U.S. 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:    June 30, 2000
                                           --------------

                                       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.)


              376 Main Street, P.O. Box 74, Bedminster, NJ 07921
            --------------------------------------------------------
                    (Address of principal executive offices)


                                 (908) 234-1881
                       ----------------------------------
                           (Issuer's telephone number)

             215 W. Church Road, Room 300, King of Prussia, PA 19406
            ----------------------------------------------------------
              (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 July 31, 2000, the issuer had 9,980,074 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)

                                                                     June 30,
                                                                       2000
                                                                    ----------

Assets
------
Current assets:
  Cash                                                              $   4,522
                                                                    ---------
    Total current assets                                            $   4,522
                                                                    =========

Liabilities and Shareholders' Deficit
-------------------------------------
Current liabilities:
  Accrued expenses                                                  $   9,059
                                                                    ---------
    Total liabilities                                                   9,059
                                                                    ---------
Shareholders' deficit:
  Common stock $.01 par value 10,000,000
    shares authorized; 9,980,074 outstanding                           99,801
  Capital in excess of par value                                    2,022,031
  Accumulated deficit                                              (2,126,369)
                                                                    ---------

    Total shareholders' deficit                                    (    4,537)
                                                                    ---------

    Total liabilities and shareholders'
     deficit                                                        $   4,522
                                                                    =========
















                 See accompanying note to financial statements.

                                        2


<PAGE>



                              GENERAL DEVICES, INC.
                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

                                                            Three Months Ended
                                                                 June 30,
                                                          ---------------------
                                                           2000           1999
                                                          ------         ------

Revenues                                               $       -      $       -

General and
  administrative expenses                                 24,056         10,619
                                                       ---------      ---------

Loss before income taxes                              (   24,056)    (   10,619)

Income taxes                                                   -              -
                                                       ---------      ---------

Net loss                                              ($  24,056)    ($  10,619)
                                                       =========      =========

Basic and diluted net loss per share                  ($    .002)    ($    .001)
                                                       =========      =========

 Weighted average number of
  shares outstanding                                   9,980,074      9,980,074
                                                       =========      =========























                 See accompanying note to financial statements.

                                        3


<PAGE>



                              GENERAL DEVICES, INC.
                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

                                                             Six Months Ended
                                                                 June 30,
                                                           --------------------
                                                            2000         1999
                                                           ------       ------

Revenues                                                 $       -    $       -

General and
  administrative expenses                                   33,245       16,667
                                                         ---------    ---------

Loss before income taxes                                (   33,245)  (   16,667)

Income taxes                                                   240          200
                                                         ---------    ---------

Net loss                                                ($  33,485)  ($  16,867)
                                                         =========    =========

Basic and diluted net loss per share                    ($    .003)  ($    .002)
                                                         =========    =========

Weighted average number of
  shares outstanding                                     9,980,074    8,867,339
                                                         =========    =========























                 See accompanying note to financial statements.

                                        4


<PAGE>



                              GENERAL DEVICES, INC.
                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                                            Six Months Ended
                                                                 June 30,
                                                           --------------------
                                                            2000        1999
                                                           ------      ------
Cash flows from operating activities:
   Net loss                                              ($ 33,485)  ($ 16,867)
   Decrease in accrued liabilities                       (  25,684)          -
                                                          --------    --------
      Net cash used in operating activities              (  59,169)  (  16,867)
                                                          --------    --------

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

Net increase (decrease) in cash
      and cash equivalents                               (  59,169)     83,845

      Cash at beginning of period                           63,691       7,237
                                                          --------   ---------

      Cash at end of period                               $  4,522   $  91,082
                                                          ========   =========


Supplemental disclosures of cash flow information:

      Cash paid during the period for-
           Income taxes                                   $    240   $     200
                                                          ========   =========


















                 See accompanying note to financial statements.

                                        5


<PAGE>



                              GENERAL DEVICES, INC.
                          NOTE TO FINANCIAL STATEMENTS
                             JUNE 30, 2000 AND 1999

                                   (UNAUDITED)

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

     The accompanying  unaudited financial  statements of General Devices,  Inc.
(the  "Company")  as of June 30,  2000 and for the three  and six month  periods
ended June 30, 2000 and 1999 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 disclosures 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-KSB for the
year  ended  December  31,  1999,  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
statements to conform to the current year's presentation.

     The results of  operations  for the three and six month  periods ended June
30, 2000 and 1999 are not  necessarily  indicative of the results to be expected
for the entire year or for any other period.

                                       6


<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  all  periods  presented  were
principally  comprised of consulting,  legal and transfer agent fees and general
office expenses.

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

     At June 30, 2000 the Company had cash of $4,522. Current cash  requirements
will  not be  met  unless  additional  financing  is  provided  to the  Company.
Management is currently reviewing additional sources of financing.

                                        7


<PAGE>



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

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

           (27) Financial Data Schedule for the six months ended
                June 30, 2000.

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

           On June 8, 2000, the Company  filed an 8-K  reporting  that the Board
           of  Directors  of  the  Company  retained  Bederson  & Company,  LLP,
           Certified  Public  Accountants, as  its certifying accountant for the
           fiscal year ended December 31, 2000, replacing Cogen Sklar LLP.


                                        8


<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: August 10, 2000                           By: /s/ Theodore A. Raymond
                                                    -----------------------
                                                    Theodore A. Raymond
                                                    President

                                        9