GEE Group Inc. — Major Shareholding Notification 2006

Sep 7, 2006

SC 13D/A 1 doc1.htm Schedule 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )*

General Employment Enterprises Inc (Name of Issuer)
Common stock, no par value per share (Title of Class of Securities)
36-9730106 (CUSIP Number)
Mark L. Imhoff 23732 Red Eagle San Antonio, TX 78258 210-274-4140 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 31, 2006 (Date of Event which Requires Filling of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ·· 240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following box. ( )

| Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See · 240.13d-7 for other parties to whom copies are to be sent. |
| --- |
| * The remainder of this
cover page shall be filled out for a reporting person's initial filing on
this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided
in a prior cover page. |
| The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes). |

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SCHEDULE 13D
CUSIP No. 36-9730106
1.	Names of Reporting Persons. Mark Lynn Imhoff I.R.S. Identification No.
2.	Check the Appropriate Box if a Member of a Group* (a.) (

) (b.) (

X

) | |
| 3. | SEC USE ONLY | |
| 4. | Source of Funds* N/A | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to items 2(d) or 2(e) (

) | |
| 6. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 242,464 |
| | 8. | Shared Voting Power |
| | 9. | Sole Dispositive Power 242,464 |
| | 10. | Shared Dispositive Power |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 242,464 | |
| 12. | Check if the Aggregate Amount Represented by
Amount in Row (11) Excludes Certain Shares (See Instructions) (

) | |
| 13. | Percent of Class Represented by Amount in Row (11) 4.710% | |
| 14. | Type of Reporting Person IN | |
| Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to replace or add to the existing items in Mr. Mark L. Imhoff's original Schedule 13D. | | |
| 2 | | |

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Item 3. Source and Amount of Funds or Other Consideration: No funds were required for this event.

Item 4. Purpose of Transaction
Diposition of General Employment Enterprises, Inc. common stock via ordinary brokerage transactions
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| (a) | The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer; |
| --- | --- |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; |
| (d) | Any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization or dividend policy of the issuer; |
| (f) | Any other material change in the issuer's business or corporate structure including but not
limited to, if the issuer is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940; |
| (g) | Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the issuer by any person; |
| (h) | Causing a class of securities of the issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; |
| (i) | A class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or |
| (j) | Any action similar to any of those enumerated above. |

Item 5. Interest in Securities of the Issuer.
(a)	242,642 (4.710%) beneficially held as follows: 242,642 individually, sole voting and dispositive power
(b)	Not applicable.
(c)	Mr. Mark L. Imhoff sold 189,700 shares of General Employment Enterprises, Inc. common stock in 96 ordinary brokerage transactions on the American Stock Exchange from July 28,2006, through August 31, 2006. The transactions ranged in size from 100 shares to 6,500 shares and averaged approximately 1,976 shares. The price ranged from $1.65 to $2.05 per share and averaged approximately $1.81 per share. Mr. Imhoff's cumulative sales reached one percent of General Employment Enterprises' outstanding common stock on July 31, 2006. On August 28, 2006, Mr. Imhoff's aggregate beneficial ownership of General Employment Enterprises' common stock fell below five percent of the 5,148,265 issue shares of General Employment Enterprises, Inc's common stock.

Transaction Date Shares or Units Purchased (Sold) Price per Share or Unit

(d)	Not applicable.
(e)	8/28/2006
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer. None.
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Item 7. Material to be Filed as Exhibits. None.

| 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. | |
| --- | --- |
| Date:
September 06, 2006 | |
| By: | /s/ Mark L. Imhoff Mark L. Imhoff |
| Title: | Individual |

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