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, 2000
                                           ----------------

                                       OR

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

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

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


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


             215 W. Church Road, Room 300, King of Prussia, PA 19406
           ----------------------------------------------------------
                    (Address of principal executive offices)


                                 (610) 992-1455
                       ----------------------------------
                           (Issuer's telephone number)

    -----------------------------------------------------------------------
              (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,  2000,  the issuer had  9,980,074  shares of its
common stock, par value $.01 per share, outstanding.

     Transitional Small Business Disclosure Format (check one). Yes    No X
                                                                   ---   ---




<PAGE>



Part I - FINANCIAL INFORMATION
------   ---------------------
Item 1 - Financial Statements
------   --------------------

                              GENERAL DEVICES, INC.
                                  BALANCE SHEET

                                   (UNAUDITED)

                                                                     March 31,
                                                                       2000
                                                                     ---------

Assets

Current assets:
  Cash                                                               $  19,519
                                                                     ---------
      Total current assets                                           $  19,519
                                                                     =========

Liabilities and Shareholders' Equity

Liabilities-                                                                 -

Shareholders' equity:
  Common stock $.01 par value 10,000,000
    shares authorized; 9,980,074 outstanding                            99,801
  Capital in excess of par value                                     2,022,031
  Accumulated deficit                                               (2,102,313)
                                                                     ---------

      Total shareholders' equity                                        19,519
                                                                     ---------

      Total liabilities and shareholders'
        equity                                                       $  19,519
                                                                     =========



                 See accompanying note to financial statements.

                                        1


<PAGE>



                              GENERAL DEVICES, INC.
                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

                                                          Three Months Ended
                                                               March 31,
                                                        ----------------------
                                                           2000         1999
                                                        ---------     --------

Revenues                                                $       -     $       -

General and
   administrative expenses                                  9,190         6,048
                                                        ---------     ---------

Loss before income taxes                               (    9,190)   (    6,048)

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

Net loss                                               ($   9,430)   ($   6,248)
                                                        =========     =========

Basic and diluted net loss per share                    $       -     $       -
                                                        =========     =========

Average weighted number of
   shares outstanding                                   9,980,074     7,742,139
                                                        =========     =========




                 See accompanying note to financial statements.

                                        2


<PAGE>



                              GENERAL DEVICES, INC.
                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                                            Three Months Ended
                                                                  March 31,
                                                           --------------------
                                                             2000         1999
                                                           -------      -------

Cash flows from operating activities:

   Net loss                                              ($  9,430)   ($  6,248)
   Decrease in accrued liabilities                       (  34,742)           -
                                                          --------     --------
      Net cash used in operating
        activities                                       (  44,172)   (   6,248)
                                                          --------     --------

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

Net increase (decrease) in cash
      and cash equivalents                               (  44,172)      94,464

      Cash - beginning                                      63,691        7,237
                                                          --------     --------

      Cash - ending                                       $ 19,519     $101,701
                                                          ========     ========


Supplemental disclosures of cash flow information:

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


                 See accompanying note to financial statements.

                                        3


<PAGE>



                              GENERAL DEVICES, INC.
                          NOTE TO FINANCIAL STATEMENTS
                             MARCH 31, 2000 AND 1999

                                   (UNAUDITED)

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

     The accompanying  unaudited financial  statements of General Devices,  Inc.
(the "Company") as of March 31, 2000 and for the three month periods ended March
31, 2000 and 1999 reflect all  material  adjustments  consisting  of only normal
recurring  adjustments which, in the opinion of management,  are necessary for a
fair  presentation of results for the interim periods.  Certain  information and
footnote disclosure required under generally accepted accounting principles have
been  condensed  or  omitted  pursuant  to  the  rules  and  regulations  of the
Securities  and  Exchange  Commission,  although the Company  believes  that the
disclosures are adequate to make the information presented not misleading. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-KSB for the
year  ended  December  31,  1999,  as filed  with the  Securities  and  Exchange
Commission.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

     Certain  reclassifications  have been made to the  prior  years'  financial
statements to conform to the current year's presentation.

     The results of operations  for the three month periods ended March 31, 2000
and 1999 are not  necessarily  indicative  of the results to be expected for the
entire year or for any other period.

                                        4


<PAGE>



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

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

     Since 1993 the Company has  essentially  been inactive.  Prior to that time
the Company was  primarily  engaged in the  temporary  placement  of  technical,
clerical and computer  personnel.  The Company has  liquidated the assets of its
former business and is actively seeking an acquisition with the goal of becoming
an operating business.

     General  and  administrative   expenses  in  both  periods  presented  were
principally  comprised of consulting  and transfer agent fees and general office
expenses.

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

     At March 31, 2000 the Company had cash and working capital of approximately
$19,519.  Management  believes  that  the  Company's  cash is  adequate  for its
business  activities and for the costs of seeking an acquisition of an operating
business.

                                        5


<PAGE>



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

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

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

       (27) Financial  Data  Schedule for the three months ended
            March 31, 2000.

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

          None

                                       6


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

                                        7