U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

     For the quarterly period ended:  March 31, 2002
                                      --------------

                                       OR

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

                           Commission File No.: 0-3125
                                                ------

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


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


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


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

                                       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
                                                                  ---   ---

     State the number of shares  outstanding of each of the issuer's  classes of
common  stock:  As of April 30,  2002,  the issuer had  1,372,922  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
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


                                                               March 31,
                                                                 2002
                                                              ----------
Assets
------

Current assets:
  Cash                                                        $   12,894
  Prepaid expenses                                                   167
                                                              ----------
      Total current assets                                    $   13,061
                                                              ==========

Liabilities and stockholders' equity
------------------------------------

Current liabilities:
  Accrued liabilities                                         $    8,829
                                                              ----------
      Total current liabilities                                    8,829
                                                              ----------


Stockholders' equity:
  Common stock $.01 par value 12,000,000
    shares authorized; 1,372,922 outstanding                      13,729
  Capital in excess of par value                               2,183,102
  Accumulated deficit                                        ( 2,192,599)
                                                              ----------
      Total stockholders' equity                                   4,232
                                                              ----------

      Total liabilities and stockholders'
        equity                                                $   13,061
                                                              ==========






















          See accompanying notes to consolidated financial statements.

                                        2

<page>

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





                                                        Three Months Ended
                                                            March 31,
                                                     ------------------------
                                                        2002          2001
                                                     ----------    ----------

Revenue                                              $        -    $        -

General and administrative expenses                       4,292        10,343
                                                     ----------     ---------

Net loss                                            ($    4,292)  ($   10,343)
                                                     ==========    ==========

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

Weighted average number of
   shares outstanding                                 1,372,922     1,372,923
                                                     ==========    ==========


































          See accompanying notes to consolidated financial statements.

                                        3


<PAGE>


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





                                                        Three Months Ended
                                                            March 31,
                                                     ------------------------
                                                        2002          2001
                                                     ----------    ----------

Cash flows from operating activities:
  Net loss                                            ($  4,292)    ($ 10,343)
  Change in prepaid expenses                                251             -
  Change in accounts payable and
    accrued liabilities                               (  14,673)        6,655
                                                       --------      --------
  Net cash used in operating activities               (  18,714)    (   3,688)
                                                       --------      --------


Net decrease in cash                                  (  18,714)    (   3,688)
Cash at beginning of period                              31,608        38,972
                                                       --------      --------
Cash at end of period                                  $ 12,894      $ 35,284
                                                       ========      ========
































          See accompanying notes to consolidated financial statements.
                                        4

<PAGE>



                      GENERAL DEVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001

                                   (UNAUDITED)

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

     The accompanying  unaudited  consolidated  financial  statements of General
Devices,  Inc. and Subsidiary  (the  "Company") as of March 31, 2002 and for the
three  months  ended March 31, 2002 and 2001  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  consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial  statements and notes thereto  included in the Company's Annual Report
on Form  10-KSB  for the  year  ended  December  31,  2001,  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  months  ended March 31, 2002 and
2001 are not necessarily indicative of the results to be expected for the entire
year or for any other period.


2.   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.








                                        5

<PAGE>



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

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

     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 such
offices were relocated to Bedminster, New Jersey. The Company had no revenues in
the three months ended March 31, 2002 or in 2001.

     General  and  administrative  expenses  were  $4,292  and  $10,343  for the
quarters ended March 31, 2002 and 2001, respectively. General and administrative
expenses for the quarter ended March 31, 2002  consisted of  accounting  fees of
$2,000,  stockholders expenses of $1,554,  management fees of $600 and all other
office  expenses  of $138.  In the  quarter  ended  March 31,  2001  general and
administrative  expenses  consisted of accounting  fees of $7,500,  stockholders
expenses of $2,011,  management  fees of $600 and all other  office  expenses of
$232.



















                                        6


<PAGE>

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

     At March 31, 2002 the  Company had cash and working  capital of $12,894 and
$4,232,  respectively.  Management  believes that the Company's cash is adequate
for its current business  activities.  Additional  financing may be required for
the costs of seeking an  acquisition  of an operating  business.  Management  is
currently reviewing additional sources of financing should it become necessary.



Part II - OTHER INFORMATION
-------   -----------------

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

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

          None

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

          None

































                                        7

<PAGE>

                                   SIGNATURES


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

                                                      GENERAL DEVICES, INC.



Dated: May 1, 2002                               By:  /s/ John W. Galuchie, Jr.
                                                      -------------------------
                                                      John W. Galuchie, Jr.
                                                      Chairman




































                                        8