................................................6

         Item 3.  Controls and Procedures........................................................6

PART II - OTHER INFORMATION......................................................................6
         Item 1.  Legal Proceeding...............................................................6
         Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds....................6
         Item 3.  Defaults Upon Senior Securities................................................7
         Item 4.  Submission of Matters to a Vote of Security Holders............................7
         Item 5.  Other Information..............................................................7

          Item 6. Exhibits and Reports on Form 8-K...............................................7


SIGNATURES.......................................................................................7

</TABLE>

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         General Environment Corporation
                          (A Development Stage Company)
                                 Balance Sheets

                                     Assets
<TABLE>

                                                                 December 31,      September, 31,
                                                                 2002              2002
                                                                 (unaudited)
<S>                                                             <C>                <C>

Current Assets
         Cash and Cash Equivalents
                                                                 $   1,094        $        0
                                                                 -----------    ----------------
Equipment-Net
                                                                 $     936        $    1,086
                                                                 -----------    ----------------
Other Assets
                                                                 $       0        $        0
                                                                 -----------    ----------------
Total Assets
                                                                 $   2,030        $    1,086
                                                                 ===========    ================
                       Liabilities & Stockholders' Deficit
Current Liabilities
         Accounts Payable
                                                                 $  81,314        $   80,733
                                                                 -----------    ---------------

         Bank Overdraft
                                                                 $       0        $      243
                                                                 -----------    ---------------
         Interest Payable
                                                                 $  52,727        $   49,752

                                                                 -----------    ---------------
          Notes Payable
                                                                 $  99,432        $   99,432

                                                                 -----------    ---------------
Total Liabilities
                                                                 $ 233,473        $  230,160
                                                                 -----------    ---------------
Shareholder's Deficit

         Preferred stock; $10 par value 2,000,000
shares authorized, none issued and outstanding
respectively Common stock, $.001 par value,
30,000,000 shares authorized and 28,531,202                       $ 28,531        $   28,531

Additional paid-in Capital
                                                               $ 9,044,024        $9,044,024
                                                               -------------   ---------------
Deficit
                                                               $(9,303,998)       $9,301,629)
Total Shareholder's Deficit
                                                               $  (231,443)       $ (229,074)
                                                               -------------   ---------------
Total Liabilities & Shareholder's Deficit                      $     2,030        $    1,086
                                                               =============   ===============

</TABLE>

               The accompanying notes are an integral part of the
                             financial statements.

<PAGE>



                         General Environment Corporation
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)



                                For the Three Months Ended
                                       December 31,
                               -----------------------------

                                  2002            2001
                               ------------   --------------

REVENUES                       $         0    $          0
                               -----------    ------------

EXPENSES
     Insurance                           0           1,575
     Service Fees                      270          13,018
     Professional Fees                 364          14,576
     Rent                                0           1,459
     Depreciation                      150             150
     General and
     Administrative                    467             815
     Interest                        2,974               0
                               ------------   --------------
                               ------------   --------------

Total Operating   Expenses        $(2,268)         $31,593
Operating (loss)
                                  $(2,368)        $(31,593)
                               ------------   --------------
                               ------------   --------------
Other
     Bad Debt                           $0         $(2,657)
     Interest Expense                   $0         $(3,039)
     Other Income                   $1,857         $34,576
Total Other Income                  $1,857          31,886
(expense)
                               ------------   --------------
                               ------------   --------------

NET LOSS BEFORE INCOME
TAXES                          $   (2,368)    $        293
     Provision for
income tax                               0               0
Net Loss                       $   (2,368)    $        293

                               ============   ==============
                               ============   ==============

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

               The accompanying notes are an integral part of the
                             financial statements.



<PAGE>




                         General Environment Corporation
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>


                                                               For the Three Months Ended
                                                                      December 31,
                                                               ----------------------------
                                                                  2002            2001
                                                               ------------- -- -----------
<S>                                                            <C>              <C>


CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)
                                                               $    (2,368)     $      293
                                                               -------------    -----------
                                                               -------------    -----------

Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activites:                     $          0
Issuance of common shares for a fee                                       0        $12,000
Bad Debt                                                                150          2,651
Depreciation                                                              0            150
(Increase) Decrease in other assets                                 (3,301)         14,157
(Decrease) increase in accounts payable                               2,731            581
(Decrease) increase in other liabilities                                             8,884
                                                               -------------    -----------
                                                               -------------    -----------
                                                                         $0             $0
CASH FLOWS FROM FINANCING ACTIVITIES
                                                               -------------    -----------

Net cash provided from financing activities                             $ 0             $0
                                                               ------------- -- -----------

Net increase (Decrease) in cash                                    $  1,094          $   0

Cash at beginning of period                                         $     0       $ 10,850
                                                               =============    ===========

Cash at end of period                                          $      1,094     $     3842
                                                               =============    ===========
</TABLE>


               The accompanying notes are an integral part of the
                             financial statements.




<PAGE>



                         General Environment Corporation
                          (A Development Stage Company)
              Notes to the Unaudited Condensed Financial Statements
                                December 31, 2002


1.   General

     The interim financial statements are prepared pursuant to the requirements
for reporting on Form 10-QSB. The September 30, 2002 balance sheet data was
derived from audited financial statements but does not include all disclosures
required by generally accepted accounting principles. The interim financial
statements and notes thereto should be read in conjunction with the financial
statements and notes included in the Company's Form 10-KSB for the year ended
September 30, 2002. In the opinion of management, the interim financial
statements reflect all adjustments of a normal recurring nature necessary for a
fair statement of the results for the interim periods presented.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 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 December  31,  2002,  the Company had $1,096 in cash and a  deficiency  in
working capital of $229,006.

     Based upon the current level of cash, 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.

ITEM 3. CONTROLS AND PROCEDURES

     As of the end of the period  covered by this report,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  under the  supervision  of and with the  participation  of our Chief
Executive Officer ("CEO") and our Chief Financial Officer ("CFO"). Based on this
evaluation,  our  management,  including  our CFO and  CEO,  concluded  that our
disclosure  controls and procedures were effective,  and that there have been no
significant  changes in our  internal  controls or in other  factors  that could
significantly affect internal controls subsequent to the evaluation.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEDINGS

None

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None


<PAGE>

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

                           None

a) Reports on Form 8-K

                           None

                                   SIGNATURES

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


                                             General Environment Corporation


Date: September 21, 2005                               By: /s/ Herb T. Sears

                                                                Herb T.Sears
                                                     Chief Executive Officer

                                                          By: /s/ Ed Nichols
                                                                  Ed Nichols
                                                     Chief Financial Officer


<PAGE>



                                 CERTIFICATIONS

I, Herb T. Sears, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of General Environment
Corporation

2. Based on my knowledge, this quarterly 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 quarterly
report;

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

         c) presented in this quarterly 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
quarterly 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: September 21, 2005

By: /s/ Herb T. Sears
Herb T. Sears
Chief Executive Officer
<PAGE>




CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND 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, Herb 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 Quarterly
Report of General  Environment  Corporation  on Form  10-QSB  for the  quarterly
period ended December 31, 2002 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-QSB  fairly  presents in all  material  respects  the
financial condition and results of operations of General Environment Corporation


By: /s/ Herb T. Sears
----------------------------
Name: Herb T. Sears
Title: Chief Executive Officer

September 21, 2005


<PAGE>




                                 CERTIFICATIONS

I, Ed Nichols, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of General Environment
Cororation

2. Based on my knowledge, this quarterly 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 quarterly
report;

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

         c) presented in this quarterly 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
quarterly 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: September 21, 2005

By: /s/ Ed Nichols
Ed Nichols
Chief Financial Officer



<PAGE>



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND 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, Ed 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 Quarterly Report of
General  Environment  Corporation on Form 10-QSB for the quarterly  period ended
December 31, 2002 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-QSB fairly presents in all material respects the financial condition and
results of operations of General Environment Corporation


By: /s/ Ed Nichols
----------------------------
Name: Ed Nichols
Title: Chief Financial Officer


September 21, 2005