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 JUNE 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)

                              153 Greenwood Avenue
                            Bethel, Connecticut 06801
                            -------------------------
                                (Former address)


 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 August 11, 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


UNAUDITED CONSOLIDATED BALANCE SHEET                                         F2

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
THREE MONTHS ENDED JUNE 30, 2006                                             F3


UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
SIX MONTHS ENDED JUNE 30, 2006                                               F4

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)          F5

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS                              F6

NOTES TO CONSOLDIATED FINANCIAL STATEMENTS                                   F7


















                                       F1
<PAGE>
<TABLE>
<CAPTION>

                              GENERAL DEVICES, INC.

                           CONSOLIDATED BALANCE SHEETS



                                                               Unaudited      Restated
                                                              -----------    -----------
                                                               30-Jun-06      31-Dec-05
                                                              -----------    -----------
<S>                                                           <C>            <C>
                                     ASSETS
Current assets
  Cash                                                        $ 2,540,079    $   407,058
  Accounts receivable (net of $16,100 allowance)                  373,052         82,949
  Revenue in excess of billings                                   363,058        156,467
  Prepaid expenses                                                 20,000         24,531
  Inventory                                                       233,315         46,041
                                                              -----------    -----------
Total current assets                                            3,529,504        717,046

Property, plant and equipment                                     409,030         79,407

Long term advances and deposits                                    66,807         82,960
                                                              -----------    -----------

Total assets                                                  $ 4,005,341    $   879,413
                                                              ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable                                            $   543,977    $   224,957
  Deferred revenue                                                 28,535         33,671
  Convertible notes payable - short term                             --          200,000
  Accrued liabilities                                             437,381         48,017
  Billings in excess of Revenue                                   482,586           --
  Current portion of long-term debt and Notes payable             138,748        138,748
                                                              -----------    -----------
Total current liabilities                                       1,631,227        645,393

Other liabilities
  Notes payable, less current portion                              78,352        132,978
  Notes payable to related parties                                173,697        217,847
                                                              -----------    -----------
Total other liabilities                                           252,049        350,825
                                                              -----------    -----------

Total liabilities                                               1,883,276        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          1,900
  Additional paid-in capital                                    7,514,343      3,300,100
  Accumulated deficit                                          (5,396,550)    (3,419,431)
                                                              -----------    -----------
Total stockholders' equity (deficit)                            2,122,065       (116,805)
                                                              -----------    -----------

Total liabilities and stockholders' equity (deficit)          $ 4,005,341    $   879,413
                                                              ===========    ===========
</TABLE>



See notes to consolidated financial statements.


                                       F2
<PAGE>

                              GENERAL DEVICES, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS





                                                        Three months ended
                                                             June 30,
                                                   ----------------------------
                                                       2006            2005
                                                   ------------    ------------
Revenues
  Contract revenues earned                         $  1,205,142    $     99,939
  Sales and service revenues                            125,143           8,887
                                                   ------------    ------------
Total revenues                                        1,330,285         108,826

Cost of sales                                         1,072,532         399,826
                                                   ------------    ------------

Gross profit (loss)                                     257,753        (291,000)

Operating expenses
  Salaries and wages                                    417,770          68,533
  General and administrative expenses                   704,076         329,908
  Depreciation expense                                   16,000           1,000
                                                   ------------    ------------
Total operating expenses                              1,137,846         399,441
                                                   ------------    ------------

Loss from operations                                   (880,093)       (690,441)

Interest income and expense
  Interest income                                        23,504               6
  Interest (expense)                                     (7,532)        (17,385)
                                                   ------------    ------------
Total other income and expenses                          15,972         (17,379)
                                                   ------------    ------------

Net loss before income taxes                           (864,121)       (707,820)

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

Net loss                                           $   (864,121)   $   (708,070)
                                                   ============    ============

Basic and diluted loss per common share            $      (0.05)   $      (0.04)

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



                                                          Six months ended
                                                              June 30,
                                                   ----------------------------
                                                       2006            2005
                                                   ------------    ------------
Revenues
  Contract revenues earned                         $  1,447,256    $    625,738
  Sales and service revenues                            223,755         163,291
                                                   ------------    ------------
Total revenues                                        1,671,011         789,029

Cost of sales                                         1,415,593         626,760
                                                   ------------    ------------

Gross profit                                            255,418         162,269

Operating expenses
  Salaries and wages                                    803,422         122,432
  General and administrative expenses                 1,215,523         571,288
  Depreciation expense                                   23,700           2,000
                                                   ------------    ------------
Total operating expenses                              2,042,645         695,720
                                                   ------------    ------------

Loss from operations                                 (1,787,227)       (533,451)

Interest income and expense
  Interest income                                        43,566               6
  Interest (expense)                                    (39,226)        (23,837)
                                                   ------------    ------------
Total other income and expenses                           4,340         (23,831)
                                                   ------------    ------------

Net loss before income taxes                         (1,782,887)       (557,282)

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

Net loss                                           $ (1,782,887)   $   (557,532)
                                                   ============    ============

Basic and diluted loss per common share            $      (0.09)   $      (0.03)

Weighted average common shares outstanding           20,844,543      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 JUNE 30, 2006



                                                            Preferred Stock               Common Stock
                                                      --------------------------    --------------------------
                                                        Shares          Amount        Shares          Amount
                                                      -----------    -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>            <C>
Balance January 1, 2006 (restated)                      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                                     999,925            100
  Warrants and options issued for services
  Preferred stock dividend
  Net loss for the period                                    --             --             --             --
                                                      -----------    -----------    -----------    -----------
Balance June 30, 2006                                  22,043,862    $     2,204     20,683,177    $     2,068
                                                      ===========    ===========    ===========    ===========



                                                       Additional
                                                        Paid-in      Accumulated
                                                        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                                      (498,827)                     (498,827)
  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                103,846                       103,846
  Preferred stock dividend                                              (194,232)      (194,232)
  Net loss for the period                                    --       (1,782,887)    (1,782,887)
                                                      -----------    -----------    -----------
Balance June 30, 2006                                 $ 7,514,343    $(5,396,550)   $ 2,122,065
                                                      ===========    ===========    ===========
</TABLE>





See notes to consolidated financial statements.

                                       F5
<PAGE>
<TABLE>
<CAPTION>


                              GENERAL DEVICES, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                               Six months ended
                                                                                   June 30,
                                                                          --------------------------
                                                                              2006           2005
                                                                          -----------    -----------
<S>                                                                       <C>            <C>
Cash flows from operating activities:
  Net loss                                                                $(1,782,887)   $  (557,532)
  Adjustments to reconcile net loss to
    net cash used in operations:
  Stock issued for services and interest                                         --             --
  Warrants and options issued for services                                    103,846         32,562
  Depreciation expense                                                         23,700          2,000
  Changes in operating assets and liabilities:
    Accounts receivable                                                      (290,103)       187,173
    Loans receivable                                                            3,029        (27,677)
    Revenue and Costs in excess of billings                                  (206,591)          --
    Prepaid expenses                                                            4,531        (41,300)
    Inventory                                                                (187,274)        12,683
    Security deposits                                                          13,124
    Accounts payable and accrued liabilities                                  514,152         28,958
    Deferred revenue                                                           (5,136)          --
    Billings in excess of Revenue and costs                                   482,586           --
    Customer advances                                                            --           42,574
                                                                          -----------    -----------
Net cash used in operating activities                                      (1,327,023)      (320,559)

Cash flows from investing activities:
  Purchase of fixed assets                                                   (353,323)        (5,676)
                                                                          -----------    -----------
Net cash used by investing activities                                        (353,323)        (5,676)

Cash flows from financing activities:
  Acquisition of shell company                                               (600,000)          --
  Proceeds from notes payable                                                    --          350,000
  Repayments of notes payable                                                 (54,626)        51,952
  Repayments of notes payable to related parties                              (44,150)          --
  Proceeds from issuance of preferred stock                                 5,010,970           --
  Costs of issuance of preferred stock                                       (498,827)          --
                                                                          -----------    -----------

Net cash provided by financing activities                                   3,813,367        401,952
                                                                          -----------    -----------

Increase in cash and cash equivalents                                       2,133,021         75,717

Cash and cash equivalents, beginning of period                                407,058         11,958
                                                                          -----------    -----------
Cash and cash equivalents, end of period                                  $ 2,540,079    $    87,675
                                                                          ===========    ===========

Supplemental disclosures of cash flow information:
  Cash paid for interest                                                  $     7,343    $    23,837
                                                                          ===========    ===========
  Cash paid for income taxes                                              $      --      $       250
                                                                          ===========    ===========
Supplemental disclosures of noncash investing and financing activities:
  Conversion of note to stock                                             $   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 June 30, 2006 and December 31, 2005,
the condensed consolidated  statements of operations for the three and six month
periods ended June 30, 2006 and 2005,  the condensed  consolidated  statement of
stockholders'  equity (deficit) for the six month period ended June 30, 2006 and
the  condensed  consolidated  statements  of cash flows for the six months ended
June 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  Aduromed's  series A preferred  stock (par value
$0.01 per shares) became entitled to 1.795 shares of GDI's of 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  were  not  included  in  the
calculation for net loss per common share because it would be antidilutive.









                                       F8
<PAGE>
<TABLE>
<CAPTION>

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

EARNINGS (LOSS) PER COMMON SHARE (Continued)

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


                                                              Six months ended
                                                        --------------------------
                                                            2006           2005
                                                        -----------    -----------
<S>                                                     <C>            <C>
NUMERATOR FOR BASIC AND DILUTED EPS (LPS)
Net loss per statement of operations                    $(1,782,887)   $  (557,532)
Dividend payable to preferred stockholders                 (194,232)          --
                                                        -----------    -----------
Net loss to common stockholders                         $(1,977,119)   $  (557,532)
                                                        ===========    ===========

DENOMINATOR FOR BASIC AND DILUTED EPS (LPS)
  Weighted average shares of common stock outstanding    20,844,543     19,001,152

Basic and diluted EPS (LPS)                             $     (0.09)   $     (0.03)
                                                        -----------    -----------
</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 six months  ended June 30,  2006,  we
recognized  approximately  $875,000  or 52% 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 whose contract may be terminated by
either party on 30 days' notice 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 June 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 June 30, 2006 and December 31,
2005:

                                                June 30,     December 31,
                                                  2006           2005
                                              ------------   ------------

            Vehicles                                41,338         41,338
            Office Furniture                       128,536         19,448
            Computers and Accessories              102,410         32,955
            Leasehold Improvements                 117,997           --
            Construction in Progess                 56,783           --
                                              ------------   ------------
                                                   447,064         93,741
            Accumulated Depreciation                38,034         14,334
                                              ------------   ------------
                                                   409,030         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 $233,315 and $46,041 as of June 30, 2006 and December
31, 2005 respectively and is stated at the lower of cost or market.


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  and  installation  of  all
components, and the final 25% upon acceptance of completion by the customer.

         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 June 30, 2006 and
December  31, 2005 the Company had $28,535 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 $48,818 and $51,847 as of June 30, 2006
and December 31, 2005, respectively.








                                      F11
<PAGE>

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 June 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
    ------    ----------     ------       ------------------    -----------
Outstanding contracts at June 30, 2006
    500,000     350,801     333,333                   17,468           --
  1,327,930     586,741     331,983                  254,758           --
  1,976,894     225,917     653,967                     --          428,050
    648,223     431,631     486,167                     --           54,536
    993,544     339,218     248,386                   90,832           --
                                          ------------------    -----------
                                                     363,058        482,586
                                          ==================    ===========
Outstanding contracts at December 31, 2005
  1,327,930     488,450     331,983                  156,467           --
                                          ------------------    -----------
                                                     156,467           --
                                          ==================    ===========

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 June 30, 2006
and December 31, 2005. The Company intends to settle these notes in 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  (7.25% at both June 30, 2006 and  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 June
30, 2006 and December 31, 2005 was $9,916 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 June 30, 2006 and December 31, 2005 was $27,146 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 June 30, 2006 and December 31, 2005:

                                      June 30,    December 31,
                                       2006           2005
                                   ------------   ------------
     Principal                     $     97,500   $     97,500
     Accrued Interest                    76,197         70,347
                                   ------------   ------------
     Total                         $    173,697   $    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.


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.






                                      F14
<PAGE>
<TABLE>
<CAPTION>

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 June 30, 2006 and
December 31, 2005 as follows:


                                        Stock Options                    Warrants
                                  ---------------------------   ---------------------------
                                    June 30,     December 31,     June 30,     December 31,
                                  ------------   ------------   ------------   ------------
                                      2006           2005           2006           2005
                                  ------------   ------------   ------------   ------------
<S>                               <C>            <C>            <C>            <C>
Outstanding - beginning of year     10,388,024      5,393,975     11,861,319      4,161,618
Granted                                987,250      5,721,024     17,984,546      8,956,201
Exercised                                 --             --             --             --
Forfeited                                 --          726,975           --        1,256,500
                                  ------------   ------------   ------------   ------------
Outstanding - end of period         11,375,274     10,388,024     29,845,865     11,861,319
                                  ============   ============   ============   ============

Shares exercisable - period          5,453,808      4,616,142     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 June 30, 2006:



                                                     Weighted        Weighted
                     Number          Exercise         Average        Average
                   Outstanding     Price Range    Exercise Price  Life in Years
                   -----------    -------------   --------------  -------------
Options             11,375,274    $0.05 - $0.28        $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 June 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.  If GDI is 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  June 30,  2006,  we have  accrued  $130,000  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 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 June 30, 2006 Compared to Three Months Ended June 30, 2005

Net Revenue

         Total  revenue for the three months ended June 30, 2006 was  $1,330,285
compared with  $108,826 for the same period in 2005, an increase of  $1,221,459.
Contract  revenue and product sales and service revenue  increased by $1,105,203
and $116,256 respectively.

         Revenue from our  MedClean  product for the three months ended June 30,
2006 was  $1,205,142  and $99,939  for the same  period in 2005,  an increase of
$1,105,203.  The increase in revenue was attributable to increased activities on
contracts awarded in the period compared to the same period last fiscal year.

         Revenue from product sales and services for the three months ended June
30, 2006  increased  by  $116,256 to $125,143  from $8,887 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 June 30, 2006 was $257,753
compared  with a gross  loss of  $(291,000)  for the same  period  in  2005,  an
increase of  $548,753.  The  increase  was due to an  increase of systems  being
worked on in the current quarter as compared to the same quarter last year.


         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 June 30, 2006 were
$1,137,846  compared  with  $399,441 for the same period in 2005, an increase of
$738,405. The increase in operating expenses for the three months ended June 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
$371,697,  depreciation  on increased  capital  spending of $15,000,  travel and
entertainment  of $53,577  health and business  insurances of $79,086,  investor
relations, audit and legal expenses of $78,181, and technology costs of $26,000.
These increases were partially offset by a reduction of other recurring expenses
of  $15,136  net.  Pursuant  to the terms of the  Merger,  the  Company  accrued
$130,000  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  June 30,  2006  was  $23,504
compared  to $6 for the same  period in 2005.  During the  quarter,  the Company
invested  its excess  cash in a money  market  account.  As of June 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 June 30, 2006 was $7,532
compared  with  $17,385 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 Profit (loss)

         Net loss for the  three  months  ended  June  30,  2006 was  $(864,121)
compared to a net loss for the three months ended June 30, 2005 of $(708,070).

Net Loss Attributable to Common Stockholders

         Net loss attributable to common stockholders for the three months ended
June 30, 2006 was  $(969,121)  or $(0.05)  cents per share (basic and  diluted),
compared to a net loss of  $(708,070)  or $(0.04) per share  (basic and diluted)
for the three months ended June 30, 2005.

         During the quarter,  the Company accrued  $105,000 in dividends with an
interest rate of 6% on  $7,000,000,  the total value  received for both series A
and B preferred stock.

Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005

Net Revenue

         Total  revenue for the six months ended June 30, 2006 more than doubled
to $1,671,011 compared with $789,029 for the same period in 2005. Of the revenue
increase,  $821,518  was  attributable  to an increase of revenues  derived from
sales of our MedClean system and a $60,464 increase for the sale of consumables,
component parts and service contracts.  Contract backlog as of June 30, 2006 was
$3,512,283.

         Revenue  from our  MedClean  product for the six months  ended June 30,
2006 was  $1,447,256  and $625,738 for the same period in 2005.  The revenue was
attributable  to increased  activities  on new  contracts  awarded in the second
quarter of this year.



                                       4
<PAGE>

         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 six months ended June 30, 2006  increased
by $60,464 or 37.0% to $223,755  from  $163,291 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
installation  and acceptance of the equipment by the customer.  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.






















                                       5
<PAGE>

Gross Profit

         The gross  profit for the six months  ended June 30, 2006 was  $255,418
(15.3% of total  revenue)  compared  with a gross  profit of $162,269  (20.5% of
total revenue) for the same period in 2005, an increase of $93,149. The increase
was  primarily  due to an  increase  of  systems  being  worked on in the second
quarter as compared to the same period last year,  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 six months  ended June 30, 2006 was
$2,042,645  compared  with  $695,720 for the same period in 2005, an increase of
$1,346,925. The increase in operating expenses for the six months ended June 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  as a result  of the  reverse  merger in  January  2006.  The  increases
included salaries and wages for additional  personnel of $740,006,  depreciation
on increased  capital spending of $21,700,  travel and entertainment of $134,464
health and business insurances of $138,726,  investor relations, audit and legal
expenses of  $165,568.  All other  operating  expenses  increased  $16,461  net.
Pursuant to the terms of the Merger,  the Company  accrued  $130,000 in liquated
damages  during the six months ended June 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.

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

Interest (Income) Expense

         Interest  income  for the six  month  period  ended  June 30,  2006 was
$43,566  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 June 30, 2006
the interest rate was 3.71%.


         Interest  expense  for the six months  ended June 30,  2006 was $39,226
compared with $23,837 for the same period in 2005,  an increase of $15,389.  The
increase  was related to the non-cash  financing  costs of  associated  with the
amortization  expense  for  warrants  issued  as part of  multiple  bridge  loan
agreements.

Net (loss)

         Net loss  for the six  months  ended  June  30,  2006 was  $(1,782,887)
compared to a net loss for the six months ended June 30, 2005 of $(557,532).

Net Loss Attributable to Common Stockholders

         Net loss  attributable to common  stockholders for the six months ended
June 30, 2006 was  $(1,977,119)  or $(0.09) cents per share (basic and diluted),
compared  to a net loss of  $(557,532)  or  $(0.03)  cents per share  (basic and
diluted) for the six months ended June 30, 2005.

         During the six month period ended June 30,  2006,  the Company  accrued
$194,232 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.








                                       6
<PAGE>

Financial Condition
Liquidity and Capital Resources

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

                                      June 30, 2006        December 31, 2005
                                      -------------        -----------------
Cash on hand                             $2,540,079                 $407,058
Working Capital                          $1,898,277                 $ 71,653

         On January 23, 2006, Aduromed purchased  controlling equity 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  $498,827 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  $353,323 in fixed assets.  The Company
anticipates   purchasing   approximately  $75,000  in  additional  fixed  assets
throughout the remainder of 2006.

         Net cash used in operating  activities  totaled $1,327,023 and $320,559
for the six  months  ended  June 30,  2006 and 2005,  respectively.  During  the
quarter the Company  increased  its inventory on hand by $187,274 to $233,315 in
anticipation  of increased  business  expected in 2006. We anticipate  inventory
levels to be at or above the ending balance throughout 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.

         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  $130,000
through June 30, 2006 and will cost the Company approximately $105,000 per month
each month until such Registration Statement is declared effective.

Item 3. Controls and Procedures

         As of the end of the three month  period ended June 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 June 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
with in 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).
4.3               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).
4.4               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).




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<PAGE>


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 herewith.




                                   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: August 14, 2006                                Date: August 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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