June 7, 2006


By facsimile to (212) 687-3523 and U.S. Mail


Mr. Damien R. Tanaka
President and Chief Executive Officer
General Devices, Inc.
153 Greenwood Avenue
Bethel, CT 06801

Re:	General Devices, Inc.
	Registration Statement on Form SB-2 and
	Pre-effective Amendment 1 to Registration Statement on Form
SB-2
	Filed March 24, 2006 and May 12, 2006
File No. 333-132722
Annual Report on Form 10-KSB for the fiscal year ended December
31,
2005
and Exchange Act Reports
File No. 0-3125

Dear Mr. Tanaka:

	We reviewed the filings and have the comments below.

	Where indicated, we think that you should revise the
documents
in response to the comments.  If you disagree, we will consider
your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

      Our review`s purpose is to assist you in your compliance
with
applicable disclosure requirements and to enhance the overall
disclosure in your documents.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

SB-2

General

1. Please comply with the following comments in your current
registration statement and, to the extent applicable, in future
Exchange Act filings.

2. Please provide updated financial statements and related
disclosures, as necessary, to comply with Item 310(g) of
Regulation
S-B.

3. Disclosure indicates that GDI was a reporting shell company
with
no operations before its January 23, 2006 merger with Aduromed.
Our
view is that both before and after the transaction GDI`s promoters
or
affiliates and their transferees "are" underwriters of the
securities
issued.  Our view also is that Rule 144 would be unavailable for
resale transactions in this situation, regardless of technical
compliance with the rule.  See our Worm no-action letter, publicly
available January 21, 2000.  As appropriate, revise the disclosure
throughout the registration statement, including the prospectus`
outside front cover page and the selling holders and plan of
distribution sections, to make clear that:

* GDI`s promoters or affiliates and their transferees "are"
underwriters of the securities issued.  Language such as "may be
deemed to be" an underwriter is unacceptable.

* Rule 144 is unavailable for resale transactions in this
situation.

4. We note your citation of studies and reports by Frost &
Sullivan,
Arthur D. Little, and other third parties.  Provide us marked
copies
of any materials that support third party statements in the
prospectus, cross referencing clearly a statement with the
underlying
support.  Tell us whether you believe that these materials are the
most recent materials on the subject by the authors.  Tell us
whether
the materials have been made available to the public without
payment
of subscription or similar fees.  If any of these materials have
been
published in widely circulated media of general interest or among
industry participants, tell us when and where.  Unless these
materials have been used in widely circulated media of general
interest or among industry participants, you must adopt the
statements that you attribute to them as your own or file signed
and
dated consents from each as exhibits to the registration
statement.


Registration Statement`s Facing Page

5. Since GDI is relying on Rule 415 under the Securities Act,
check
the applicable box.

Prospectus` Outside Front Cover page

6. It appears that the securities being offered for resale
referred
to under (iii) in the fourth bullet point are the same securities
as
being offered for resale referred to in the sixth and seventh
bullet
points.  If true, please revise to clarify this fact.  If untrue,
the
calculation of registration fee table is incorrect.  If necessary,
please revise the calculation of registration fee table.

Table of Contents

7. Move the two paragraphs after the table of contents so that
they
follow the summary and risk factors sections.  See Items 502 and
503(c)(2) of Regulation S-B.

Background, page 1

8. Explain briefly "turnkey systems."

Products and Services of the Company following Merger with
Aduromed,
page 1

9. This subsection of the prospectus summary is too detailed and
includes information best presented in the business section.
Revise
to highlight in a brief overview the key aspects or features of
GDI
and its business, and make clear that the Aduromed business is at
an
early stage of commercialization.  We note the disclosure in the
second risk factor.  Explain "in situ."

Merger of GDI and Aduromed, page 3

10. Identify the members of the Investors Group.   We note the
disclosure in the current report on Form 8-K dated January 23,
2006
and filed January 27, 2006.

Risk Factors, page 6

11. Include in each risk factor`s discussion information necessary
to
assess the risk, including its magnitude.  For example:

* The second risk factor states that the Aduromed business is at
an
early stage of commercialization.  Quantify the amount of revenue
obtained from the Aduromed business during the periods presented
in
the financial statements.

* The fifth risk factor states that GDI may be unable to develop
new
products that achieve market acceptance.  Disclose whether GDI has
any products in development.  If so, describe briefly the
development
status.  We note the disclosure on page 36 that two systems are in
development.

* The tenth risk factor states that one customer accounted for 40%
of
revenues, internationally and domestically, in 2005.  Indicate the
extent of GDI`s operations outside the United States.

* The thirteenth risk factor states that GDI is obligated to
register
the securities held by the investors group.  Quantify the
securities
being registered.  We note the disclosure in the fifteenth and
sixteenth risk factors.

12. The sixth risk factor states that GDI is not subject to
regulation for disposal or removal medical waste, but the seventh
risk factor states that malfunction or misuse of its MedClean
systems
may result in violation of various health and safety regulations
that
would subject GDI to possible liability.  Please reconcile the
disclosures.

13. The fifteenth and sixteenth risk factors state that GDI filed
the
registration statement to register 62,367,500 shares of common
issuable upon conversion of series A preferred stock, series B
preferred stock, and the exercise of warrants and options.  Please
reconcile this disclosure with disclosure in the calculation of
registration fee table that 82,789,698 shares of common stock are
being registered.

14. Some risk factors include language like "There can be no
assurance," "There is no assurance," "there can be no assurance,"
"we
cannot assure," "we cannot guarantee," and "We cannot offer any
assurances."  For example, refer to the first, third, fourth,
fifth,
seventh, eighth, ninth, eleventh, thirteenth, and eighteenth risk
factors.  Since the risk is the situation described and not GDI`s
inability to assure or guarantee, please revise.

Plan of Distribution, page 11

15. Revise the first sentence in the last paragraph on page 12 to
remove the phrase "if required" because in the situation described
GDI will be required to file a prospectus supplement.

Directors, Executive Officers, Promoters and Control Persons, page
13

16. In the biographical paragraph of Mr. Jay S. Bendis, describe
briefly his business experience during the past five years.  See
Item
401(a)(4) of Regulation S-B.

Security Ownership of Beneficial Owners of More than 5% of Each
Class
of the Company`s Voting Securities, page 16

17. For a beneficial owner such as Crown Capital Pty Ltd. that is
not
a natural person, identify by footnote or otherwise the natural
person or persons having sole or shared voting and investment
control
over the securities held by the beneficial owner.  Since Item 403
of
Regulation S-B requires disclosure of all beneficial owners, with
reference to beneficial ownership as it is defined in Rule 13d-3
under the Exchange Act, identify all persons who, directly or
indirectly, have or share voting and investment control.  We note
the
disclosure in footnote (2).

Selling Holders, page 18

18. For a beneficial owner such as Pacific International Holdings
Limited that is not a natural person, identify by footnote or
otherwise the natural person or persons having sole or shared
voting
and investment control over the securities held by the beneficial
owner.  Refer to telephone interpretation 4S. in the Regulation S-
K
section of the March 1999 supplement to our "Manual of Publicly
Available Telephone Interpretations" that is available on the
Commission`s website at http://www.sec.gov.  We note the
disclosure
in footnote (38).

19. Expand the disclosure to include all compensation fees payable
under financing agreements with selling holders, including future
transactions.  Disclose any other material relationships between
the
selling holders and GDI or Aduromed within the past three years.
See
Item 507 of Regulation S-B.

20. Identify the transactions in which the selling holders
received
the securities being registered for resale.

21. Describe briefly any continuing relationship of GDI with
selling
holders.

22. Other than Kuhns Brothers, Inc. and its affiliates identified
in
footnotes (28)-(35), confirm that none of the selling holders is a
broker-dealer or a broker-dealer`s affiliate.

23. For a selling holder that is a broker-dealer`s affiliate,
include
disclosure that this broker-dealer`s affiliate:

* Purchased the securities to be resold in the ordinary course of
business.

* Had no agreements or understandings, directly or indirectly,
with
any person to distribute the securities at the time of their
purchase.

	If GDI is unable to make the representations noted above in
the
prospectus, GDI must 	state in the prospectus that the selling
holder is an underwriter.  Language such as "may 	be deemed to be"
an
underwriter is unacceptable if the selling stockholder is an
affiliate 	of an underwriter that cannot make these
representations.

Description of Securities, page 22

24. Delete in the first paragraph the qualification of the
description to documents outside the prospectus.  The
qualification
is permitted under Rule 411(a) of Regulation C under the
Securities
Act only where a summary of a particular document is required or
contemplated by the form.

25. We read that at March 31, 2006, General Devices had 20,942,857
shares of common stock issued and outstanding, of which 259,600
shares are held by Aduromed.  Based on your March 31, 2006
financial
statements in your Form 10-QSB, we assume that you have accounted
for
the stock held by Aduromed as treasury stock.  Please revise this
disclosure accordingly as we believe your reference to shares held
by
Aduromed may be confusing to your readers.

Voting, page 23

26. For greater clarity, revise this paragraph to present
information
in bullet point statements to the extent practicable.

Organization with Last Five Years,

27. Disclosure here appears inconsistent with disclosure
elsewhere,
including disclosure under "Prior Transactions with Officers of
the
Company and Aduromed" on page 38.  Please revise or advise.


Development of Business of Aduromed Prior to Merger, page 27

28. Disclosure states that Aduromed is "one of the largest" modern
day providers of systems for the on-site treatment, process, and
safe
disposal of regulated medical waste.  Indicate the basis for the
statement.  For example, revenues, gross profit, net income,
market
share, or some other quantifiable indicator.  Otherwise, delete
the
statement.  If you are using or relying upon a study or report as
support for this and other statements, provide us a copy of the
study
or report.

29. Provide support for the statement that:

* Aduromed, through its strong supplier and client base, is
positioned for significant growth in the medical waste industry.

We note disclosure in the second risk factor that the Aduromed
business` early stage of commercialization means that it has less
insight into how market and technology trends may affect it.

Management`s Discussion and Plan of Operation, page 29

30. We note the disclosures in this section of your filing.  You
may
wish to include these disclosures under your Description of
Business.
Please revise your MD&A to provide the disclosures required by
Item
303(b) and (c) of Regulation S-B.  In this regard, given your
January
23, 2006 merger, you should analyze the results of operations and
financial condition of Aduromed as the predecessor of the current
registrant.  You should also analyze Aduromed`s liquidity,
including
a discussion of the underlying factors that drove significant
changes
reflected on Aduromed`s statements of cash flows, such as changes
in
accounts receivable, inventory, accounts payable and accrued
liabilities, and borrowings.  You should also disclose any
significant changes to the registrant since the most recent
balance
sheet provided, including changes in borrowings or equity.  Refer
to
Release 33-8350, available on our website at
www.sec.gov/rules/interp/33-8350.htm, for additional information.

31. We note your discussion of backlog on page 36.  Please revise
to
quantify the amount of this backlog that you expect to fill during
the current fiscal year.


The Medical Waste Segment Competitive Business Conditions, page 30

32. Disclosure states that Aduromed`s MedClean systems are
"approved"
for use throughout the United States and Canada.  Identify the
party
or parties approving the systems` use throughout the United States
and Canada.

Cost Saving, page 31

33. Disclosure states that capital financing is available.  Expand
the disclosure to describe in sufficient detail the availability
of
capital financing.  Explain what role, if any, GDI and Aduromed
perform in making capital financing available.

Frost and Sullivan Report, page 31

34. Clarify for us whether GDI intends for a potential investor to
conclude from the disclosure that Frost & Sullivan is actively
endorsing or promoting Aduromed`s product offerings.  File the
consent of Frost & Sullivan as an exhibit to the registration
statement.  See Rule 436 of Regulation C under the Securities Act.

Sources and Availability of Raw Materials and Names of Principal
Suppliers, page 33

35. Disclose whether GDI or Aduromed has any agreements with
suppliers.  If so, state the agreements` principal provisions,
including duration or term.  Also file the agreements as  exhibits
to
the registration statement.  We note the disclosure in the second
risk factor and elsewhere that GDI relies on a contract with Weima
to
supply parts for the shredder portion of the system.

Dependence on a Few Major Customers, page 33

36. Disclose the number of Aramark clients that purchased
Aduromed`s
MedClean systems and services during the periods presented in the
financial statements.

37. If retained, present the information in the third paragraph
under
a discrete caption or heading.

Effect of Regulation on Aduromed`s Business, page 35

38. Revise the table on page 36 to include Aduromed`s actual
penetration of the on-site medical waste treatment equipment
market
as of the date of the prospectus.

39. Provide support for the statement that savings from use of
Aduromed`s systems can range:

* From $250,000 to $300,000 a year for a 300-bed hospital.

* From $500,000 and higher a year for a 750-bed hospital.

40. Disclosure states that MedClean 30 and MedClean 50 series
systems
are in development.  Expand the disclosure to indicate whether the
systems are in the planning stage, whether prototypes exist, the
degree to which design has progressed, and whether further
engineering is necessary.

41. Disclosure that patents are pending for the proprietary
process
of the systems in development is inconsistent with disclosure in
the
fourth risk factor that GDI does not have nor does it intend to
apply
for patent protection for the processes and technology used in the
Aduromed business.  Please reconcile the disclosures.

The Aramark Agreement, page 36

42. Quantify the amount of revenues attributable to the Aramark
Agreement during the periods presented in the financial
statements.

Description of Properties, page 37

43. Disclosure states that GDI entered into a lease agreement
dated
February 3, 2006.  File the agreement as an exhibit to the
registration statement.

Certain Relationships and Related Transactions, page 37

44. Disclosure under "Notes Payable-Long-Term" in the financial
statements` notes states that Aduromed has a note payable to a
bank
that is personally guaranteed by an officer.  Confirm that
disclosure
of the guarantee is not required under Item 404 of Regulation S-B
in
this section.

Executive Compensation, page 40

45. Delete the second paragraph.  We note the disclosure under
"Directors, Executive Officers, Promoters and Control Persons" on
page 13.


Aduromed Corporation`s Financial Statements for the year ended
December 31, 2005

Note 2 - Summary of Significant Accounting Policies
Net Loss per Common Share, page F-8

46. We read that outstanding warrants and options were not
included
in your calculation of net loss per share because they are
antidilutive.  Please revise to clarify that your convertible debt
and your convertible preferred stock are also excluded from your
calculation of net loss per share because they are antidilutive.
You
should also quantify the total number of common stock equivalents
that are excluded because they are antidilutive for each period
for
which you present an income statement.  Refer to paragraph 40(c)
of
SFAS 128.

47. Based on the description of your preferred stock, both before
and
after your January 2006 merger, we assume that your preferred
stock
is a participating security as defined in EITF 03-6.  Please
confirm
our assumption, or provide us with a detailed analysis of how you
determined that your preferred stock was not a participating
security.  If our assumption is correct, please revise your net
loss
per share footnote to clarify that you calculate net loss per
share
using the two-class method, but that because your preferred stock
does not have a contractual obligation to share in your losses, it
is
excluded from your calculation of basic net loss per share.  If
applicable, you should also revise your calculation of earnings
per
share at March 31, 2006 for this issue.

Inventory, page F-9

48. Please revise to disclose, if true, that you account for your
inventory at the lower of cost or market.

Business Combination, page F-9

49. Based on your description of the October 2002 merger, we
assume
that DQA One Corporation acquired the minority interests (i.e.,
the
portion not controlled by DQA One, LLC) in Automated Process, LLC
at
the time of this merger.  If our assumption is correct, it is
unclear
to us why you did not account for the acquisition of these
minority
interests under the purchase method.  Please advise or revise.  If
our assumption is incorrect, please revise the description of this
transaction to more clearly explain what happened.  Refer to
paragraph 14 of SFAS 141 and FTB 85-5.

50. We read that you paid Bucci and Augustin three percent on the
sales of certain products for three years subsequent to the
closing
of the September 2002 acquisition.  This appears to be contingent
consideration for your purchase of their interests in Automated
Process, LLC.  It is unclear to us why you accounted for this
contingent consideration as cost of sales instead of as an
additional
component of the cost of this acquisition.  Please advise or
revise.
If you did not account for the acquisition of Bucci and Augustin`s
interests under the purchase method because they were the common
controllers in the September and October 2002 mergers, please
clarify
that fact.

Revenue Recognition, page F-9

51. We read that you have construction type contracts and that you
account for revenues under the percentage-of-completion method.
Please refer to paragraphs 13 and 14 of SOP 81-1.  Based on the
description of your business and products, it does not appear that
you meet the criteria for percentage of completion accounting
under
SOP 81-1.  We believe that companies that do not meet the specific
criteria of SOP 81-1 should account for revenue recognition under
SAB
Topic 13.  Please advise or revise your disclosures and your
financial statements accordingly.

52. We read that your billing policy is to bill 25% of the price
at
signing, 50% of the price upon delivery and installation of all
components, and the final 25% upon acceptance of completion by the
customer.  Based on this description, it appears that you have
customer acceptance provisions for your product.  If this is true,
it
is unclear to us that it would be appropriate for you to recognize
any revenue for a sale until this customer acceptance occurs.
Please
advise or revise your financial statements and your revenue
recognition policy accordingly.  Refer to SAB Topic 13A(3)(b).

Note Payable - Long-Term, page F-11

53. We read that you have a note payable to a bank due in 2012.
Please revise to quantify the balance outstanding under this note
at
year end.

Note 4 - Preferred Stock, page F-14

54. We note that you issued warrants with your Series A and Series
B
Preferred Stock, and that you have classified these warrants as
equity.  Please provide us with your analysis under paragraphs 12-
32
of EITF 00-19 to support your classification of these warrants as
equity.  Also provide us with your analysis of how the embedded
conversion feature of your preferred stock meets the criteria of
paragraph 11(a) of SFAS 133 such that the embedded conversion
feature
does not need to be bifurcated and accounted for as a derivative.

Note 5 - Common Stock, page F-14

55. We note your discussion of various six month convertible notes
that were issued during 2005 and have the following comments:

* Please revise, either here or in your discussion of notes
payable
in Note 2, to quantify the principal amount of each of these
notes.

* Please quantify the total amount of interest expense paid for
each
of these notes from your issuance of common stock and stock
warrants.
Also discuss why you needed to pay such a high rate of interest
for
these borrowings in your MD&A discussion of liquidity.

* Please clarify if or when the note issued on April 8, 2005 was
repaid.

* Please clarify whether these notes were issued to related
parties
or to third parties.

* We note that you also issued detachable warrants with these
convertible notes.  Please tell us what consideration you gave to
determining whether these convertible notes contained beneficial
conversion features.  Refer to EITF 98-5 and EITF 00-27.

56. We read in Note 6 that you adopted SFAS 123(R) during 2005.
Please revise to clarify how you determined the fair value of the
300,000 shares of common stock issued to your president as
compensation for services.

Note 6 - Stock Options and Warrants, page F-14

57. We read that you applied the modified prospective method of
adopting SFAS 123(R).  We also note from your table on page F-16
that
you had stock compensation in 2004.  Given your use of the
modified
prospective method, please confirm to us that any required service
period related to the 2004 stock compensation had been rendered
prior
to January 1, 2005, or tell us where you recorded the related
stock
compensation expense upon adoption of SFAS 123(R).  Refer to
paragraph 74 of SFAS 123(R).


General Devices, Inc.`s Financial Statements for the year ended
December 31, 2005

General

58. Based on the information in your pro forma financial
statements,
it appears that General Devices qualifies as a "significant"
acquisition for Aduromed under Item 310(c)(2)(iii) of Regulation
S-B.
Therefore, please continue to provide these December 31, 2005
financial statements of General Devices in future amendments of
this
Form SB-2.

Pro Forma Consolidated Financial Statements
Note 2 - Pro Forma Adjustments, page F-36

59. We read that you have made pro forma adjustments to agree
retained earnings to those of Aduromed.  Please reconcile the
$3,662,332 accumulated deficit that you are showing in your pro
forma
financial statements to Aduromed`s accumulated deficit of
$3,419,431.
If necessary, revise your footnotes to explain any additional pro
forma adjustments that you have made to your accumulated deficit.

60. We read that you made a pro forma adjustment to reflect the
purchase of $600,000 of treasury stock concurrent with the merger.
This appears to be the first time that you have disclosed this
purchase of treasury stock.  We have the following comments:

* Please revise your disclosures about the merger here and
throughout
your filing to clarify, if true, that concurrent with the merger
you
repurchased this stock from Halter Capital Corporation, and to
clarify the relationship between this company and your president
before the merger, Kevin Halter, Jr.

* Please revise to quantify the number of shares repurchased.

* Please disclose how you determined the purchase price for these
shares.  If the purchase price was significantly in excess of
market
price, please disclose this fact and tell us how you determined
that
it was appropriate to reflect the excess paid as a reduction to
equity.

Note 4 - Earnings per Share, page F-38

61. Please reconcile the earnings per share seen here to that seen
on
the face of your pro forma statement of operations.


Recent Sales of Unregistered Securities, page II-1

62. In the second paragraph, state the value of the 539,780 shares
of
common stock issued to Mr. Kevin Halter, Jr. in consideration for
services.  See Item 701(c) of Regulation S-B.

Undertakings, page II-5

63. Include the undertakings specified by subparagraphs (a)(5) and
(a)(6) of Item 512 of Regulation S-B.

Exhibits

64. Include an exhibit index immediately before the exhibits filed
with the registration statement.  See Rule 102(d) of Regulation S-
B.
This exhibit index and Item 27 are not synonymous.

65. Please provide updated consents from your independent
accountants
in each amendment to your registration statement.

Exhibit 5.1

66. We note that you intend to file by amendment the legality
opinion.  Allow us sufficient time to review the opinion before
requesting acceleration of the registration statement`s
effectiveness.

10-KSB

Exhibits

67. Include in future filings an exhibit index immediately before
the
exhibits filed with the Form 10-KSB.  See Rule 102(d) of
Regulation
S-B.  This exhibit index and Item 13 are not synonymous.

Signatures

68. GDI`s principal accounting officer or controller also must
sign
the Form 10-KSB.  Further, any person who occupies more than one
of
the specified positions, for example, principal accounting officer
or
controller and principal financial officer must specify each
capacity
in which he signs the Form 10-KSB.  Please revise in future
filings.

March 31, 2006 10-QSB

Forward Looking Statements, page 3

69. Since GDI is a penny stock issuer, GDI is ineligible to rely
on
the safe harbor provision.  See section 21E(b)(1)(c) of the
Exchange
Act.  Please delete the reference to the safe harbor provision in
future filings.  Alternatively, make clear that GDI is ineligible
to
rely on the safe harbor provision.

Unaudited Consolidated Statements of Stockholders` Equity
(Deficit),
page F-4

70. We read in Note 6 that you have given retroactive effect back
to
January 1, 2006 for the impact of the reverse merger on your
common
stock.  We believe that the reverse merger is best presented in
your
statements of equity by presenting the historical number of shares
and related activity of Aduromed for periods prior to the merger
date.  Such amounts should be recast similar to a stock split to
reflect the number of shares received by Aduromed shareholders in
the
merger.  You should then reflect General Devices` shares
outstanding
and equity balances as of the merger date, including the purchase
of
treasury stock that was part of the merger agreement, on a single
line that identifies these are shares effectively issued to former
General Devices` shareholders as part of the January 23, 2006
recapitalization.  The shares effectively issued to former General
Devices` shareholders should not be included in your calculations
of
net loss per share during 2005 as they are considered a January
2006
transaction.  Please revise accordingly.

Note 7 - Stock Options and Warrants, page F-14

71. We note that at the closing of the reverse merger, you
exchanged
the stock options that were convertible into Aduromed`s common
stock
for stock options that were convertible into General Devices`
common
stock.  Please revise your disclosures here or elsewhere in your
filing to clarify whether you changed any other terms of these
options, and to confirm, if true, that the modification of these
options did not result in any additional stock compensation
expense
under SFAS 123(R).

Exhibit 31.1 and 31.2

72. We note that you have included language referring to your
internal controls over financial reporting in the introductory
language to paragraph 4 of your certifications.  We assume that
you
included this language in error since you have not included
paragraph
4(b) of these certifications as specified in our Release 33-8238
and
there are no other indications that you have performed an
evaluation
of internal controls over financial reporting in accordance with
Item
308 of Regulation S-B.  Please confirm our assumption, if true,
and
revise future filings to exclude this reference from the
introductory
language to paragraph 4 until such time as you perform an
evaluation
of internal controls over financial reporting.  Refer to our
Release
33-8238 for additional information.

Amendment 1 to 8-K dated January 23, 2006 and filed January 31,
2006

Exhibits 1, 3, and 5

73. Absent an order granting confidential treatment, Item
601(b)(10)
of Regulation S-B requires the filing of material contracts,
including attachments, in their entirety.  Attachments include,
for
example, annexes, appendices, exhibits, and schedules.  Since GDI
did
not file all of the attachments to the exhibits, please refile the
exhibits in their entirety.

Closing

	File amendments to the SB-2 and the 8-K dated January 23,
2006
in response to the comments.  To expedite our review, GDI may wish
to
provide us three marked courtesy copies of the amendments.
Include
with the filings any supplemental information requested and a
cover
letter tagged as correspondence that keys the responses to the
comments.  If GDI thinks that compliance with any of the comments
is
inappropriate, provide the basis in the letter.  We may have
additional comments after review of the amendments, the responses
to
the comments, and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since GDI and its management are in possession
of
all facts relating to the disclosure in the registration
statement,
they are responsible for the adequacy and accuracy of the
disclosures
that they have made.

      If GDI requests acceleration of the registration statement`s
effectiveness, GDI should furnish a letter at the time of the
request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve GDI from its full responsibility for the adequacy and
accuracy of the disclosure in the filing.

* GDI may not assert our comments and the declaration of the
registration statement`s effectiveness as a defense in any
proceeding
initiated by the Commission or any person under the United States`
federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that GDI provides us in our review of the registration
statement or in response to our comments on the registration
statement.

      We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on accounting comments to Jennifer
K.
Thompson, Staff Accountant, at (202) 551-3737 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768.  You may direct
questions
on other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or me at (202) 551-3767.

Very truly yours,





					     Jennifer R. Hardy
					     Legal Branch Chief

cc:	James R. Rae, Esq.
	Stairs Dillenbeck Finley
	330 Madison Avenue
	New York, NY 10017



Mr. Damien R. Tanaka
June 7, 2006
Page 1








UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE