UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006


                        Commission File Number 000-03125

                              GENERAL DEVICES, INC.
                              ---------------------
              (Exact Name of Small Business Issuer in Its Charter)


           Delaware                                             21-0661726
           ---------                                            ----------
(State or other Jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)


                               3 Trowbridge Drive
                            Bethel, Connecticut 06801
                            -------------------------
                    (Address of Principal Executive offices)

                                 (203) 798-1080
                                 --------------
                           (Issuer's Telephone Number)


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

  Indicate by check mark whether the registrant is a shell company (as defined
               in Rule 12b-2 of the Exchange Act). Yes [ ] No [X ]

State the number of shares outstanding of each of the issuer's classes of common
    equity as of the latest practicable date: 20,683,257 shares common stock
       (par value $0.0001 per share) outstanding as of November 10, 2006.



   Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X ]


<PAGE>

                                TABLE OF CONTENTS


                          PART I--FINANCIAL INFORMATION

                                                                            Page
                                                                            ----
Item 1: Financial Statements                                                  F1

Item 2: Management's Discussion and Analysis or Plan of Operation              3

Item 3: Controls and Procedures                                                7


                           PART II--OTHER INFORMATION

Item 1: Legal Proceedings                                                      8

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds            8

Item 3: Defaults Upon Senior Securities                                        8

Item 4: Submission of Matters to a Vote of Security Holders                    8

Item 5: Other Information                                                      8

Item 6: Exhibits                                                               8

Signatures                                                                     9















                                       2
<PAGE>


                          PART I--FINANCIAL INFORMATION

Item 1. Financial Statements




                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                            PAGE


CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2006 AND
DECEMBER 31, 2005                                                             F2

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005                                F3

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005                                 F4

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD ENDING SEPTEMBER 30, 2006                                      F5

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDING SEPTEMBER 30, 2006                                      F6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2006                                                      F7














                                       F1
<PAGE>
<TABLE>
<CAPTION>

                             GENERAL DEVICES, INC.

                          CONSOLIDATED BALANCE SHEETS

                                                                      Unaudited
                                             ASSETS                   30-Sep-06      31-Dec-05
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Current assets
Cash                                                                 $ 2,080,397    $   407,058
Accounts receivable (net of $16,100 allowance)                            98,757         82,949
Revenue in excess of billings                                            499,980        156,467
Prepaid expenses                                                          20,259         24,531
Inventory                                                                402,698         46,041
                                                                     -----------    -----------
Total current assets                                                   3,612,234        879,413

Property, plant and equipment                                            442,336         79,407

Long term advances and deposits                                           67,807         82,960
                                                                     -----------    -----------

Total assets                                                         $ 3,612,234    $   879,413
                                                                     ===========    ===========

                             LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable                                                     $   848,046    $   224,957
Dividends payable                                                        339,013           --
Deferred revenue                                                          20,307         33,671
Convertible notes payable - short term                                      --          200,000
Accrued liabilities                                                      741,620         48,017
Billings in excess of revenue                                            145,802
Current portion of long-term debt and notes payable                      138,748        138,748
                                                                     -----------    -----------
Total current liabilities                                              2,233,536        645,393

Other liabilities
Notes payable, less current portion                                       75,965        132,978
Notes payable to related parties                                         176,622        217,847
                                                                     -----------    -----------
Total other liabilities                                                  252,587        350,825
                                                                     -----------    -----------

Total liabilities                                                      2,486,123        996,218

Stockholders' equity (deficit)
Preferred stock: $.0001 par value; 40,000,000 shares authorized;
22,043,862 and 6,263,702 shares issued and outstanding                     2,204            626
Common stock: $.0001 par value; 100,000,000 shares authorized;
20,683,257 and 19,001,152 shares issued and outstanding                    2,068          2,000
Additional paid-in capital                                             7,496,470      3,300,000
Accumulated deficit                                                   (6,374,631)    (3,419,431)
                                                                     -----------    -----------
Total stockholders' equity (deficit)                                   1,126,111       (116,805)
                                                                     -----------    -----------

Total liabilities and stockholders' equity (deficit)                 $ 3,612,234    $   879,413
                                                                     ===========    ===========
</TABLE>

See notes to consolidated financial statements.

                                       F2
<PAGE>

                             GENERAL DEVICES, INC.

                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                  Three months ended
                                                     September 30,
                                             ----------------------------
                                                 2006            2005
                                             ------------    ------------
Revenues
Contract revenues earned                     $  1,454,797    $    565,601
Sales and service revenues                        102,581          48,672
                                             ------------    ------------
Total revenues                                  1,557,378         614,273

Cost of sales                                   1,086,682         384,936
                                             ------------    ------------

Gross profit (loss)                               470,696         229,337

Operating expenses
Salaries and wages                                413,604         147,781
General and administrative expenses               928,296         349,055
Depreciation expense                               17,926           1,150
                                             ------------    ------------
Total operating expenses                        1,359,826         497,986
                                             ------------    ------------

Loss from operations                             (889,130)       (268,649)

Interest income and expense
Interest income                                    20,364            --
Interest (expense)                                 (4,315)        (33,357)
                                             ------------    ------------
Total other income and expenses                    16,049         (33,357)
                                             ------------    ------------

Net loss before income taxes                     (873,081)       (302,006)

Provision for income tax benefit                     --              --
                                             ------------    ------------

Net loss                                     $   (873,081)   $   (302,006)
                                             ============    ============

Basic and diluted loss per common share      $      (0.05)   $      (0.02)

Weighted average common shares outstanding     20,942,857      19,001,152




See notes to consolidated financial statements.

                                       F3
<PAGE>

                             GENERAL DEVICES, INC.

                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                   Nine months ended
                                                     September 30,
                                             ----------------------------
                                                 2006            2005
                                             ------------    ------------
Revenues
Contract revenues earned                     $  2,902,053    $  1,191,339
Sales and service revenues                        326,336         211,963
                                             ------------    ------------
Total revenues                                  3,228,389       1,403,302

Cost of sales                                   2,502,275       1,011,696
                                             ------------    ------------

Gross profit                                      726,114         391,606

Operating expenses
Salaries and wages                              1,217,026         270,213
General and administrative expenses             2,143,819         920,343
Depreciation expense                               41,626           3,150
                                             ------------    ------------
Total operating expenses                        3,402,471       1,193,706
                                             ------------    ------------

Loss from operations                           (2,676,357)       (802,100)

Interest income and expense
Interest income                                    63,930               6
Interest (expense)                                (43,541)        (57,194)
                                             ------------    ------------
Total other income and expenses                    20,389         (57,188)
                                             ------------    ------------

Net loss before income taxes                   (2,655,968)       (859,538)

Provision for income tax benefit                     --              (250)
                                             ------------    ------------

Net loss                                     $ (2,655,968)   $   (859,538)
                                             ============    ============

Basic and diluted loss per common share      $      (0.14)   $      (0.05)

Weighted average common shares outstanding     20,880,722      19,001,152




See notes to consolidated financial statements.

                                       F4
<PAGE>
<TABLE>
<CAPTION>

                             GENERAL DEVICES, INC.

      UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
           FOR THE PERIOD FROM JANUARY 1, 2006 TO SEPTEMBER 30, 2006

                                                       Preferred Stock                        Common Stock
                                                            Shares             Amount            Shares             Amount
                                                       ---------------    ---------------   ---------------    ---------------
<S>                                                    <C>                <C>               <C>                <C>
Balance January 1, 2006                                      6,263,702    $           626        19,001,152    $         1,900

Issuance of Series B preferred stock                        15,780,160              1,578              --                 --
Costs of issuance                                                 --                 --                --                 --
Stock issued on note conversion                                   --                 --             341,050                 34
Stock issued on note conversion                                   --                 --             341,050                 34
Stock issued for purchase of GDI & recapitalization               --                 --           1,000,005                100
Warrants and options issued for services                          --                 --                --                 --
Preferred stock dividend                                          --                 --                --                 --
Net loss for the period                                           --                 --                --                 --
                                                       ---------------    ---------------   ---------------    ---------------
Balance September 30, 2006                                  22,043,862    $         2,204        20,683,257    $         2,068
                                                       ===============    ===============   ===============    ===============


                                                          Additional        Accumulated
                                                       Paid-in Capital        Deficit             Total
                                                       ---------------    ---------------    ---------------
Balance January 1, 2006 (restated)                     $     3,300,100    $    (3,419,431)   $      (116,805)

Issuance of Series B preferred stock                         5,009,392               --            5,010,970
Costs of issuance                                             (568,629)              --             (568,629)
Stock issued on note conversion                                 99,966               --              100,000
Stock issued on note conversion                                 99,966               --              100,000
Stock issued for purchase of GDI & recapitalization           (600,100)              --             (600,000)
Warrants and options issued for services                       155,775               --              155,775
Preferred stock dividend                                          --             (299,232)          (299,232)
Net loss for the period                                           --           (2,655,968)        (2,655,968)
                                                       ---------------    ---------------    ---------------
Balance September 30, 2006                             $     7,496,470    $    (6,374,631)   $     1,126,111
                                                       ===============    ===============    ===============
</TABLE>












See notes to consolidated financial statements.

                                       F5
<PAGE>
<TABLE>
<CAPTION>

                             GENERAL DEVICES, INC.

                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                               Nine months ended
                                                                                 September 30,
                                                                          --------------------------
                                                                              2006           2005
                                                                          -----------    -----------
<S>                                                                       <C>            <C>
Cash flows from operating activities:
    Net loss                                                              $(2,655,968)   $  (859,538)
    Adjustments to reconcile net loss to
      net cash used in operations:
    Stock issued for services and interest
    Warrants and options issued for services                                  155,775        101,920
    Depreciation expense                                                       41,626          3,150
    Bad debt allowance                                                           --          (18,178)
    Changes in operating assets and liabilities:
      Accounts receivable                                                     (15,808)      (318,639)
      Loans receivable                                                          2,029        (31,132)
      Revenue and costs in excess of billings                                (343,513)        22,360
      Prepaid expenses                                                          4,272        (60,537)
      Inventory                                                              (356,657)        (3,871)
      Security deposits                                                        13,124
      Accounts payable and accrued liabilities                              1,017,799         27,623
      Deferred revenue                                                        (13,364)        44,895
      Billings in excess of revenue and costs                                 145,802        262,085
      Dividends payable                                                       339,013
      Customer advances                                                          --          (30,362)
                                                                          -----------    -----------
Net cash used in operating activities                                      (1,665,870)      (860,224)

Cash flows from investing activities:
    Purchase of fixed assets                                                 (404,555)        (8,344)
                                                                          -----------    -----------
Net cash used by investing activities                                        (404,555)        (8,344)

Cash flows from financing activities:
    Acquisition of shell company                                             (600,000)          --
    Proceeds from notes payable                                                  --          943,537
    Repayments of notes payable                                               (57,352)       (51,500)
    Repayments of notes payable to related parties                            (41,225)
    Proceeds from issuance of preferred stock                               5,010,970           --
    Costs of issuance of preferred stock                                     (568,629)          --
                                                                          -----------    -----------
Net cash provided by financing activities                                   3,743,764        892,037
                                                                          -----------    -----------

Increase in cash and cash equivalents                                       1,673,339         23,469

Cash and cash equivalents, beginning of period                                407,058         11,958
                                                                          -----------    -----------
Cash and cash equivalents, end of period                                  $ 2,080,397    $    35,427
                                                                          ===========    ===========

Supplemental disclosures of cash flow information:
    Cash paid for interest                                                $    48,265    $    57,194
                                                                          ===========    ===========
    Cash paid for income taxes                                            $      --      $       250
                                                                          ===========    ===========
Supplemental disclosures of noncash investing and financing activities:
    Conversion of note to stock                                           $   200,000    $   200,000
                                                                          ===========    ===========
</TABLE>

See notes to consolidated financial statements.

                                       F6
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:
-------------------------------------------

1.   BASIS OF PRESENTATION

The  condensed   consolidated   balance  sheets  of  General  Devices  Inc.  and
subsidiaries  ("GDI",  the  "Company) as of September  30, 2006 and December 31,
2005, the condensed consolidated statements of operations for the three and nine
month periods  ended  September  30, 2006 and 2005,  the condensed  consolidated
statement  of  stockholders'  equity  (deficit)  for the nine month period ended
September 30, 2006 and the condensed  consolidated  statements of cash flows for
the nine months ended  September  30, 2006 and 2005,  have been  prepared by the
Company without audit. In the opinion of management,  the information  contained
herein  reflects  all  adjustments  necessary  to make the  presentation  of the
Company's condensed financial position, results of operations and cash flows not
misleading.  All  such  adjustments  are  of a  normal  recurring  nature.  This
quarterly  report gives effect to the  Company's  reverse  merger with  Aduromed
Corporation  ("Aduromed")  on  January  23,  2006 (the  "Merger").  As a result,
Aduromed  became a wholly owned  subsidiary of GDI. The transaction is accounted
for as a recapitalization of Aduromed,  commonly referred to as a reverse merger
with  Aduromed  being  the  accounting  acquirer.  Consequently,  the  financial
statements prior to January 23, 2006 are essentially the financial statements of
Aduromed with the adopted capital structure of GDI.

The accompanying  condensed consolidated financial statements do not contain all
of the information and disclosures  required by accounting  principles generally
accepted in the United States of America and should be read in conjunction  with
the  consolidated  financial  statements  and  related  notes  included  in  the
Company's  annual  report on Form 10-KSB for the fiscal year ended  December 31,
2005.


2.   BUSINESS DESCRIPTION - ORGANIZATION

Aduromed  became the wholly owned  subsidiary of GDI following the Merger and is
GDI's sole operating unit. Aduromed designs,  fabricates and installs systems to
treat regulated  medical waste on site. Its principal  products are the Aduromed
MedClean(TM) series systems.

Aduromed provides MedClean(TM) systems to hospitals and other medical facilities
as  efficient,   safe,   cost-effective  and   legally-compliant   solutions  as
alternatives to incineration or off-site hauling of untreated  medical waste and
to other types of alternative treatment technologies and methodologies.









                                       F7
<PAGE>

2.   BUSINESS DESCRIPTION - ORGANIZATION (Continued)

Pursuant to the terms of the Merger, each holder of a share of Aduromed's common
stock  (par value  $0.01 per share)  became  entitled  to 1.795  shares of GDI's
Common Stock, and each holder of Aduromed's  series A preferred stock (par value
$0.01 per share)  became  entitled to 1.795  shares of GDI's  Series A Preferred
Stock. In addition,  warrants  previously  issued to certain Aduromed  Preferred
Holders  entitling  them to purchase a total of 3,489,527  shares of  Aduromed's
common  stock at $0.68 per share were  converted  into GDI  warrants  ("Series A
Investor  Warrants")  to  purchase  6,263,700.97  shares of GDI Common  Stock at
$0.37883 per share.

Pursuant  to the  Merger,  all  warrants  issued by  Aduromed  then  outstanding
("Aduromed Warrants") were converted into warrants issued by GDI to purchase GDI
shares of Common Stock at a conversion  rate of 1.795 shares of GDI Common Stock
for each share covered by the Aduromed Warrants with an exercise price per share
reduced by a corresponding  factor of 1.795. The  modifications of these options
did not result in any additional stock compensation expense under FAS 123 (R).

Under the terms of the Merger,  GDI agreed to assume the obligations of Aduromed
under the securities purchase agreement, dated as of September 30, 2005, between
the  Aduromed  Preferred  Holders  and  Aduromed  as amended by the  Amended and
Restated  Securities  Purchase  Agreement  dated as of January  23,  2006;  and,
pursuant  thereto,  on January 23, 2006 the Company issued  15,780,160 shares of
GDI  Series B  Preferred  Stock and  15,780,160  warrants  ("Series  B  Investor
Warrants"),  each to purchase  15,780,160 shares of GDI Common Stock at $0.31754
and  $0.37883 per share,  respectively,  to the  Aduromed  Preferred  Holders in
consideration  for their  investing an  additional  $5,010,970.04  in GDI.  (The
Series A Investor  Warrants and the Series B Investor  Warrants are  hereinafter
referred to collectively, as the "Investor Warrants".)


3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

EARNINGS (LOSS) PER COMMON SHARE

The net  earnings  (loss) per common  share is computed by dividing the net loss
for the period by the  weighted  average  number of shares  outstanding  for the
period.  Outstanding  warrants  and  options  for the nine month  period  ending
September 30, 2006 and 2005 amounting to 40,773,639 and 11,709,593  respectively
were not included in the  calculation  for net loss per common share  because it
would be antidilutive.

Outstanding  Preferred A and B class of stock and the common  stock  equivalents
for the nine month  period  ending  September  30,  2006 and 2005  amounting  to
22,043,859  and 6,263,702  respectively  shares  associated  with the conversion
feature of both classes of Preferred  stock were not included in the calculation
for net loss per common share as it would be antidilutive.

The numerator and denominator  used in the basic and diluted earnings (loss) per
share of common stock computations are presented in the following table:









                                       F8
<PAGE>
<TABLE>
<CAPTION>

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

EARNINGS (LOSS) PER COMMON SHARE (Continued)

                                                              Nine months ended               Three months ended
                                                             2006            2005            2006            2005
                                                         ------------    ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>             <C>
NUMERATOR FOR BASIC AND DILUTED EPS (LPS)
Net loss per statement of operations                     $ (2,655,968)   $   (859,538)   $   (873,081)   $   (302,006)
Dividend payable to preferred stockholders                   (299,232)           --          (105,000)           --
                                                         ------------    ------------    ------------    ------------
Net loss to common stockholders                          $ (2,955,200)   $   (859,538)   $   (978,081)   $   (302,006)
                                                         ============    ============    ============    ============

DENOMINATOR FOR BASIC AND DILUTED EPS (LPS)
   Weighted average shares of common stock outstanding     20,880,722      19,001,152      20,942,857      19,001,152


Basic and diluted EPS (LPS)                              $      (0.14)   $      (0.05)   $      (0.05)   $      (0.02)
                                                         ------------    ------------    ------------    ------------
</TABLE>


USE OF ESTIMATES

     The preparation of the  accompanying  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  amounts of  expenses  during the
reporting periods. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

     The Company considers all highly liquid debt instruments  purchased with an
original maturity of three months or less to be cash equivalents.

CONTROL BY PRINCIPAL STOCKHOLDERS

     The directors,  executive officers and their affiliates or related parties,
own beneficially  and in the aggregate,  the majority of the voting power of the
outstanding  shares  of the  common  stock  of  the  Company.  Accordingly,  the
directors,  executive officers and their affiliates,  if they voted their shares
uniformly,  would have the  ability to control the  approval  of most  corporate
actions,  including  increasing the authorized  capital stock of the Company and
the dissolution, merger or sale of the Company's assets.









                                       F9
<PAGE>

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     DEPENDENCE ON PRINCIPAL CUSTOMER

     One principal customer,  Aramark is projected to represent up to 60% of our
revenues for the year 2006.  For the nine months ended  September  30, 2006,  we
recognized  approximately  $1,190,000  or 37% of total  revenue in revenue  from
Aramark.  In 2005,  this one customer  accounted  for  approximately  40% of our
revenues.  The loss of our principal  customer would have a significant  adverse
impact on our business.

     ACCOUNTS RECEIVABLE

     The Company  maintains an accounts  receivable  ledger to track amounts due
from   individual    customers.    The   Company   continuously   monitors   the
creditworthiness  of its customers and has  established an allowance for amounts
that may be uncollectible  in the future based on current  economic  conditions,
historical  payments  and  specific  customer  related  collection  issues.  The
allowance  for bad debts was $16,100 as of  September  30, 2006 and December 31,
2005.

     PROPERTY, PLANT AND EQUIPMENT

     The Company has property,  plant and equipment that consist of automobiles,
computers and related  accessories,  and office  furniture.  The depreciation is
calculated  using the straight  line method over the life of the  property.  All
property  currently held has a useful life of 3 to 10 years. The following table
summarizes these assets as of September 30, 2006 and December 31, 2005:

                                          September 30,   December 31,
                                               2006            2005
                                          -------------   ------------
Vehicles                                         41,338         41,338
Office Furniture                                177,909         19,448
Computers and Accessories                       161,052         32,955
Leasehold Improvements                          117,997
Construction in Progess                            --             --
                                          -------------   ------------
                                                498,296         93,741
Accumulated Depreciation                         55,960         14,334
                                          -------------   ------------
                                                442,336         79,407
                                          =============   ============


     INVENTORY

     The Company maintains an inventory,  which consists  primarily of component
parts,  spare parts and disposable goods. The inventory,  using the average cost
method,  was $402,698 and $46,041 as of September 30, 2006 and December 31, 2005
respectively and is stated at the lower of cost or market.

The  following  table  summarizes  these  assets as of  September  30,  2006 and
December 31, 2005:

                                    September 30, 2006   December 31, 2005
                                    ------------------   ------------------
Components & spare parts            $           34,026   $           16,919
Consumables                                    182,189               29,122
Inventory down payments                        186,483                 --
Total Inventory                     $          402,698   $           46,041


BUSINESS COMBINATION

On  January  23,  2006,  Aduromed  became  the wholly  owned  subsidiary  of GDI
following the Merger and is GDI's sole operating unit.





                                      F10
<PAGE>

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     REVENUE RECOGNITION

     The Company recognizes  revenues from fixed-price and modified  fixed-price
construction type contracts on the percentage-of-completion  method, measured by
the  percentage  of cost  incurred  to date to  estimated  total  cost  for each
contract.  That method is used because management considers total cost to be the
best  available  measure of  progress  on the  contracts.  Because  of  inherent
uncertainties in estimating  costs, it is at least reasonably  possible that the
estimates used will change within the near term. The Company typically bills 25%
of the contract at signing,  50% upon delivery of components,  and the final 25%
upon completion of installation and start-up.

     Contract  costs  include  all  direct  material  and labor  costs and those
indirect   costs  related  to  contract   performance.   Selling,   general  and
administrative  costs  are  charged  to  expense  as  incurred.  Provisions  for
estimated  losses on uncompleted  contracts are made in the period in which such
losses are determined. Changes in job performance, job conditions, and estimated
profitability may result in revisions to costs and income,  which are recognized
in the period in which the  revisions are  determined.  Changes in estimated job
profitability resulting from job performance,  job conditions,  contract penalty
provisions, claims, change orders, and settlements, are accounted for as changes
in estimates in the current period.

     The Company  provides a one year  warranty on the systems it installs.  The
Company  also  obtains a one year  warranty  on the system  components  from the
component   manufacturer,   thereby   mitigating   potential   warranty   costs.
Accordingly, the Company has accrued no reserve for warranty. After the warranty
term expires the Company offers a maintenance  agreement of one or more years to
the customer. The Customer is billed for, and pays for the maintenance agreement
in advance.  Revenues from such  maintenance  agreements are recognized  ratably
over the lives of the  maintenance  agreements,  with the  excess of the  amount
collected over the amount recognized as deferred revenue.  At September 30, 2006
and  December  31, 2005 the Company had $20,307 and $33,671 in deferred  revenue
from maintenance agreements.

     Revenues from the sale of accessories,  repairs and  replacement  parts are
recognized when the goods are shipped to the customer in accordance with a valid
order agreement.  The order agreement specifies delivery terms and pricing,  and
is considered to reasonably assure collection from the customer.

LOANS RECEIVABLE

The Company has advanced  money to employees.  These loans have no set repayment
schedule.  The loans receivable  totaled $49,818 and $51,847 as of September 30,
2006 and December 31, 2005, respectively.









                                      F11
<PAGE>
<TABLE>
<CAPTION>

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

CONSTRUCTION CONTRACTS

The Company entered into  construction type contracts to furnish and install its
systems in  hospitals.  There were five  outstanding  contracts at September 30,
2006 and one  outstanding  contract at December 31, 2005.  The  following  table
summarizes these outstanding contracts:

             Contract        Revenue      Amounts           Revenues in        Billings in excess
              Amount       Recognized     Billed        excess of Billings         of Revenues
             --------      ----------     ------        ------------------         -----------
<S>          <C>           <C>            <C>           <C>                    <C>
     Outstanding contracts at September 30, 2006
               500,000        450,471       500,000                   --                   49,529
             1,327,930        626,758       331,983                294,775                   --
             1,976,894      1,261,429     1,307,733                   --                   46,304
               648,223        598,254       648,223                   --                   49,969
               993,544        453,591       248,386                205,205                   --
                                                        ------------------     ------------------
                                                                   499,980                145,802
                                                        ==================     ==================
     Outstanding contracts at December 31, 2005
             1,327,930       488,450       331,983                 156,467                   --
                                                        ------------------     ------------------
                                                                   156,467                   --
                                                        ==================     ==================
</TABLE>


NOTES PAYABLE - SHORT-TERM

The Company had notes payable to two individuals  totaling  $200,000.  The notes
bore interest at 1% per month and were  convertible  into 682,100  shares of the
Company's common stock. The note holders  exercised their conversion  options on
January 31, 2006.

In connection with the acquisition of an interest in Aduromed's predecessor,  3%
of sales are due to two  individuals  on a quarterly  basis through 2005.  These
obligations  have been converted to notes payable.  These notes bear no interest
and have no maturity  date.  These notes  payable were $129,300 on September 30,
2006 and  December  31,  2005.  The  Company  intends to settle  these  notes by
December 31, 2006.

NOTES PAYABLE - LONG-TERM

The Company has a note payable to a bank.  The note is personally  guaranteed by
an officer of the  Company,  bears  interest at the bank's prime  interest  rate
adjusted quarterly (8.25% at September 30, 2006 and 7.25% at December 31, 2005).
The balance of $50,000 is due in 2012.

The Company has a note payable on a capital lease due to a third party. The note
bears interest at 11.8%,  requires  payments of $434 per month through September
2008 and is  secured  by the  equipment  purchased.  The  balance of the note at
September 30, 2006 and December 31, 2005 was $9,230 and $12,168, respectively.









                                      F12
<PAGE>

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NOTES PAYABLE - LONG-TERM

The Company has a note payable on a vehicle  purchase due to a third party.  The
note  bears  interest  at 5.85%,  requires  payments  of $591 per month  through
November 2010 and is secured by the purchased  vehicle.  The balance on the note
at  September   30,  2006  and  December  31,  2005  was  $26,183  and  $30,257,
respectively.

NOTES PAYABLE TO RELATED PARTIES

There is an  outstanding  note  payable to a  shareholder.  The note bears a 12%
interest  rate and matured on December  15,  2003.  Both  parties have entered a
verbal  agreement  to extend the  maturity  date on this note  indefinitely.  No
accrued  interest has been paid on this note to date.  The following  summarizes
the balances due on September 30, 2006 and December 31, 2005:

                                         September 30,   December 31,
                                              2006            2005
                                         -------------   -------------
     Principal                           $      97,500   $      97,500
     Accrued Interest                           79,122          70,347
                                         -------------   -------------
     Total                               $     176,622   $     167,847
                                         =============   =============


     On March 31, 2006, the Company repaid an outstanding note of $50,000 to the
parents of a former director of the Company.















                                      F13
<PAGE>

4.   LEASE COMMITMENTS

The Company  leases office  equipment and vehicles under  operating  leases with
terms ranging from 13 months to 42 months. The annual  non-cancelable  operating
lease payments on equipment and vehicles are as follows:

                      2006            $    22,172
                      2007                 17,640
                      2008                 15,600
                      2009                  3,213
                      2010                   --
                Thereafter                   --
                                      -----------
                                      $    58,625
                                      ===========


The Company  entered into a lease agreement for 11,856 square feet of office and
operations space in Bethel, Connecticut.  Rent commenced on May 1, 2006 and will
initially  be at a cost of $8,151 per month plus taxes and  certain  other fees.
The straight  line monthly  expense in  accordance  with SFAS 13 is $9,045.  The
lease is for a ten year term with two  subsequently  renewable  five year terms.
The annual non-cancelable lease payments subject to this lease are:

                      2006            $    65,208
                      2007                 97,812
                      2008                 99,788
                      2009                102,752
                      2010                105,716
                Thereafter                614,141
                                      -----------
                                      $ 1,085,417
                                      ===========


5.   PREFERRED STOCK

On January 23, 2006,  pursuant to the terms of the Merger, the former holders of
3,489,527 shares of Aduromed's  series A preferred stock of (par value $0.01 per
share)became  holders of all 6,263,702 shares of the Company's designated Series
A Preferred Stock (par value $0.0001)plus  warrants to purchase 6,263,702 shares
of the Company's common stock.

Concurrent with the Merger,  the Company sold 15,780,160 shares of the Company's
newly-designated  Series B Preferred  Stock (par value  $0.0001),  plus Series B
Preferred  Warrants  to  purchase  an  aggregate  of  15,780,160  shares  of the
Company's common stock for $5,010,970.

Both series of preferred stock require the payment of dividends at 6% per annum.

Each share of Series A  Preferred  Stock and Series B  Preferred  Stock shall be
convertible,  at the option of the holder  thereof  upon  exercise,  without the
payment  of  additional  consideration,  into  such  number  of  fully  paid and
nonassessable shares of Common Stock as is determined by dividing the price paid
for each  share  of  Series A  Preferred  Stock  and  Series B  Preferred  Stock
($0.31755) by the  conversion  price (the original  purchase  price,  subject to
adjustment,  among other things,  for the issuance of any shares of Common Stock
at a price  below the price  paid for the Series A  Preferred  Stock or Series B
Preferred  Stock).  Under  certain  circumstances  the  Company  may  cause  the
conversion of all, but not less than all, of the Series A Preferred Stock and/or
the Series B Preferred  Stock into Common Stock  provided that the closing price
of the Common Stock has exceeded the conversion  price of the Series A Preferred
or the Series B Preferred  Stock, as the case may be, by four times for at least
twenty (20) trading days in a period of thirty (30) consecutive trading days.


                                      F14
<PAGE>
<TABLE>
<CAPTION>

6.   COMMON STOCK

On January 23,  2006,  pursuant to the Merger  Agreement  the former  holders of
Aduromed's  10,965,600  outstanding  shares of common stock (par value $0.01 per
share)  became  the  holders  of  19,683,254  shares of common  stock (par value
$0.0001) of the 20,942,857 outstanding shares of the Company's common stock.


On  January  31,  2006,  682,100  shares  of  common  stock  were  issued to two
convertible  note holders who  converted  the full value of their notes at $0.29
per share for a value of $200,000.


7.   STOCK OPTIONS AND WARRANTS

The  Company  has  issued  detachable  warrants  along  with  convertible  notes
throughout 2005 to obtain bridge financing.  The estimated value of the warrants
has been added to  paid-in-capital  and  amortized to interest  expense over the
lives of the loans.

The Company has adopted SFAS 123(R) for the accounting of employee stock options
issued  during 2005.  Therefore,  the estimated  value of the options  issued is
amortized to compensation expense over their requisite service periods.

Stock option and warrant  transactions  are  summarized as of September 30, 2006
and December 31, 2005 as follows:

                                           Stock Options                    Warrants
                                           -------------                    --------
                                  September 30,   December 31,    September 30,   December 31,
                                  -------------   -------------   -------------   -------------
                                       2006            2005            2006            2005
                                       ----            ----            ----            ----
<S>                               <C>             <C>             <C>             <C>
Outstanding - beginning of year      10,477,774       5,393,975      11,861,319       4,161,618
Granted                                 450,000       5,721,024      17,984,546       8,956,201
Exercised                                  --              --              --              --
Forfeited                                  --           637,225            --         1,256,500
                                  -------------   -------------   -------------   -------------
Outstanding - end of period          10,927,774      10,477,774      29,845,865      11,861,319
                                  =============   =============   =============   =============
</TABLE>

The  following  table  provides   certain   information   with  respect  to  the
above-referenced stock options and warrants outstanding at September 30, 2006:

                   Number          Exercise          Average          Average
                 Exercisable     Price Range     Exercise Price    Life in Years
                 -----------    -------------    --------------    -------------
     Options      10,927,774    $0.05 - $0.55         $0.10             7.0
     Warrants     29,845,865    $0.05 - $0.56         $0.39             5.0


                                      F15
<PAGE>

7.   STOCK OPTIONS AND WARRANTS (Continued)

The  following  table  provides   certain   information   with  respect  to  the
above-referenced stock options and warrants exercisable at September 30, 2006:

                   Number          Exercise          Average          Average
                 Exercisable     Price Range     Exercise Price    Life in Years
                 -----------    -------------    --------------    -------------
     Options       5,453,808    $0.05 - $0.13         $0.08             5.3
     Warrants     29,845,865    $0.05 - $0.56         $0.39             5.0


The  estimated  fair  values at date of grant were $.15 to $.42 for the  options
granted above, using the Black-Scholes option valuation model with the following
assumptions:

              Expected life in years                      3 - 10
              Interest rate                             4.75% - 6%
              Volatility                                0.01% - 5%
              Dividend yield                                0%

Pursuant  to the  Merger,  all  warrants  issued by  Aduromed  then  outstanding
("Aduromed Warrants") were converted into warrants issued by GDI to purchase GDI
shares of Common Stock at a conversion  rate of 1.795 shares of GDI Common Stock
for each share covered by the Aduromed Warrants with an exercise price per share
reduced by a corresponding  factor of 1.795. The  modifications of these options
did not result in any additional stock compensation expense under FAS 123 (R).

8.   CONTINGENCIES

GDI has an obligation to file a Registration Statement to register the following
securities:  the  shares of Common  Stock  into  which the Series A and Series B
shares may be converted;  the Series A and Series B Preferred Warrants;  and the
shares of common stock which would be issued by the exercise of these  warrants.
These  securities are held by the Investor Group in consequence of the Merger on
January 23, 2006. Since GDI was unable to cause this  Registration  Statement to
become  effective  by May 24,  2006,  it is required to pay the  Investor  Group
liquidated damages of 1-1/2% per month of the funds it received for the purchase
of the Series A  Preferred  Stock and the  Series B  Preferred  Stock  until the
Registration  Statement is effective.  This could cost the Company approximately
$105,000  per month each month  until such  Registration  Statement  is declared
effective.  Through  September 30, 2006, we have accrued  $444,500 in liquidated
damages.









                                      F16
<PAGE>

Item 2. Management's Discussion and Analysis

Forward Looking Statements

     The  Company  is  including  the  following  cautionary  statement  in this
Quarterly Report on Form 10-QSB for any  forward-looking  statements made by, or
on behalf  of,  the  Company  including  its  wholly-owned  subsidiary  Aduromed
Corporation.  Forward-looking  statements include  statements  concerning plans,
objectives,  goals,  strategies,  future events or  performance  and  underlying
assumptions and other  statements  which are other than statements of historical
facts.  Certain statements  contained herein are forward-looking  statements and
accordingly  involve risks and uncertainties which could cause actual results or
outcomes  to differ  materially  from  those  expressed  in the  forward-looking
statements.  Our  expectations,  beliefs and  projections  are expressed in good
faith and are  believed  by us to have a  reasonable  basis,  including  without
limitation,  management's  examination  of  historical  operating  trends,  data
contained in our records and other data available from third parties,  but there
can be no assurance that management's  expectation,  beliefs or projections will
result or be achieved or accomplished.  In addition to other factors and matters
discussed  elsewhere  herein,  the following are important  factors that, in our
view,  could cause actual results to differ  materially  from those discussed in
the  forward-looking  statements:  technological  advances  by our  competitors,
changes in health care  reform,  including  reimbursement  programs,  changes to
regulatory requirements relating to environmental approvals for the treatment of
infectious  medical  waste,  capital  needs to fund any delays or  extensions of
development programs,  delays in the manufacture of new and existing products by
us or third party  contractors,  market acceptance of our products,  the loss of
any key  employees,  delays  in  obtaining  federal,  state or local  regulatory
clearance  for  new  installations  and  operations,   changes  in  governmental
regulations,  availability of capital on terms satisfactory to us and continuing
good  relations with Aramark  Corporation.  We are also subject to numerous Risk
Factors relating to manufacturing, regulatory, financial resources and personnel
as described in the  Company's  annual report on Form 10-KSB for its fiscal year
ended  December 31, 2005,  filed April 21,  2006,  as amended by Form  10-KSB/A,
filed June 29, 2006, and Form 10-KSB/A,  filed June 30, 2006, and its Form SB-2,
filed March 24,  2006,  as amended by  amendment  No. 1 thereto on Form  SB-2/A,
filed May 12, 2006,  and as further  amended by amendment  No. 2 thereto on Form
SB-2/A,  filed August 14, 2006 and as further amended by amendment No. 3 thereto
on Form SB-2/A, filed October 17, 2006 and as further amended by amendment No. 4
thereto  on Form  SB-2/A,  filed  October  23,  2006 and as  further  amended by
amendment  No. 5  thereto  on Form  SB-2/A,  filed  November  9,  2006  with the
Securities  and Exchange  Commission.  We disclaim any  obligation to update any
forward-looking  statements to reflect  events or  circumstances  after the date
hereof.

Results of Operations

Three Months Ended  September 30, 2006 Compared to Three Months Ended  September
30, 2005

Net Revenue

     Total revenue for the three months ended  September 30, 2006 was $1,557,378
compared  with  $614,273  for the same period in 2005,  an increase of $943,105.
Contract revenue and product sales and service revenue increased by $889,196 and
$53,909 respectively.

     Revenue from our MedClean  product for the three months ended September 30,
2006 was  $1,454,797  and $565,601  for the same period in 2005,  an increase of
$889,196.  The increase in revenue was  attributable  to  activities on existing
contracts awarded earlier in the year with  installation  dates scheduled before
year end.

     Revenue  from  product  sales  and  services  for the  three  months  ended
September  30, 2006  increased  by $53,909 to $102,581  from $48,672 in the same
period of 2005. The revenue was  attributable to increased orders for consumable
products from  hospitals  that have  previously  purchased  our MedClean  system
compared to the same period last fiscal year.


                                       3
<PAGE>

Gross Profit (Loss)

     The gross profit for the three months ended September 30, 2006 was $470,696
compared  with a gross  profit  of  $229,337  for the same  period  in 2005,  an
increase of  $241,359.  The gross profit for the quarter was  attributable  to a
higher volume of business carrying lower profit margins.  Increased travel costs
and installation delays attributed to the lower margins.

     The components of costs of revenues for products include direct  materials,
shipping and rigging costs and contract labor primarily used to install,  repair
and maintain our equipment.


Operating Expenses

     Total operating expenses for the three months ended September 30, 2006 were
$1,359,826  compared  with  $497,986 for the same period in 2005, an increase of
$861,840.  The  increase  in  operating  expenses  for the  three  months  ended
September 30, 2006 was primarily a result of  increasing  the Company's  support
from  professional  service  providers  and  increasing  its staffing to satisfy
anticipated  growth  and  compliance  with  reporting  requirements  as a public
company.  The increases included salaries and wages for additional  personnel of
$265,823,  depreciation  on increased  capital  spending of $16,776,  travel and
entertainment  of $33,943  health and business  insurances of $51,855,  investor
relations,  audit and legal  expenses of  $115,047,  commissions  of $31,109 and
other  recurring  costs  amounting to $32,287 net.  Pursuant to the terms of the
Merger,  the Company accrued $315,000 in liquated  damages in the quarter,  as a
result of being  unable to register our stock by May 24, 2006 as  prescribed  in
the agreement.  Liquated damages accrue at 1 1/2% on the $7 million invested. To
date we have not registered the stock.

Interest (Income) Expense

     Interest  income for the  quarter  ended  September  30,  2006 was  $23,504
compared  to $0 for the same  period in 2005.  During the  quarter,  the Company
invested its excess cash in a money market account. As of September 30, 2006 the
interest rate was 3.71%. The Company had no investments for the same period last
year.

     Interest  expense for the three months ended  September 30, 2006 was $4,315
compared  with  $33,357 for the same period in 2005,  a decrease of $9,853.  The
interest expense was related to a decrease in loans which where either repaid or
converted to stock previously.

Net loss

     Net loss for the three  months  ended  September  30,  2006 was  $(873,081)
compared  to a net  loss  for the  three  months  ended  September  30,  2005 of
$(302,006).

Net Loss Attributable to Common Stockholders

     Net loss  attributable  to common  stockholders  for the three months ended
September  30,  2006 was  $(978,081)  or  $(0.05)  cents  per share  (basic  and
diluted),  compared to a net loss of  $(302,006) or $(0.02) per share (basic and
diluted) for the three months ended September 30, 2005.

     During the  quarter,  the Company  accrued  $315,000 in  dividends  with an
interest rate of 6% on  $7,000,000,  the total value  received for both series A
and B preferred stock.

Nine Months Ended September 30, 2006 Compared to Nine Months Ended September 30,
2005


                                       4
<PAGE>

Net Revenue

     Total  revenue  for the nine  months  ended  September  30,  2006 more than
doubled to $3,228,389  compared with  $1,403,302 for the same period in 2005. Of
the revenue  increase,  $1,710,714 was  attributable  to an increase of revenues
derived from sales of our MedClean  system and a $114,373  increase for the sale
of consumables,  component parts and service  contracts.  Contract backlog as of
September 30, 2006 was $2,056,088.

     Revenue from our MedClean  product for the nine months ended  September 30,
2006 was  $2,902,053 and $1,191,339 for the same period in 2005. The revenue was
attributable to increased activities on new contracts awarded earlier this year.

     As a result of our agreement with Aramark and the increased interest in our
product from quoting  activities with  independent  hospitals,  we estimate that
total revenue in 2006 will exceed revenues realized in 2005.

     Revenue  from  services  for the  nine  months  ended  September  30,  2006
increased by $114,373 or 54.0% to $326,336  from  $211,963 in the same period of
2005. The revenue was attributable to increased  orders for consumable  products
from hospitals that have  previously  purchased our MedClean  system compared to
the same period last fiscal year.

     Orders for the MedClean  system are  contracted  by purchase  order and are
billed in 3 increments.  Typically, we bill our customers for 25% of the contact
value at signing, 50% when the equipment is shipped to the customer and 25% upon
completion of  installation  and start-up.  Consumables  and component parts are
billed  when  shipped  and service  contracts  are  invoiced at the start of the
service period and revenue is pro-rated over the life of the contract.

Gross Profit

     The gross profit for the nine months ended  September 30, 2006 was $726,114
(22.5% of total  revenue)  compared  with a gross  profit of $391,606  (27.9% of
total  revenue)  for the same period in 2005,  an increase  of  $334,508.  Gross
profit was favorably  impacted by an increase in the activity level for the nine
months ended  September 30, 2006 as compared to the same period last year.  This
was offset by costs exceeding the prorated revenue on maintenance contracts.  We
anticipate an improvement in gross profit  throughout 2006 as more contracts are
awarded.

     The components of costs of revenues for products include direct  materials,
shipping and rigging costs and contract labor primarily used to install,  repair
and maintain our equipment.

Operating Expenses

     Total  operating  expenses for the nine months ended September 30, 2006 was
$3,402,471  compared with $1,193,706 for the same period in 2005, an increase of
$2,208,765.  The operating expenses for the nine months ended September 30, 2006
was primarily the result of increasing the Company's  support from  professional
service providers and increasing its staffing to satisfy  anticipated growth and
compliance  with reporting  requirements  as a public company as a result of the
reverse  merger in January 2006. The increases  included  salaries and wages for
additional personnel of $946,813,  depreciation on increased capital spending of
$38,476,  travel and entertainment of $168,406 health and business insurances of
$268,878,  investor relations,  audit and legal expenses of $280,615.  All other
operating  expenses  increased $61,077 net. Pursuant to the terms of the Merger,
the Company  accrued  $444,500 in liquated  damages during the nine months ended
September 30, 2006, as a result of being unable to register our stock by May 24,
2006 as prescribed in the agreement. Liquated damages accrue at 1 1/2% on the $7
million invested.  To date we have not registered the stock.


                                       5
<PAGE>

We anticipate this level of expenses to continue throughout the year.

Interest (Income) Expense

     Interest  income for the nine month  period  ended  September  30, 2006 was
$63,930  compared  with $6 of interest  income for the same period in 2005.  The
Company invests its excess cash in a money market  account.  As of September 30,
2006 the interest rate was 3.71%.

     Interest  expense for the nine months ended  September 30, 2006 was $43,541
compared  with $57,194 for the same period in 2005,  a decrease of $13,653.  The
interest expense was related to a decrease in loans which where either repaid or
converted to stock previously.

Net loss

     Net loss for the nine months  ended  September  30,  2006 was  $(2,655,968)
compared  to a net  loss  for  the  nine  months  ended  September  30,  2005 of
$(859,538).

Net Loss Attributable to Common Stockholders

     Net loss  attributable  to common  stockholders  for the nine months  ended
September  30,  2006 was  $(2,955,200)  or  $(0.14)  cents per share  (basic and
diluted), compared to a net loss of $(859,538) or $(0.05) cents per share (basic
and diluted) for the nine months ended September 30, 2005.

     During the nine month period ended  September 30, 2006, the Company accrued
$299,232 in dividends  with an interest  rate of 8% through  January 22, 2006 on
$1,989,030,  the value received for the series A preferred stock and an interest
rate of 6% on $7,000,000 thereafter,  the total value received for both series A
and B preferred stock.

Financial Condition
Liquidity and Capital Resources

         The Company's cash on hand and working capital are as follows:

                                    September 30, 2006    December 31, 2005
                                    ------------------    -----------------
Cash on hand                        $        2,080,397    $         407,058
Working Capital                     $          868,555    $          71,653

     On January 23,  2006,  Aduromed  purchased  controlling  interest in GDI, a
shell  company  for  $600,000,  followed  on the same date by a  reverse  merger
transaction in which Aduromed became a wholly owned subsidiary of GDI.

     On January 23, 2006, the Company issued  15,780,160  shares of its Series B
Preferred stock and warrants covering  15,780,160 shares of its common stock for
$5,010,970 in cash less $568,629 in costs related to the issuance of the stock.

     On January 31, 2006,  the Company  issued 682,100 shares of common stock at
the conversion  price of $0.29 per share in  conjunction  with the issuance of 6
month  convertible  notes to 2 individuals.  The value was amortized to interest
expense over the term of the notes.

     On March 31, 2006, the Company repaid $102,289 in notes payable.

     To date,  the  Company  purchased  $404,555  in fixed  assets.  The Company
anticipates   purchasing   approximately  $25,000  in  additional  fixed  assets
throughout the remainder of 2006.

     Net cash used in operating  activities  totaled $1,655,870 and $860,224 for
the nine months ended September 30, 2006 and 2005, respectively.

                                       6
<PAGE>

     Our accounts receivable balance may have dramatic swings from one period to
another depending upon the timing and the amount of milestone  billings included
in the balance at the end of any accounting  period.  There are three  milestone
billings  representing a percentage of the contract  value for each  installment
and our payment terms are "upon receipt". Receivable balances are typically paid
within 15 days of the invoice  date.  Billings  for  maintenance  contracts  and
consumables  are due within 45 days and are more  numerous  but much  smaller in
value than milestone billings. We review our outstanding  receivable balances on
a regular basis to ensure that the  allowance  for bad debt is adequate.  Due to
the varying nature in the timing and amounts of the receivable balances as noted
above,  the change in the  allowance for doubtful  account will not  necessarily
correlate with the increase or decrease in the accounts receivable balance.

     Our inventory  balance may have dramatic  swings from one period to another
depending upon the expected  installation  date of our MedClean  systems and our
accounts payable balances can have similar swings depending on payment terms and
any volume  purchases or  discounts we may take  advantage of from time to time.
For the first nine months of 2006,  the Company  increased its inventory on hand
by $356,657 to $402,698 in anticipation of increased business expected in 2006.

     Cash  expected to be generated  from  operating  activities,  together with
funds  available  resulting  from the  proceeds  of the private  placement,  are
expected,  under current  conditions,  to be sufficient to finance the Company's
planned  operations  over the next twelve  months.  As we start to increase  our
penetration  in the United  States  market,  we will need to expand our customer
service and technical support  capabilities to meet the needs of our clients. We
may require  additional  working  capital or other funds in the future should we
modify our current business plan or undertake any acquisitions.

     GDI has an  obligation  to file a  Registration  Statement  to register the
following  securities:  the  shares of Common  Stock into which the Series A and
Series B shares may be converted;  the Series A and Series B Preferred Warrants;
and the shares of Common  Stock which  would be issued by the  exercise of these
warrants.  These securities are held by the Investor Group in consequence of the
Merger.  GDI has been  unable to cause  this  Registration  Statement  to become
effective  by May 24,  2006,  and it is  therefore  required to pay the Investor
Group  liquidated  damages of 1-1/2% per month of the funds it received  for the
purchase of the Series A Preferred  Stock and the Series B Preferred Stock until
the  Registration  Statement  is  effective.  The Company  has accrued  $444,500
through September 30, 2006 and will cost the Company approximately  $105,000 per
month each month until such Registration  Statement is declared  effective.

     GDI has an obligation to pay dividends on the value of its preferred  stock
at a rate of 6%. To date we have accrued $339,013 in dividends payable.


Item 3. Controls and Procedures

     As of the end of the three month period ended September 30, 2006 covered by
this  report,  the  Company  carried  out,  under the  supervision  and with the
participation of the Company's management, including its Chief Executive Officer
and Chief Financial  Officer,  an evaluation of the  effectiveness of the design
and operation of the Company's disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) under the Securities  Exchange Act of 1934).  Based
upon and as of the date of that  evaluation,  the Chief  Executive  Officer  and
Chief  Financial  Officer  concluded  that the  design  and  operation  of these
disclosure controls and procedures are effective.




                                       7
<PAGE>

                           PART II--OTHER INFORMATION

Item 1: Legal Proceedings:

     The Company has no pending legal proceedings.  From time to time, it may be
involved in various claims, lawsuits or disputes with third parties, and actions
involving  allegations of breach of contract  incidental to the normal  business
operations of Aduromed's business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     There have been no unregistered  sales of the Company's  equity  securities
during the quarter ended September 30, 2006.

Item 3. Defaults Upon Senior Securities.

     There has been no default in the payment of principal, interest, sinking or
purchase fund  installment,  or any other  material  default not cured within 30
days, with respect to any indebtedness of the Company exceeding 5 percent of its
total assets.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matter has been submitted to security  holders of the Company during the
period covered by this report.

Item 5: Other Information

None

Item 6. Exhibits

NUMBER                            DESCRIPTION OF EXHIBIT
------                            ----------------------

3.1       Registrant's  Certificate of Incorporation  (incorporated by reference
          to Proxy Statement on Schedule 14A, filed July 14, 2000).
3.2       Registrant's Amendment to Certificate of Incorporation, dated December
          12, 2005  (incorporated  by reference  to Exhibit 3.2 to  Registrant's
          Form 10-KSB, filed April 21, 2006).
3.3       Registrant's  Bylaws  (incorporated by reference to Proxy Statement on
          Schedule 14A filed July 14, 2000.)
4.1       Form of Series A Warrant  (incorporated by reference to Exhibit 4.1 to
          Registrant's Form 10-KSB, filed April 21, 2006).
4.2       Form of Series B Warrant  (incorporated by reference to Exhibit 4.2 to
          Registrant's Form 10-KSB, filed April 21, 2006).
4.3       Form of Aduromed Warrant  (incorporated by reference to Exhibit 4.3 to
          Registrant's Form 10-KSB, filed April 21, 2006).
4.4       Amended  and  Restated  Registration  Rights  Agreement,  dated  as of
          January  23,  2006,  by and among  Registrant,  Aduromed  and  certain
          investors  (incorporated  by reference to Exhibit 99.4 to Registrant's
          Form 8-K/A filed January 31, 2006).
4.5       Amended and Restated Stockholders  Agreement,  dated as of January 23,
          2006, by and among the Registrant,  Aduromed and certain  stockholders
          of   Registrant   (incorporated   by  reference  to  Exhibit  99.5  to
          Registrant's Form 8-K/A filed January 31, 2006).
4.6       Amended and Restated Agreement and Plan of Merger, dated as of January
          23,  2006,  by and  among  the  Registrant,  GD  MergerSub,  Inc.,  GD
          MergerSub II, Inc. and Aduromed  (incorporated by reference to Exhibit
          99.2 to Registrant's Form 8-K/A, filed January 31, 2006).
31.1*     Certification  by  the  Principal   Executive  Officer  of  Registrant
          pursuant  to  Section  302 of the  Sarbanes-Oxley  Act of  2002  (Rule
          13a-14(a) or Rule 15d-14(a)).
31.2*     Certification  by  the  Principal   Financial  Officer  of  Registrant
          pursuant  to  Section  302 of the  Sarbanes-Oxley  Act of  2002  (Rule
          13a-14(a) or Rule 15d-14(a)).
32.1*     Certification  by the Chief  Executive  Officer  pursuant to 18 U.S.C.
          1350 as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
          2002.
32.2*     Certification  by the Chief  Financial  Officer  pursuant to 18 U.S.C.
          1350 as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
          2002.

* Filed herein.

                                       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.

                                   Registrant

                              GENERAL DEVICES, INC.

Date: November 14, 2006                      Date: November 14, 2006
By: /s/ Damien R. Tanaka                     By: /s/ Kevin T. Dunphy
    --------------------                         -------------------
Damien R. Tanaka,                            Kevin T. Dunphy
Chairman of the Board, President             Treasurer and
and Chief Executive Officer                  and Chief Financial Officer
(Principal Executive Officer)                (Principal Financial and Accounting
                                             Officer)















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