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

                                   FORM 10-QSB
(Mark One)

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934
                           For the quarterly period ended September 30, 2005
                                                          ------------------

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
                           For the transition period from _________to __________
                           Commission File No: 0-3125
                                               ------

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


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

                  376 Main Street, Bedminster, New Jersey 07921
                  ---------------------------------------------
                    (Address of principal executive offices)

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

                                       N/A
                                       ---
(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  [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date: As of September 30, 2005, the issuer
had 3,597,922 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. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)




ASSETS
------
Current assets:
  Cash                                                              $  53,570
  Prepaid expenses                                                        902
                                                                    ---------
     Total current assets                                           $  54,472
                                                                    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
  Accounts payable and accrued liabilities                          $  10,899
                                                                    ---------

Stockholders' equity:
  Common stock $.01 par value;
    12,000,000 shares authorized;
    3,597,922 issued and outstanding                                   35,979
  Additional paid-in capital                                        2,471,852
  Accumulated deficit                                              (2,464,258)
                                                                    ---------
     Total stockholders' equity                                        43,573
                                                                    ---------
     Total liabilities and stockholders' equity                     $  54,472
                                                                    =========













     See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>

                      GENERAL DEVICES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)





                                                      Three Months Ended
                                                         September 30,
                                                    ----------------------
                                                      2005          2004
                                                    --------      --------

Revenues:
  Interest income                                  $       -     $       3

Expenses:
  General and administrative                          21,724        21,272
                                                   ---------     ---------

Net loss                                          ($  21,724)   ($  21,269)
                                                   =========     =========

Basic and diluted loss per share                  ($     .01)   ($     .01)
                                                   =========     =========

Basic and diluted weighted average
  number of shares outstanding                     3,597,922     2,347,922
                                                   =========     =========




















     See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>

                      GENERAL DEVICES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)





                                                      Nine Months Ended
                                                        September 30,
                                                   -----------------------
                                                     2005           2004
                                                   --------       --------

Revenues:
  Interest income                                 $       -       $      82

Expenses:
  General and administrative                         68,137          61,400
                                                  ---------       ---------

Net loss                                         ($  68,137)     ($  61,318)
                                                  =========       =========

Basic and diluted loss per share                 ($     .02)     ($     .03)
                                                  =========       =========

Basic and diluted weighted average
  number of shares outstanding                    3,410,193       2,347,922
                                                  =========       =========




















     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                      GENERAL DEVICES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)




                                                         Nine Months Ended
                                                            September 30,
                                                       ---------------------
                                                         2005         2004
                                                       --------     --------

Cash flows from operating activities:
  Net loss                                            ($ 68,137)   ($ 61,318)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
  Change in operating assets and liabilities:
    Prepaids and other assets                               154    (     332)
    Accounts payable and accrued liabilities          (   4,099)   (   3,426)
                                                       --------     --------
      Net cash used in operating activities           (  72,082)   (  65,076)
                                                       --------     --------

Cash flows from financing activities -
  Issuance of common stock in private placement         125,000            -
                                                       --------     --------

Net increase (decrease) in cash
  and cash equivalents                                   52,918    (  65,076)
Cash and cash equivalents at beginning of period            652       80,728
                                                       --------     --------
Cash and cash equivalents at end of period             $ 53,570     $ 15,652
                                                       ========     ========


Supplemental disclosure of cash flows information:
  Cash paid for income taxes                           $    525     $    575
                                                       ========     ========













     See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

                      GENERAL DEVICES, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

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

     The accompanying  unaudited condensed  consolidated financial statements of
General  Devices,  Inc. and Subsidiary  (the "Company") as of September 30, 2005
and for the three and nine months ended  September 30, 2005 and 2004 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
accounting  principles  generally  accepted in the United States of America 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
condensed  consolidated  financial statements should be read in conjunction with
the condensed  consolidated  financial  statements and notes thereto included in
the Company's  Annual  Report on Form 10-KSB for the fiscal year ended  December
31, 2004, as filed with the Securities and Exchange Commission.

     The  preparation of  consolidated  financial  statements in conformity with
accounting  principles  generally  accepted  in the  United  States  of  America
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  consolidated  financial  statements  and  the
reported  amount of revenues and expenses  during the reporting  period.  Actual
results could differ from those estimates.

     The results of operations for the three and nine months ended September 30,
2005 and 2004 are not  necessarily  indicative of the results to be expected for
the entire year or for any other period.

     At September 30, 2005 the Company had cash of $53,570.  Working  capital at
September 30, 2005 was $43,573.

     Additional  financing may be required for the Company's business activities
for the next  twelve  months and for the costs of seeking an  acquisition  of an
operating business. The Company's Board of Directors has authorized the issuance
of  additional  shares of the  Company's  common  stock to provide the  required
liquidity.  The number of shares and price per share would be  determined at the
time of issuance.  In the past, the Company's largest  shareholder,  Asset Value
Fund Limited  Partnership  ("AVF"),  had  verbally  informed the Company that it
would purchase sufficient shares to provide the required funding.  However, that
arrangement  will be terminated on October 18, 2005. On September 26, 2005,  AVF
and two other stockholders of the Company (collectively,  the "Sellers") entered

                                       6

<PAGE>

into a Stock Purchase Agreement with Halter Capital Corporation ("Halter") under
which the Sellers  agreed to sell and Halter  agreed to purchase an aggregate of
2,293,810  shares (the "Shares") of the Company's  common stock,  $.01 par value
per share (the "Company  Common Stock") owned by the Sellers for  $498,199.47 in
cash  payable at the closing.  The Shares  constitute  approximately  64% of the
issued and  outstanding  shares of  Company  Common  Stock.  AVF is the owner of
1,580,971  of the  Shares to be sold,  which  constitutes  all of the  shares of
Company  Common Stock that AVF owns.  At the closing,  Sellers are to deliver to
Halter the resignations of the current directors and officers of the Company and
resolutions  of the board of  directors  appointing  two  designees of Halter as
directors  of the  Company in their  stead.  The closing of the  transaction  is
scheduled to occur on or after October 18, 2005, (the  "Closing") following  the
mailing of a statement  under Rule 14f-1 under the  Securities  Exchange  Act of
1934 to the stockholders of record of the Company in connection with a change in
control of the Company.  Halter has certified that subsequent to the Closing, it
will fund,  if needed,  any and all financial  obligations  that the Company may
have in the future to maintain its integrity as a publicly held  corporation and
its reporting and filing requirements.

     In addition, one of the Sellers other than AVF has agreed to sell, pursuant
to  agreements  to be executed and closed  concurrently  with the closing of the
Stock Purchase Agreement, an aggregate of 200,000 shares of Company Common Stock
to two other purchasers.  The completion of these transactions is a condition to
closing of the Stock Purchase Agreement with Halter.

2.   Common Stock
     ------------

     On February 11, 2005 the Company issued 1,250,000 shares of common stock at
a price of $.10 per  share for  total  proceeds  of  $125,000  to the  Company's
principal stockholders in a private placement transaction. The offer and sale of
the shares were exempt from  registration  under Section 4(2) of the  Securities
Act of 1933, in that they were offered and sold to current  shareholders  of the
Company who qualify as accredited investors.

3.   Net Loss Per Share
     ------------------

     The Company  reports loss per share under the  requirements of Statement of
Financial  Accounting  Standards No. 128,  "Earnings per Share".  Basic loss per
share includes the weighted average number of common shares  outstanding  during
the year.  Diluted loss per share includes the weighted average number of shares
outstanding and dilutive potential common shares,  such as warrants and options.
Since there are no dilutive potential common shares,  basic and diluted loss per
share are the same.



                                       7
<PAGE>

4.   Related Party Transactions
     --------------------------

     A  management  fee of $4,000 per month is paid to Asset Value Fund  Limited
Partnership   ("AVF")  for  management   services  performed  for  the  company.
Management  services include,  among other things, SEC filings,  introduction of
merger and acquisition proposals,  accounting and shareholder relations.  AVF is
the beneficial  owner of approximately  44% of the Company's common stock.  This
arrangement  will  terminate at the Closing of the Stock  Purchase  Agreement as
described in Note 1 of Notes to the Financial Statements.

5.   Change In The Majority of The Board of Directors
     ------------------------------------------------

     On  September  26,  2005,  AVF and two other  stockholders  of the  Company
(collectively,  the  "Sellers")  entered into a Stock  Purchase  Agreement  with
Halter Capital Corporation ("Halter") under which the Sellers agreed to sell and
Halter agreed to purchase an aggregate of 2,293,810 shares (the "Shares") of the
Company's  common stock,  $.01 par value per share (the "Company  Common Stock")
owned by the Sellers for $498,199.47 in cash payable at the closing.  The Shares
constitute  approximately  64% of the issued and  outstanding  shares of Company
Common  Stock.  AVF is the owner of  1,580,971  of the Shares to be sold,  which
constitutes  all of the shares of  Company  Common  Stock that AVF owns.  At the
closing,  Sellers  are to  deliver  to Halter the  resignations  of the  current
directors and officers of the Company and  resolutions of the board of directors
appointing  two  designees of Halter as directors of the Company in their stead.
The closing of the  transaction  is scheduled  to occur on or after  October 18,
2005,  (the  "Closing")  following  the mailing of a statement  under Rule 14f-1
under the Securities  Exchange Act of 1934 to the  stockholders of record of the
Company  in  connection  with a  change  in  control  of the  Company.  For more
information  see the  Information  Statement  Pursuant  to Section  14(f) of the
Securities Exchange Act of 1934 and Rule 14(f) promulgated  thereunder which was
mailed to the  stockholders  of the Company on September 29, 2005 and filed with
the Securities and Exchange Commission on the same date.

     In addition, one of the Sellers other than AVF has agreed to sell, pursuant
to  agreements  to be executed and closed  concurrently  with the closing of the
Stock Purchase Agreement, an aggregate of 200,000 shares of Company Common Stock
to two other purchasers.  The completion of these transactions is a condition to
closing of the Stock Purchase Agreement with Halter.





                                       8

<PAGE>

Item 2  -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
------     CONDITION AND RESULTS OF OPERATIONS
           -----------------------------------

General
-------

     The  Company  had  been  engaged  in the  business  of  providing  contract
technical  services.  Effective  April 14,  1990,  the Company  sold most of its
technical  services  business,  and  certain  assets to TAD  Technical  Services
Corporation  ("TAD").  On June 1, 1990, the Company sold its 100%-owned  British
subsidiary,  GDI Euroforce Ltd., to TAD. The Company continued to operate in the
technical services business from its King of Prussia, Pennsylvania location on a
much smaller scale.  Since 1993,  the Company has been  inactive.  A Petition of
Reorganization  under  Chapter 11 of the  Federal  Bankruptcy  Code was filed on
August 23, 1996.  The court  confirmed the Company's  Chapter 11  reorganization
plan on December 22, 1997,  and issued a final decree on September  15, 1998. In
February 1999, three investors  purchased a controlling  interest in the Company
with the objective of  maximizing  shareholder  value.  The Company is currently
seeking the acquisition of an operating business. The Company is not currently a
party to any  understandings or agreements  regarding an acquisition,  merger or
similar  business  combination or transaction.  The Company was  incorporated in
1953 under the laws of the State of New Jersey.  In September  2000, the Company
was reorganized  under the laws of the State of Delaware.  Its executive offices
were located in King of Prussia,  Pennsylvania  until  September  2000, when its
offices were relocated to Bedminster, New Jersey.

     On September 26, 2005,  three  stockholders  of the Company (the "Sellers")
entered  into  a  Stock  Purchase  Agreement  with  Halter  Capital  Corporation
("Halter")  under which the Sellers agreed to sell and Halter agreed to purchase
an  aggregate  of  2,293,810  shares,  or  approximately  64% of the  issued and
outstanding  shares  of  Company  Common  Stock.  At the  closing,  the  current
directors  and officers of the Company will resign and appoint two  designees of
Halter  as  directors  of  the  Company  in  their  stead.  The  closing  of the
transaction is scheduled to occur on or after October 18, 2005,  (the "Closing")
It is the intent of Halter to find a suitable merger or similar transaction with
an operating  company that will qualify  General  Devices to have its securities
listed on a major national  exchange or quotation medium like the New York Stock
Exchange,  the American  Stock  Exchange,  or NASDAQ.  Halter intends to use its
experience and international contacts to consummate such a transaction.

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

     General  and  administrative  expenses  were  $21,724  and  $21,272 for the
quarters  ended  September  30,  2005  and  2004,   respectively.   General  and
administrative  expenses for the quarter ended  September 30, 2005  consisted of
management  fees of $12,000,  transfer agent fees and other related  expenses of
$4,937,  accounting  fees of $3,356,  legal fees of $721,  and all other  office

                                       9

<PAGE>

expenses  of $710.  For the  quarter  ended  September  30,  2004,  general  and
administrative expenses consisted of management fees of $12,000, accounting fees
of $3,600,  transfer  agent fees and other related  expenses of $1,946,  and all
other office expenses of $3,726.

     For the  nine  months  ended  September  30,  2005  and  2004  general  and
administrative  expenses  were  $68,137 and $61,400,  respectively.  General and
administrative  expenses for the nine months ended  September 30, 2005 consisted
of management fees of $36,000,  accounting  fees of $9,139,  transfer agent fees
and other related expenses of $8,291, legal fees of $6,544, and all other office
expenses of $8,163.  For the nine months  ended  September  30, 2004 general and
administrative expenses consisted of management fees of $36,000, accounting fees
of $9,500,  transfer agent fees and other related expenses of $5,134, legal fees
of $1,137, and all other office expenses of $9,629.

Other Disclosures - Related Party Transactions
----------------------------------------------

     The Company pays a monthly  management  fee of $4,000 to AVF for management
services  performed for the company.  Management  services include,  among other
things, SEC filings,  introduction of merger and acquisition proposals, internal
accounting  and  shareholder   relations.   AVF  is  the  beneficial   owner  of
approximately 44% of the Company's common stock. This arrangement will terminate
at the Closing of the Stock Purchase Agreement described above.

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

     At September 30, 2005 the Company had cash of $53,570.  Working  capital at
September 30, 2005 was $43,573.

     Additional  financing may be required for the Company's business activities
for the next  twelve  months and for the costs of seeking an  acquisition  of an
operating business. The Company's Board of Directors has authorized the issuance
of  additional  shares of the  Company's  common  stock to provide the  required
liquidity.  The number of shares and price per share will be  determined  at the
time of issuance.  The Company's largest  shareholder,  Asset Value Fund Limited
Partnership  ("AVF"),  has verbally  informed the Company that it would purchase
sufficient shares to provide the required funding. However that arrangement will
terminate  on October 18, 2005,  concurrent  with AVF's sale of its stock in the
Company.  Halter has certified that subsequent to the Closing,  it will fund, if
needed,  any and all  financial  obligations  that the  Company  may have in the
future  to  maintain  its  integrity  as a  publicly  held  corporation  and its
reporting and filing requirements.





                                       10

<PAGE>

     Net cash used in operations was $72,082 for the nine months ended September
30, 2005 and $65,076 for the nine months ended September 30, 2004, due primarily
to the net loss recorded in each period.

     Net cash of $125,000  was  provided by  financing  activities  in the first
quarter of 2005, due to a private placement of 1,250,000 shares of common stock.

Off-Balance Sheet Arrangements
------------------------------

     The Company has no off-balance sheet arrangements.


































                                       11

<PAGE>

Item 3  -  CONTROLS AND PROCEDURES
------     -----------------------

     As of the end of the period  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.  There was no change in the Company's internal control
over financial  reporting (as defined in Rule 13a-15(f) and 15d-15(f)  under the
Securities  Exchange Act of 1934) during the quarter  ended  September  30, 2005
that has materially  affected or is reasonably  likely to materially  affect the
Company's internal control over financial reporting.


































                                       12

<PAGE>

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

Item 1   -  LEGAL PROCEEDINGS
------      -----------------

            None

Item 2   -  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
------      ----------------------------------------------------------

            None

Item 3   -  DEFAULTS UPON SENIOR SECURITIES
------      -------------------------------

            None

Item 4   -  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------      ---------------------------------------------------

            None

Item 5   -  OTHER INFORMATION
------      -----------------

            None

Item 6  -  EXHIBITS
------     --------

           Exhibits
           --------

            3.1  Articles  of  Incorporation  (Incorporated   by   reference  to
                 Exhibit  A to  Appendix I  to the Registrant's  Proxy Statement
                 on Schedule 14A filed on July 24, 2000)

            3.2  By-laws  (Incorporated  by  reference  to Exhibit B to Appendix
                 I  to the  Registrant's  Proxy  Statement on Schedule 14A filed
                 on July 24, 2000)

            31.1 Certification  pursuant  to  Section 302 of the Sarbanes- Oxley
                 Act of 2002

            31.2 Certification  pursuant  to  Section 302 of the Sarbanes- Oxley
                 Act of 2002

            32   Certification  pursuant  to  Section 906 of the Sarbanes- Oxley
                 Act of 2002








                                       13


<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: October 18, 2005                         By: /s/ John W. Galuchie, Jr.
                                                    ----------------------------
                                                    John W. Galuchie, Jr.
                                                    Chairman and President
                                                    (Chief Executive Officer
                                                     and officer duly authorized
                                                     to sign on behalf of
                                                     the small business issuer)

























                                       14

<PAGE>
                                                                   EXHIBIT 31.1

                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I,   John W. Galuchie, Jr., certify that:

1.   I have reviewed this  quarterly  report on Form 10-QSB of General  Devices,
     Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;

4.   The small business issuer's other certifying  officer and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined  in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the small
     business issuer and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

     b)   evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

     c)   disclosed  in this  report any change in the small  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   The small business issuer's other certifying  officer and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  to the small business issuer's auditors and the audit committee
     of small business  issuer's  board of directors (or persons  performing the
     equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting.





Dated:  October 18, 2005                           /s/ John W. Galuchie, Jr.
                                                   -------------------------
                                                   John W. Galuchie, Jr.
                                                   Chief Executive Officer

<PAGE>

                                                                   EXHIBIT 31.2

                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I,   Sue Ann Merrill, certify that:

1.   I have reviewed this  quarterly  report on Form 10-QSB of General  Devices.
     Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;

4.   The small business issuer's other certifying  officer and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined  in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the small
     business issuer and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

     b)   evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

     c)   disclosed  in this  report any change in the small  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   The small business issuer's other certifying  officer and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  to the small business issuer's auditors and the audit committee
     of small business  issuer's  board of directors (or persons  performing the
     equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting.






Dated: October 18, 2005                            /s/ Sue Ann Merrill
                                                   ----------------------------
                                                   Sue Ann Merrill
                                                   (Principal Accounting and
                                                    Financial Officer)

<PAGE>

                                                                    Exhibit 32

     CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to Section 906 of the Public  Company  Accounting  Reform and  Investor
Protection Act of 2002 (18 U.S.C. 1350, as adopted),  John W. Galuchie, Jr., the
Chairman of General  Devices,  Inc., (the "Company"),  and Sue Ann Merrill,  the
Chief  Financial  Officer,  Treasurer  and  Secretary of the Company each hereby
certifies that, to the best of his or her knowledge:

     1.   The  Quarterly  Report on Form  10-QSB of the  Company  for the period
          ended  September 30, 2005,  fully  complies with the  requirements  of
          Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934,
          as amended;

     and

     2.   The information  contained in the Periodic Report fairly presents,  in
          all  material  respects,   the  financial  condition  and  results  of
          operations of the Company.


Dated: October 18, 2005



/s/ John W. Galuchie, Jr.
-----------------------------------
John W. Galuchie, Jr.
Chairman



/s/ Sue Ann Merrill
-----------------------------------
Sue Ann Merrill
Chief Financial Officer,
Treasurer and Secretary