GEVI General Enterprise Ventures Inc (PK)

CUSIP No. 36976P207
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd.(In Liquidation)*
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673
--------------------------------------------------------------------------------
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
 (b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
 Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 1,099,993 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 1,099,993 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,099,993 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 / /
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 7.56%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
 CO
--------------------------------------------------------------------------------
* Based on 14,557,653 shares of the common stock, par value $0.001 per share
(the "Shares") outstanding of General Environmental Management, a Nevada
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2009. As of December 31,
2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), and PSource
Structured Debt Limited ("PSource" and together with the Fund, the "Investors")
collectively held (i) a warrant (the "February 2006 Warrant") to acquire 107,266
Shares, at an exercise price of $26.10 per Share, subject to certain
adjustments, (ii) a warrant (the "First October 2007 Warrant") to acquire
516,218 Shares, at an exercise price of $1.38 per Share for the first 344,145
Shares acquired thereunder, and $2.75 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, and (iii) a warrant (the
"Second October 2007 Warrant" and together with the October 2007 Warrant,
collectively, the "2007 Warrants") to acquire 476,509 Shares, at an exercise
price of $1.38 per Share for the first 317,673 Shares acquired thereunder, and
$2.75 per Shares for the remaining Shares acquired thereunder, subject to
certain adjustments. The February 2006 Warrant contains an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The 2007 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2006 Warrant may be waived by the Investors
upon at least 61 days prior notice to the Company and shall automatically become
null and void following notice to the Company of the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the applicable
instrument). The 9.99% Issuance Limitation in the 2007 Warrants may be waived by
the Investors upon at least 61 days notice to the Company, so long as at such
time, the Company has no indebtedness outstanding, and shall automatically
become null and void following notice to the Issuer upon the occurrence and
during the continuance of an event of default (as defined in the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. The
Fund is in liquidation under the supervision of the Grand Court of the Cayman
Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell
Smith of Johnson Smith Associates Ltd. The JOLs have discretion have discretion
over the management of the Fund and disposition of its assets, including the
securities owned by the Fund reported in this Schedule 13G, as amended. LCM,
acting through its controlling principals, Eugene Grin and David Grin, provides
day to day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Fund
reported in this Schedule 13G, as amended, subject to certain oversight and
preapproval rights of the JOLs and LCM's obligations to the Fund under the
Seventh Amended and Restated Investment Management Agreement of April 26, 2007,
as amended, restated, modified and/or supplemented from time to time; all of the
foregoing subject to the specific directions otherwise given by the JOLs at
their discretion. Eugene Grin and David Grin, through other entities, are the
controlling principals of LCM and VCM and share voting and investment power over
the securities owned by the Fund (subject to the oversight and preapproval
rights of the JOLs) and PSource reported in this Schedule 13G, as amended. The
JOLs share voting and investment power over the securities owned by the Fund.

CUSIP No. 36976P207
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
 (b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 1,099,993 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 1,099,993 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,099,993 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 / /
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 7.56 %
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
 OO
--------------------------------------------------------------------------------
* Based on 14,557,653 shares of the common stock, par value $0.001 per share
(the "Shares") outstanding of General Environmental Management, a Nevada
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2009. As of December 31,
2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), and PSource
Structured Debt Limited ("PSource" and together with the Fund, the "Investors")
collectively held (i) a warrant (the "February 2006 Warrant") to acquire 107,266
Shares, at an exercise price of $26.10 per Share, subject to certain
adjustments, (ii) a warrant (the "First October 2007 Warrant") to acquire
516,218 Shares, at an exercise price of $1.38 per Share for the first 344,145
Shares acquired thereunder, and $2.75 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, and (iii) a warrant (the
"Second October 2007 Warrant" and together with the October 2007 Warrant,
collectively, the "2007 Warrants") to acquire 476,509 Shares, at an exercise
price of $1.38 per Share for the first 317,673 Shares acquired thereunder, and
$2.75 per Shares for the remaining Shares acquired thereunder, subject to
certain adjustments. The February 2006 Warrant contains an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The 2007 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2006 Warrant may be waived by the Investors
upon at least 61 days prior notice to the Company and shall automatically become
null and void following notice to the Company of the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the applicable
instrument). The 9.99% Issuance Limitation in the 2007 Warrants may be waived by
the Investors upon at least 61 days notice to the Company, so long as at such
time, the Company has no indebtedness outstanding, and shall automatically
become null and void following notice to the Issuer upon the occurrence and
during the continuance of an event of default (as defined in the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. The
Fund is in liquidation under the supervision of the Grand Court of the Cayman
Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell
Smith of Johnson Smith Associates Ltd. The JOLs have discretion have discretion
over the management of the Fund and disposition of its assets, including the
securities owned by the Fund reported in this Schedule 13G, as amended. LCM,
acting through its controlling principals, Eugene Grin and David Grin, provides
day to day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Fund
reported in this Schedule 13G, as amended, subject to certain oversight and
preapproval rights of the JOLs and LCM's obligations to the Fund under the
Seventh Amended and Restated Investment Management Agreement of April 26, 2007,
as amended, restated, modified and/or supplemented from time to time; all of the
foregoing subject to the specific directions otherwise given by the JOLs at
their discretion. Eugene Grin and David Grin, through other entities, are the
controlling principals of LCM and VCM and share voting and investment power over
the securities owned by the Fund (subject to the oversight and preapproval
rights of the JOLs) and PSource reported in this Schedule 13G, as amended. The
JOLs share voting and investment power over the securities owned by the Fund.

CUSIP No. 36976P207
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: PSource Structured Debt Limited
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
 (b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
 Guernsey
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 1,099,993 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 1,099,993 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,099,993 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 / /
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 7.56%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
 OO
--------------------------------------------------------------------------------
* Based on 14,557,653 shares of the common stock, par value $0.001 per share
(the "Shares") outstanding of General Environmental Management, a Nevada
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2009. As of December 31,
2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), and PSource
Structured Debt Limited ("PSource" and together with the Fund, the "Investors")
collectively held (i) a warrant (the "February 2006 Warrant") to acquire 107,266
Shares, at an exercise price of $26.10 per Share, subject to certain
adjustments, (ii) a warrant (the "First October 2007 Warrant") to acquire
516,218 Shares, at an exercise price of $1.38 per Share for the first 344,145
Shares acquired thereunder, and $2.75 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, and (iii) a warrant (the
"Second October 2007 Warrant" and together with the October 2007 Warrant,
collectively, the "2007 Warrants") to acquire 476,509 Shares, at an exercise
price of $1.38 per Share for the first 317,673 Shares acquired thereunder, and
$2.75 per Shares for the remaining Shares acquired thereunder, subject to
certain adjustments. The February 2006 Warrant contains an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The 2007 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2006 Warrant may be waived by the Investors
upon at least 61 days prior notice to the Company and shall automatically become
null and void following notice to the Company of the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the applicable
instrument). The 9.99% Issuance Limitation in the 2007 Warrants may be waived by
the Investors upon at least 61 days notice to the Company, so long as at such
time, the Company has no indebtedness outstanding, and shall automatically
become null and void following notice to the Issuer upon the occurrence and
during the continuance of an event of default (as defined in the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. The
Fund is in liquidation under the supervision of the Grand Court of the Cayman
Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell
Smith of Johnson Smith Associates Ltd. The JOLs have discretion have discretion
over the management of the Fund and disposition of its assets, including the
securities owned by the Fund reported in this Schedule 13G, as amended. LCM,
acting through its controlling principals, Eugene Grin and David Grin, provides
day to day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Fund
reported in this Schedule 13G, as amended, subject to certain oversight and
preapproval rights of the JOLs and LCM's obligations to the Fund under the
Seventh Amended and Restated Investment Management Agreement of April 26, 2007,
as amended, restated, modified and/or supplemented from time to time; all of the
foregoing subject to the specific directions otherwise given by the JOLs at
their discretion. Eugene Grin and David Grin, through other entities, are the
controlling principals of LCM and VCM and share voting and investment power over
the securities owned by the Fund (subject to the oversight and preapproval
rights of the JOLs) and PSource reported in this Schedule 13G, as amended. The
JOLs share voting and investment power over the securities owned by the Fund.

CUSIP No. 36976P207
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Chris Johnson*

--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
 (b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
 Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 1,099,993 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 1,099,993 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,099,993 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 / /
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 7.56 %
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
 IN
--------------------------------------------------------------------------------
* Based on 14,557,653 shares of the common stock, par value $0.001 per share
(the "Shares") outstanding of General Environmental Management, a Nevada
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2009. As of December 31,
2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), and PSource
Structured Debt Limited ("PSource" and together with the Fund, the "Investors")
collectively held (i) a warrant (the "February 2006 Warrant") to acquire 107,266
Shares, at an exercise price of $26.10 per Share, subject to certain
adjustments, (ii) a warrant (the "First October 2007 Warrant") to acquire
516,218 Shares, at an exercise price of $1.38 per Share for the first 344,145
Shares acquired thereunder, and $2.75 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, and (iii) a warrant (the
"Second October 2007 Warrant" and together with the October 2007 Warrant,
collectively, the "2007 Warrants") to acquire 476,509 Shares, at an exercise
price of $1.38 per Share for the first 317,673 Shares acquired thereunder, and
$2.75 per Shares for the remaining Shares acquired thereunder, subject to
certain adjustments. The February 2006 Warrant contains an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The 2007 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2006 Warrant may be waived by the Investors
upon at least 61 days prior notice to the Company and shall automatically become
null and void following notice to the Company of the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the applicable
instrument). The 9.99% Issuance Limitation in the 2007 Warrants may be waived by
the Investors upon at least 61 days notice to the Company, so long as at such
time, the Company has no indebtedness outstanding, and shall automatically
become null and void following notice to the Issuer upon the occurrence and
during the continuance of an event of default (as defined in the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. The
Fund is in liquidation under the supervision of the Grand Court of the Cayman
Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell
Smith of Johnson Smith Associates Ltd. The JOLs have discretion have discretion
over the management of the Fund and disposition of its assets, including the
securities owned by the Fund reported in this Schedule 13G, as amended. LCM,
acting through its controlling principals, Eugene Grin and David Grin, provides
day to day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Fund
reported in this Schedule 13G, as amended, subject to certain oversight and
preapproval rights of the JOLs and LCM's obligations to the Fund under the
Seventh Amended and Restated Investment Management Agreement of April 26, 2007,
as amended, restated, modified and/or supplemented from time to time; all of the
foregoing subject to the specific directions otherwise given by the JOLs at
their discretion. Eugene Grin and David Grin, through other entities, are the
controlling principals of LCM and VCM and share voting and investment power over
the securities owned by the Fund (subject to the oversight and preapproval
rights of the JOLs) and PSource reported in this Schedule 13G, as amended. The
JOLs share voting and investment power over the securities owned by the Fund.

CUSIP No. 36976P207
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Russell Smith*
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
 (b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
 Cayman Islands
------------------- ---------- -------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.*
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 1,099,993 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 1,099,993 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,099,993 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 / /
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 7.56 %
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
 IN
--------------------------------------------------------------------------------
* Based on 14,557,653 shares of the common stock, par value $0.001 per share
(the "Shares") outstanding of General Environmental Management, a Nevada
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2009. As of December 31,
2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), and PSource
Structured Debt Limited ("PSource" and together with the Fund, the "Investors")
collectively held (i) a warrant (the "February 2006 Warrant") to acquire 107,266
Shares, at an exercise price of $26.10 per Share, subject to certain
adjustments, (ii) a warrant (the "First October 2007 Warrant") to acquire
516,218 Shares, at an exercise price of $1.38 per Share for the first 344,145
Shares acquired thereunder, and $2.75 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, and (iii) a warrant (the
"Second October 2007 Warrant" and together with the October 2007 Warrant,
collectively, the "2007 Warrants") to acquire 476,509 Shares, at an exercise
price of $1.38 per Share for the first 317,673 Shares acquired thereunder, and
$2.75 per Shares for the remaining Shares acquired thereunder, subject to
certain adjustments. The February 2006 Warrant contains an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The 2007 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2006 Warrant may be waived by the Investors
upon at least 61 days prior notice to the Company and shall automatically become
null and void following notice to the Company of the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the applicable
instrument). The 9.99% Issuance Limitation in the 2007 Warrants may be waived by
the Investors upon at least 61 days notice to the Company, so long as at such
time, the Company has no indebtedness outstanding, and shall automatically
become null and void following notice to the Issuer upon the occurrence and
during the continuance of an event of default (as defined in the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. The
Fund is in liquidation under the supervision of the Grand Court of the Cayman
Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell
Smith of Johnson Smith Associates Ltd. The JOLs have discretion have discretion
over the management of the Fund and disposition of its assets, including the
securities owned by the Fund reported in this Schedule 13G, as amended. LCM,
acting through its controlling principals, Eugene Grin and David Grin, provides
day to day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Fund
reported in this Schedule 13G, as amended, subject to certain oversight and
preapproval rights of the JOLs and LCM's obligations to the Fund under the
Seventh Amended and Restated Investment Management Agreement of April 26, 2007,
as amended, restated, modified and/or supplemented from time to time; all of the
foregoing subject to the specific directions otherwise given by the JOLs at
their discretion. Eugene Grin and David Grin, through other entities, are the
controlling principals of LCM and VCM and share voting and investment power over
the securities owned by the Fund (subject to the oversight and preapproval
rights of the JOLs) and PSource reported in this Schedule 13G, as amended. The
JOLs share voting and investment power over the securities owned by the Fund.

CUSIP No. 36976P207
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: David Grin

--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
 (b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
 United States and Israel
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 1,099,993 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 1,099,993 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,099,993 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 / /
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 7.56 %
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
 IN
--------------------------------------------------------------------------------
* Based on 14,557,653 shares of the common stock, par value $0.001 per share
(the "Shares") outstanding of General Environmental Management, a Nevada
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2009. As of December 31,
2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), and PSource
Structured Debt Limited ("PSource" and together with the Fund, the "Investors")
collectively held (i) a warrant (the "February 2006 Warrant") to acquire 107,266
Shares, at an exercise price of $26.10 per Share, subject to certain
adjustments, (ii) a warrant (the "First October 2007 Warrant") to acquire
516,218 Shares, at an exercise price of $1.38 per Share for the first 344,145
Shares acquired thereunder, and $2.75 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, and (iii) a warrant (the
"Second October 2007 Warrant" and together with the October 2007 Warrant,
collectively, the "2007 Warrants") to acquire 476,509 Shares, at an exercise
price of $1.38 per Share for the first 317,673 Shares acquired thereunder, and
$2.75 per Shares for the remaining Shares acquired thereunder, subject to
certain adjustments. The February 2006 Warrant contains an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The 2007 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2006 Warrant may be waived by the Investors
upon at least 61 days prior notice to the Company and shall automatically become
null and void following notice to the Company of the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the applicable
instrument). The 9.99% Issuance Limitation in the 2007 Warrants may be waived by
the Investors upon at least 61 days notice to the Company, so long as at such
time, the Company has no indebtedness outstanding, and shall automatically
become null and void following notice to the Issuer upon the occurrence and
during the continuance of an event of default (as defined in the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. The
Fund is in liquidation under the supervision of the Grand Court of the Cayman
Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell
Smith of Johnson Smith Associates Ltd. The JOLs have discretion have discretion
over the management of the Fund and disposition of its assets, including the
securities owned by the Fund reported in this Schedule 13G, as amended. LCM,
acting through its controlling principals, Eugene Grin and David Grin, provides
day to day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Fund
reported in this Schedule 13G, as amended, subject to certain oversight and
preapproval rights of the JOLs and LCM's obligations to the Fund under the
Seventh Amended and Restated Investment Management Agreement of April 26, 2007,
as amended, restated, modified and/or supplemented from time to time; all of the
foregoing subject to the specific directions otherwise given by the JOLs at
their discretion. Eugene Grin and David Grin, through other entities, are the
controlling principals of LCM and VCM and share voting and investment power over
the securities owned by the Fund (subject to the oversight and preapproval
rights of the JOLs) and PSource reported in this Schedule 13G, as amended. The
JOLs share voting and investment power over the securities owned by the Fund.

CUSIP No. 36976P207
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Eugene Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
 (b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
 United States
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.*
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 1,099,993 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 1,099,993 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,099,993 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 / /
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 7.56 %
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
 IN
--------------------------------------------------------------------------------
* Based on 14,557,653 shares of the common stock, par value $0.001 per share
(the "Shares") outstanding of General Environmental Management, a Nevada
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2009. As of December 31,
2009, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), and PSource
Structured Debt Limited ("PSource" and together with the Fund, the "Investors")
collectively held (i) a warrant (the "February 2006 Warrant") to acquire 107,266
Shares, at an exercise price of $26.10 per Share, subject to certain
adjustments, (ii) a warrant (the "First October 2007 Warrant") to acquire
516,218 Shares, at an exercise price of $1.38 per Share for the first 344,145
Shares acquired thereunder, and $2.75 per Share for the remaining Shares
acquired thereunder, subject to certain adjustments, and (iii) a warrant (the
"Second October 2007 Warrant" and together with the October 2007 Warrant,
collectively, the "2007 Warrants") to acquire 476,509 Shares, at an exercise
price of $1.38 per Share for the first 317,673 Shares acquired thereunder, and
$2.75 per Shares for the remaining Shares acquired thereunder, subject to
certain adjustments. The February 2006 Warrant contains an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The 2007 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2006 Warrant may be waived by the Investors
upon at least 61 days prior notice to the Company and shall automatically become
null and void following notice to the Company of the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the applicable
instrument). The 9.99% Issuance Limitation in the 2007 Warrants may be waived by
the Investors upon at least 61 days notice to the Company, so long as at such
time, the Company has no indebtedness outstanding, and shall automatically
become null and void following notice to the Issuer upon the occurrence and
during the continuance of an event of default (as defined in the applicable
instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"),
subject to certain preapproval rights of the board of directors of PSource. The
Fund is in liquidation under the supervision of the Grand Court of the Cayman
Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell
Smith of Johnson Smith Associates Ltd. The JOLs have discretion have discretion
over the management of the Fund and disposition of its assets, including the
securities owned by the Fund reported in this Schedule 13G, as amended. LCM,
acting through its controlling principals, Eugene Grin and David Grin, provides
day to day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Fund
reported in this Schedule 13G, as amended, subject to certain oversight and
preapproval rights of the JOLs and LCM's obligations to the Fund under the
Seventh Amended and Restated Investment Management Agreement of April 26, 2007,
as amended, restated, modified and/or supplemented from time to time; all of the
foregoing subject to the specific directions otherwise given by the JOLs at
their discretion. Eugene Grin and David Grin, through other entities, are the
controlling principals of LCM and VCM and share voting and investment power over
the securities owned by the Fund (subject to the oversight and preapproval
rights of the JOLs) and PSource reported in this Schedule 13G, as amended. The
JOLs share voting and investment power over the securities owned by the Fund.

CUSIP No. 36976P207

Item 1(a). Name of Issuer: General Environmental Management, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:
 3191 Temple Ave., Suite 250
 Pomona, CA 91768

Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd.(In Liquidation)*

This Schedule 13G, as amended is also filed on behalf of Laurus Capital
Management, LLC, a Delaware limited liability company, PSource Structured Debt
Limited, a closed-ended company incorporated with limited liability in Guernsey,
Chris Johnson, Russell Smith, Eugene Grin and David Grin. Laurus Capital
Management, LLC manages PSource Structured Debt Limited, subject to certain
preapproval rights of the board of directors of PSource Structured Debt Limited.
Laurus Master Fund, Ltd. (In Liquidation) is in liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Official
Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith
Associates Ltd. The Joint Official Liquidators have discretion over the
management of Laurus Master Fund, Ltd. (in Liquidation) and the disposition of
its assets, including the securities owned by the Laurus Master Fund, Ltd. (in
Liquidation) reported in this Schedule 13G, as amended. Laurus Capital
Management, LLC, acting through its controlling principals, Eugene Grin and
David Grin, provides day to day investment management services to the Laurus
Master Fund, Ltd. (in Liquidation) and its two feeder funds concerning their
respective assets, including the securities owned by Laurus Master Fund, Ltd.
(in Liquidation) reported in this Schedule 13G, as amended, subject to the
oversight and preapproval rights of the Joint Official Liquidators and Laurus
Capital Management, LLC's obligations to the Fund under the Seventh Amended and
Restated Investment Management Agreement of April 26, 2007, as amended,
restated, modified and/or supplemented from time to time; all of the foregoing
subject to specific directions otherwise given by the Joint Official Liquidators
at their discretion. Eugene Grin and David Grin, through other entities, are the
controlling principals of Laurus Capital Management, LLC and share voting and
investment power over the shares owned by Laurus Master Fund, Ltd. (in
Liquidation) (subject to the oversight and preapproval rights of the Joint
Official Liquidators) and PSource Strucutured Debt Limited reported on this
Schedule 13G, as amended. The Joint Official Liquidators share voting and
investment power over the securities owned by Laurus Master Fund, Ltd. (in
Liquidation). Information related to each of Laurus Capital Management, LLC,
PSource Structured Debt Limited, Eugene Grin and David Grin is set forth on
Appendix A hereto.

Item 2(b). Address of Principal Business Office or if none, Residence:
 c/o Laurus Capital Management, LLC,
 335 Madison Avenue, 10th Floor, New York, NY 10017

Item 2(c). Citizenship: Cayman Islands

Item 2(d). Title of Class of Securities: Common Stock ("Common Stock")

Item 2(e). CUSIP Number: 36976P207

Item 3. Not Applicable

Item 4. Ownership:

 (a) Amount Beneficially Owned: 1,099,993 shares of Common Stock

 (b) Percent of Class: 7.56%

CUSIP No. 36976P207

 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

 February 12, 2010
 ----------------
 Date

 Laurus Master Fund, Ltd. (In Liquidation)

 /s/ Russell Smith
 ----------------
 Russell Smith
 Joint Official Liquidator (for the account
 of Laurus Master Fund, Ltd. and with no
 personal liability)

CUSIP No. 36976P207

APPENDIX A

A. Name: Laurus Capital Management, LLC, a Delaware limited
 liability company

 Business Address: 335 Madison Avenue, 10th Floor
 New York, New York 10017
 Place of
 Organization: Delaware

B. Name: PSource Structured Debt Limited, a closed-ended
 company incorporated with limited liability in Guernsey

 Business c/o Valens Capital Management, LLC
 Address: 335 Madison Avenue, 10th Floor
 New York, New York 10017
 Place of
 Organization: Guernsey

C. Name: Chris Johnson

 Business Elizabethan Square, 80 Shedden Road, George Town,
 Address: Grand Cayman, Cayman Islands KY1-1104
 Principal Managing Director, Johnson Smith Associates Ltd.
 Occupation:
 Citizenship: Cayman Islands

D. Name: Russell Smith

 Business Elizabethan Square, 80 Shedden Road, George Town,
 Address: Grand Cayman, Cayman Islands KY1-1104
 Principal Director, Johnson Smith Associates Ltd.
 Occupation:
 Citizenship: Cayman Islands

E. Name: David Grin
 Business 335 Madison Avenue, 10th Floor
 Address: New York, New York 10017
 Principal Principal of Laurus Capital Management, LLC
 Occupation:
 Citizenship: United States and Israel

F. Name: Eugene Grin
 Business 335 Madison Avenue, 10th Floor
 Address: New York, New York 10017
 Principal Principal of Laurus Capital Management, LLC
 Occupation:
 Citizenship: United States

CUSIP No. 36976P207

Each of Laurus Capital Management, LLC, PSource Structured Debt Limited, Chris
Johnson, Russell Smith,David Grin and Eugene Grin hereby agree, by their
execution below, that the Schedule 13G, as amended to which this Appendix A is
attached is filed on behalf of each of them, respectively.

Laurus Capital Management, LLC,
individually and as investment manager

/s/ Eugene Grin
-----------------------------------------
 Eugene Grin
 Authorized Signatory
 February 12, 2010

/s/ Chris Johnson
-----------------------------------------
 Chris Johnson, on his individual behalf
 February 12, 2010

/s/ Russell Smith
-----------------------------------------
 Russell Smith, on his individual behalf
 February 12, 2010

/s/ David Grin
-----------------------------------------
 David Grin, on his individual behalf
 February 12, 2010

/s/ Eugene Grin
-----------------------------------------
 Eugene Grin, on his individual behalf
 February 12, 2010