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

                                   FORM 10-QSB
(Mark One)

[X] QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
    OF 1934
                  For the quarterly period ended March 31, 2005
                                                 --------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT
                      For the transition period from            to
                                                     -----------    ------------

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

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


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

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

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

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days.
                                 Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date: As of April 30, 2005, the issuer had
3,597,922 shares of its common stock, par value $.01 per share, outstanding.

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







<PAGE>
PART I   -  FINANCIAL INFORMATION
------      ---------------------

Item 1   -  FINANCIAL STATEMENTS
------      --------------------


                      GENERAL DEVICES, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 March 31, 2005
                                   (UNAUDITED)




ASSETS
------
Current assets:
  Cash                                                    $ 104,909
  Prepaid expenses                                              222
  Other assets                                                  500
                                                          ---------
      Total current assets                                $ 105,631
                                                          =========


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

Current liabilities:
  Accounts payable and accrued liabilities                $  12,978
                                                          ---------
Stockholders' equity:
  Common stock $.01 par value 12,000,000
    shares authorized; 3,597,922 issued and outstanding      35,979
  Additional paid-in capital                              2,471,852
  Accumulated deficit                                    (2,415,178)
                                                          ---------
      Total stockholders' equity                             92,653
                                                          ---------
      Total liabilities and stockholders' equity          $ 105,631
                                                          =========













     See accompanying notes to condensed consolidated financial statements.

                                       2

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




                                                   Three Months Ended
                                                         March 31,
                                                 ----------------------
                                                     2005        2004
                                                 ---------    ---------
Revenues:
  Interest income                                $       -    $      61

Expenses:
  General and administrative                        19,057       18,901
                                                 ---------    ---------

Net loss                                        ($  19,057)  ($  18,840)
                                                 =========    =========

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

Weighted average number of
  shares outstanding                             3,028,478    2,347,922
                                                 =========    =========





























     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>
                      GENERAL DEVICES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)





                                                   Three Months Ended
                                                         March 31,
                                                   --------------------
                                                     2005        2004
                                                   --------    --------

Cash flows from operating activities:
  Net loss                                        ($ 19,057)  ($ 18,840)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
  Change in operating assets and liabilities:
    Prepaids and other assets                           334         336
    Accounts payable and accrued liabilities      (   2,020)  (   2,587)
                                                   --------    --------
      Net cash used in operating activities       (  20,743)  (  21,091)
                                                   --------    --------

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

Net increase (decrease) in cash
  and cash equivalents                              104,257    (  21,091)
Cash and cash equivalents at beginning of period        652       80,728
                                                   --------     --------
Cash and cash equivalents at end of period         $104,909     $ 59,637
                                                   ========     ========

























     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>
                      GENERAL DEVICES, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2005 AND 2004
                                   (UNAUDITED)

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

     The accompanying  unaudited condensed  consolidated financial statements of
General  Devices,  Inc. and Subsidiary  (the "Company") as of March 31, 2005 and
for the  three  months  ended  March  31,  2005 and 2004  reflect  all  material
adjustments  consisting  of only  normal  recurring  adjustments  which,  in the
opinion of management,  are necessary for a fair presentation of results for the
interim periods.  Certain  information and footnote  disclosures  required under
accounting  principles  generally  accepted in the United States of America have
been  condensed  or  omitted  pursuant  to  the  rules  and  regulations  of the
Securities  and  Exchange  Commission,  although the Company  believes  that the
disclosures are adequate to make the information presented not misleading. These
condensed  consolidated  financial statements should be read in conjunction with
the condensed  consolidated  financial  statements and notes thereto included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004,
as filed with the Securities and Exchange Commission.

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

     The results of  operations  for the three  months  ended March 31, 2005 and
2004 are not necessarily indicative of the results to be expected for the entire
year or for any other period.



                                       5
<PAGE>
2.   Common Stock
     ------------

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

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

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

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

     A  management  fee of $4,000 per month is paid to Asset Value Fund  Limited
Partnership   ("AVF")  for  management   services  performed  for  the  company.
Management  services  include,  among other things,  SEC filings,  negotiations,
evaluating  merger  and  acquisition   proposals,   accounting  and  shareholder
relations.  AVF is the beneficial  owner of  approximately  44% of the Company's
common stock.













                                       6
<PAGE>
Item 2  -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
------
           CONDITION AND RESULTS OF OPERATIONS
           -----------------------------------
General
-------

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

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

     General  and  administrative  expenses  were  $19,057  and  $18,901 for the
quarters ended March 31, 2005 and 2004, respectively. General and administrative
expenses for the quarter ended March 31, 2005  consisted of  management  fees of
$12,000,  accounting  fees of $1,945,  stockholders  expenses  of $1,835 and all
other office expenses of $3,277.  For the quarter ended March 31, 2004,  general
and administrative expenses consisted of management fees of $12,000,  accounting
fees of $2,000,  stockholders  expenses of $1,668, and all other office expenses
of $3,233.

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

     The  Company  pays a monthly  management  fee of $4,000 to Asset Value Fund
Limited  Partnership  ("AVF") for management services performed for the company.
Management  services  include,  among other things,  SEC filings,  negotiations,
evaluating merger and acquisition proposals, internal accounting and shareholder
relations.  AVF is the beneficial  owner of  approximately  44% of the Company's
common stock.


                                       7
<PAGE>
Liquidity and Capital Resources
-------------------------------

     At March 31,  2005 the  Company had cash of  $104,909.  Working  capital at
March 31, 2005 was $92,653.  Management  believes its cash is sufficient for its
operations  for the  next  twelve  months  and  for  the  costs  of  seeking  an
acquisition of an operating business.

     Net cash used in  operations  was $20,743 for the three  months ended March
31, 2005 and $21,091 for the three months  ended March 31, 2004,  due to the net
loss recorded in each period.

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

Off-Balance Sheet Arrangements
------------------------------
     The Company has no off-balance sheet arrangements.






























                                       8
<PAGE>
Item 3  -  CONTROLS AND PROCEDURES
------     -----------------------

     As of the end of the period  covered by this  report,  the Company  carried
out,  under  the  supervision  and  with  the  participation  of  the  Company's
management,  including its Chief Executive Officer and Chief Financial  Officer,
an evaluation of the  effectiveness of the design and operation of the Company's
disclosure  controls and  procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the  Securities  Exchange  Act of 1934).  Based upon and as of the date of
that  evaluation,  the  Chief  Executive  Officer  and Chief  Financial  Officer
concluded  that the  design  and  operation  of these  disclosure  controls  and
procedures are effective.  There was no change in the Company's internal control
over financial  reporting (as defined in Rule 13a-15(f) and 15d-15(f)  under the
Securities  Exchange Act of 1934)  during the quarter  ended March 31, 2005 that
has  materially  affected  or is  reasonably  likely to  materially  affect  the
Company's internal controls over financial reporting.

Compliance with Section 404 of Sarbanes-Oxley Act
-------------------------------------------------

     In order to achieve  compliance with Section 404 of the  Sarbanes-Oxley Act
of 2002 (the "Act") by December  31,  2006,  the  Company  expects to begin,  in
fiscal  2005,  the system and process  documentation  and  evaluation  needed to
comply with Section 404.

























                                       9
<PAGE>
PART II  -     OTHER INFORMATION
-------        -----------------

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

               None

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

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

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

               None

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

               None

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

               None

Item 6  -      EXHIBITS AND REPORTS ON FORM 8-K
------         --------------------------------

               Exhibits
               --------

                3.1  Articles of Incorporation (Incorporated by reference
                     to Proxy Statement on Schedule 14A filed on July 14,
                     2000)

                3.2  By-laws (Incorporated by reference to Proxy Statement
                     on Schedule 14A filed on July 14, 2000)

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

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

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




                                       10
<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 13, 2005                       By: /s/ John W. Galuchie, Jr.
                                               -----------------------------
                                               John W. Galuchie, Jr.
                                                 Chairman and President
                                                (Chief Executive Officer
                                                 and officer duly authorized
                                                 to sign on behalf of
                                                 the small business issuer)



































                                       11
<PAGE>
                                                                   EXHIBIT 31.1
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

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

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

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

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

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

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

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

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

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

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

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




May 13, 2005                                         /s/ John W. Galuchie, Jr.
                                                     -------------------------
                                                     John W. Galuchie, Jr.
                                                     Chief Executive Officer




<PAGE>
                                                                   EXHIBIT 31.2
                    CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Sue Ann Merrill, certify that:

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

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

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report; 4. The small business  issuer's other certifying  officer and I are
     responsible  for  establishing  and  maintaining  disclosure  controls  and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
     the small business issuer and have:

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

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

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

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

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

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






May 13, 2005                                         /s/ Sue Ann Merrill
                                                     -------------------------
                                                     Sue Ann Merrill
                                                     (Principal Accounting and
                                                      Financial Officer)

<PAGE>





                                                                      Exhibit 32

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

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

     1.   The  Quarterly  Report on Form  10-QSB of the  Company  for the period
          ended March 31, 2005,  fully complies with the requirements of Section
          13(a) or Section  15(d) of the  Securities  Exchange  Act of 1934,  as
          amended;

    and

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


Dated: May 13, 2005



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



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