SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-QSB

(Mark One)

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

         For the quarterly period ended:    March 31, 1999  

                                       OR

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

                           Commission File No.: 0-3125

                       General Devices, Inc. 
          ----------------------------------------------------             
  (Exact name of small business issuer as specified in its charter)


        New Jersey                                21-0661726
 ------------------------------                -----------------    
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)


             215 W. Church Road, Room 202, King of Prussia, PA 19406
             -------------------------------------------------------
                    (Address of principal executive offices)


                                 (610) 992-1455
                     ----------------------------------------
                           (Issuer's telephone number)


              (Former name, former address and former fiscal year,
                          if changed since last report)

         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 issuer was required to file such  reports),  and (2) has
been subject to such filing requirements for the past 90 days. Yes X No _____

         State the number of shares  outstanding of each of the issuer's classes
of common stock:  As of April 30, 1999,  the issuer had 9,980,174  shares of its
common stock, par value $.01 per share, outstanding.

           Transitional Small Business Disclosure Format (check one).
                                 Yes _____ No X




<PAGE>



Part I - FINANCIAL INFORMATION
------   ---------------------

Item 1 - Financial Statements
------   --------------------

                              GENERAL DEVICES, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)


                                                                   March 31,
                                                                     1999  
                                                                   --------- 
Assets
------

Current assets:
  Cash                                                             $ 101,701
                                                                   ---------
   Total current assets                                            $ 101,701
                                                                   =========

Liabilities and Shareholders' Equity
------------------------------------

Current liabilities:
  Accounts payable and accrued liabilities                         $   2,000
                                                                   ---------
   Total current liabilities                                           2,000
                                                                   ---------

Shareholders' equity:
  Common stock $.01 par value 10,000,000
    shares authorized; 9,980,174 outstanding                          99,802
  Capital in excess of par value                                   2,022,030
  Accumulated deficit                                             (2,022,131)
                                                                   ---------

   Total shareholders' equity                                         99,701
                                                                   ---------

   Total liabilities and shareholders'                             
    equity                                                         $ 101,701
                                                                   =========




                 See accompanying note to financial statements.



<PAGE>



                              GENERAL DEVICES, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                         Three Months Ended
                                                              March 31,  
                                                         ---------------------
                                                           1999         1998  
                                                         ---------    --------

Revenues                                                 $       -   $       -

General and
  administrative expenses                                    6,048       4,485
                                                         ---------   ---------

Loss before income taxes                                (    6,048) (    4,485)

Income taxes                                                   200           -
                                                         ---------   ---------

Net loss                                                ($   6,248) ($   4,485)
                                                         =========   =========

Basic and diluted net loss per share                     $       -   $       -
                                                         =========   =========

Average weighted number of
  shares outstanding                                     7,742,139   4,964,421
                                                         =========   =========





                 See accompanying note to financial statements.



<PAGE>



                              GENERAL DEVICES, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                           Three Months Ended
                                                                 March 31,   
                                                           ------------------ 
                                                            1999         1998
                                                           ------      ------  

   Cash flows from operating activities-
     Net loss                                           ($  6,248)   ($ 4,485)

   Cash flows from financing activities-
     Inssuance of common stock                             100,712           -
                                                         --------     -------

   Net increase (decrease) in cash
         and cash equivalents                              94,464    (  4,485)

         Cash - beginning                                   7,237      25,043
                                                         --------    --------

         Cash - ending                                   $101,701     $20,558
                                                         ========    ========


   Supplemental disclosures of cash flow information:
         Cash paid during the period for-
          Income taxes                                   $    200           -
                                                         ========    ========





                 See accompanying note to financial statements.




<PAGE>


                              GENERAL DEVICES, INC.
                          NOTE TO FINANCIAL STATEMENTS
                             MARCH 31, 1999 AND 1998
                                   (UNAUDITED)

1.   Basis of Presentation
     ---------------------

The accompanying  unaudited financial  statements of General Devices,  Inc. (the
"Company")  as of March 31, 1999 and for the three month periods ended March 31,
1999 and  1998  reflect  all  material  adjustments  consisting  of only  normal
recurring  adjustments which, in the opinion of management,  are necessary for a
fair  presentation of results for the interim periods.  Certain  information and
footnote disclosure required under generally accepted accounting principles have
been  condensed  or  omitted  pursuant  to  the  rules  and  regulations  of the
Securities  and  Exchange  Commission,  although the Company  believes  that the
disclosures are adequate to make the information presented not misleading. These
financial statements should be read in conjunction with the financial statements
and notes thereto  included in the Company's  Annual Report on Form 10-K for the
year  ended  December  31,  1998,  as filed  with the  Securities  and  Exchange
Commission.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Certain reclassifications  have  been  made to the prior years' financial state-
ments to conform to the current year's presentation.

The results of  operations  for the three month periods ended March 31, 1999 and
1998 are not necessarily indicative of the results to be expected for the entire
year or for any other period.




<PAGE>



Item 2 -                   Management's Discussion and Analysis of Financial
------
                           Condition and Results of Operations 
                           ------------------------------------------------- 

Results of Operations
---------------------

     Since 1993 the Company has  essentially  been inactive.  Prior to that time
the Company was  primarily  engaged in the  temporary  placement  of  technical,
clerical and computer  personnel.  The Company has  liquidated the assets of its
former business and is actively seeking an acquisition with the goal of becoming
an operating business.

     General  and  administrative   expenses  in  both  periods  presented  were
principally  comprised of consulting  and transfer agent fees and general office
expenses.

Liquidity and Capital Resources
-------------------------------

     At  March  31,  1999  the  Company  had cash  and net  working  capital  of
approximately $100,000.  Management believes that the Company's cash is adequate
for its business  activities  and for the costs of seeking an  acquisition of an
operating business.

Year 2000 Matters
-----------------

     The Year 2000 Issue is the result of computer  programs being written using
two digits rather than four to define the applicable  year. Any of the Company's
computer programs that have  time-sensitive  software may recognize a date using
"00" as the year 1900 rather than 2000.  Miscalculations could cause disruptions
of operations,  including,  among other things, a temporary inability to process
transactions or engage in similar normal business activities.

     Management  has  determined   that  the  Year  2000  Issue  will  not  pose
significant  operational problems for its internal computer systems. The Company
uses "off the shelf" accounting  software to maintain its accounting system. All
of these software applications are already Year 2000 compliant.



<PAGE>



PART II  - OTHER INFORMATION
-------    -----------------

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

     (a)          Exhibits
                  --------

                  (27)       Financial Data Schedule for the three months ended
                             March 31, 1999.

     (b)          Reports on Form 8-K
                  -------------------

                  On February  25,  1999,  the Company  filed Form 8-K reporting
                  a change in control on February 17, 1999, when, in a privately
                  negotiated  transaction, the  Company  sold   5,035,579  newly
                  issued shares to three investors.





<PAGE>


                                   SIGNATURES


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

                                                    GENERAL DEVICES, INC.



Dated: May 12, 1999                            By: /s/ Theodore A. Raymond 
                                                   ----------------------------
                                                   Theodore A. Raymond
                                                   President