10KSB 1 file1.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB

MARK ONE:

[X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934

For the fiscal year ended December 31, 2005

[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from _________________ to _________________.

Commission file number 0-3125

GENERAL DEVICES, INC.
(Name of small business issuer in its charter)

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

153 Greenwood Avenue, Bethel, Connecticut 06801
(Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code (203) 798 1080

Securities registered under Section 12(b) of the Exchange Act:
NONE

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.0001 per share

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

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
----- -----

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained to
the best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act).
Yes X No
----- -----

Issuer had no revenues for the fiscal year ended December 31, 2005.

The aggregate market value of issuer's voting and non-voting common equity
held by non-affiliates (as defined by Rule 12b-2 of the Exchange Act) computed
by reference to the average bid and asked price of such common equity on
March 31, 2006 was $6,079,810.

As of March 31, 2006, the issuer had one class of common equity, and the
number of shares outstanding of such common equity is 20,942,857.

DOCUMENTS INCORPORATED BY REFERENCE

The following document(s) are incorporated by reference as part of this
Form 10-KSB:

Part/Item Description
--------- -----------
I/4 Information Statement filed September 29, 2005 on
Form SC 14F1 with respect to change of control
effected October 18, 2005.

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

PART I

Item 1 - DESCRIPTION OF BUSINESS
--------------------------------

The issuer ("Registrant"or "GDI") had been an inactive company from 1993
until its merger (the Merger") on January 23, 2006 with Aduromed Corporation, a
Delaware corporation ("Aduromed") engaged in the business of on-site treatment
of regulated medical waste ("RMW") including designing, selling, installing and
servicing turnkey systems to hospitals and other medical facilities. As a result
of the Merger Aduromed became the wholly-owned subsidiary of the issuer and the
former holders of the equity in Aduromed became holders of equity in GDI. GDI is
the holding company for Aduromed, its sole operating entity. Reference is
sometimes made to the "Company" when describing the business and operations of
the combined entities. Otherwise the term "Company" refers only to GDI.

COMPANY ACTIVITIES PRIOR TO MERGER

In August, 1996 GDI filed a petition under Chapter 11 of the Federal
Bankruptcy Code, and the Company's Chapter 11 reorganization plan was confirmed
by the court in 1998. In 1999 three investors purchased controlling interest in
the Company and on October 18, 2005 sold their interest to Halter Capital
Corporation a Texas corporation ("HCC"), in a cash transaction valued at
$198,199.47.

During the two years immediately prior to the acquisition of controlling
interest by Halter Capital Corporation, GDI had no material assets and has been
managed by Asset Value Fund Limited Partnership, one of the three investors that
had acquired control of the Company in 1999. For its services to the Company,
Asset Value Fund had been paid a fee at the annual rate of $48,000 in 2004 and
$36,000 for the first nine months of 2005. These services included, among other
things, filings with the SEC, negotiations, evaluating merger and acquisition
proposals, accounting and shareholder relations. Since confirmation of the
Company's Chapter 11 reorganization plan in 1998 the Company has not been party
to any bankruptcy, receivership or similar proceeding.

RECAPITALIZATION OF THE COMPANY

On December 12, 2005 GDI filed a Certificate of Amendment to its
Certificate of Incorporation with the Delaware Secretary of State providing for
an increase in the number of its authorized shares of common stock from
12,000,000 to 140,000,000 of which 100,000,000 are shares of Common Stock and
40,000,000 of which are shares of Preferred Stock, each with a par value of
$0.0001 per share.

REVERSE SPLIT OF COMMON STOCK

On December 12, 2005 GDI effected a 1:5 reverse split of its common stock
such that one new share of common stock was issued for every five (5) shares
held by each shareholder of record on October 28, 2005, with fractional share
holdings being "rounded up" to a full share. On January 23, 2006, Certificates
of Designations were filed with the Delaware Secretary of State creating, out of
the authorized preferred stock, 6,263,702 shares of a new Series A Preferred
Stock and 15,780,160 shares of a new Series B Preferred Stock.

ISSUANCE OF COMMON/SERIES A PREFERRED SHARES AND SERIES A WARRANTS PURSUANT TO
MERGER

On January 23, 2006, the Merger was effected. 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 the Series A Preferred Stock. In addition, warrants
previously issued to the Preferred Holders entitling them to purchase a total of
3,489,527 shares of common stock at $0.68 per share were converted into Company
warrants ("Series A Investor Warrants") to purchase 6,263,700.97 shares of its
Common Stock at $0.37883 per share.

OTHER WARRANTS

Pursuant to the Merger Agreement, upon the effective date of the Merger on
January 23, 2006, all warrants issued by Aduromed then outstanding ("Aduromed
Warrants") were converted into warrants issued by GDI to purchase its shares of
Common Stock at a conversion rate of 1.795 shares of the Common Stock for each
share covered by the Aduromed Warrants with an exercise price per share reduced
by a corresponding factor of 1.795.

POST MERGER ISSUANCE OF SERIES B PREFERRED STOCK AND WARRANTS

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 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
its Series B Preferred Stock and 15,780,160 warrants ("Series B Investor
Warrants"), each to purchase 15,780,160 shares of the Common Stock at $0.31754
and $0.37883 per share, respectively, to the Preferred Holders in consideration
for its 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".)

DEVELOPMENT OF BUSINESS OF ADUROMED PRIOR TO MERGER

The business of Aduromed (the "Aduromed Business") has, since its
inception, been to develop a market for promoting solutions for managing medical
waste on site including designing, selling, installing and servicing on site
(i.e. "in-situ") turnkey systems to treat regulated medical waste and to provide
these systems to hospitals and other medical facilities as efficient, safe, cost
effective and legally compliant solutions to incineration, off site hauling of
untreated waste and other alternative treatment technologies and methodologies.

Aduromed was formed in 1997 as a Connecticut limited liability company by
Mr. Damien R. Tanaka and two investors/members under the name "Automated Process
LLC." In September, 2002, (i) the two investors/members withdrew from active
participation in the business, (ii) the Connecticut limited liability company
was reorganized as a Delaware business corporation, changing its name to
"Aduromed Corporation" and (iii) several third parties invested funds in
Aduromed for working capital purposes to become minority shareholders, warrant
holders and creditors.

On September 23, 2005, Aduromed filed its Amended and Restated Certificate
of Incorporation with the Delaware Secretary of State by which it authorized
50,000,000 shares of common stock (par value $0.01 per share) and 20,000,000
shares of preferred stock (par value $0.01 per share); and on October 3, 2005,
it filed a Certificate of Designations of Series A Preferred Stock with the
Delaware Secretary of State. On October 5, 2005 it issued 3,489,527 shares of
its series A preferred stock and warrants covering 3,489,527 shares of its
common stock to the Preferred Holders in consideration for their investment in
the company of $1,989,030.39.

Neither Aduromed nor its predecessor has ever been the subject of any
bankruptcy, receivership or similar proceeding.

Other than (i) its transition from a Connecticut limited liability company
to a Delaware corporation in September, 2002, (ii) the increase in its
authorized shares of common stock in September 2005, (iii) the authorization of
preferred stock and issuance of its series A preferred in October, 2005 and (iv)
its Merger with the Company on January 23, 2006, it has not been a party to any
material reclassification, merger, consolidation, or purchase or sale of a
significant amount of assets not in the ordinary course of business.

BUSINESS OF ADUROMED

On January 23, 2006, 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.

Aduromed is one of the largest providers of systems for the on-site
treatment, process and safe disposal of RMW. The current US medical waste market
is estimated to be $1.7 billion and is expected to grow to $2.3 billion by 2010.
Source: U.S. Waste Management and Disposal, Frost & Sullivan, 2003.

ADUROMED'S PRODUCTS AND SERVICES.

The Aduromed MedClean(TM) system employs the following equipment and
machinery:

an autoclave vessel to sterilize the medical waste;

a shredding device, the MedClean(TM) Shredder, to convert sterilized waste
material into a harmless, non-recognizable confetti-like material qualifying the
end product as safe municipal solid waste;

a unique AutoTouch(TM) control station with software and hardware
components that integrate and bundle all operating and data recording functions
into a system complying with regulatory requirements for conversion and disposal
of medical waste, including real time centralized monitoring of the system's
functions;

a material transporter to mechanically transport the processed waste from
shredder to the municipal solid waste compacting dumpster, and;

a QuietCart(TM) transport cart system to facilitate a single source
containerization of the infectious waste from generation, sterilization,
processing and return for refill without need for human interaction for ultimate
operator safety.

The control panel of the AutoTouch(TM) Control Station assures regulatory
compliance by means of proprietary software. The software prevents any deviation
from the step-by-step processing of the waste, requires insertion of codes by
operators to access the system and monitors and records on a real time basis. It
governs the various aspects of the system's processes, including the load weight
during each cycle and the calculation and employment of the proper sterilization
parameters of weight, pressure, temperature and time. The ability to shortcut or
over-ride any of the steps in the waste conversion process is circumscribed by
the features of the control panel and its software.

Operation of the system through the control panel is simple, since it
dictates each step to be taken, once the operator enters the appropriate codes
to open up the control screen, and prohibits the ability of an operator to short
cut the required steps and procedures. Relatively little instruction is required
of the operator. A tutorial is offered by the software through the control
panel, and an operator can be fully trained within a few hours. The
AutoTouch(TM) control system can communicate in multiple languages, including
English and Spanish.

The AutoTouch(TM) software permits real time centralized monitoring of all
the functions and uses of each system by Aduromed. Additionally, the centralized
monitors track proper operation of a particular system. They also alert Aduromed
to the need to provide clients with supplies and preventative maintenance visits

The AutoTouch(TM) control panel and software are proprietary properties of
Aduromed and unique within the industry.

Consumable supplies, which Aduromed sells periodically to its customers,
include liners for Aduromed's proprietary QuietCart(TM), deodorizing pellets and
liquids for use in the autoclave, paper print rolls for recording data emanating
from the control panel and high temperature lubricants for the systems'
machinery and equipment. The cutting blades and other parts for the shredders
must be replaced from time to time and are purchased through Aduromed as the
exclusive distributor to hospital and medical facilities for Weima America
Incorporated.

The series of MedClean(TM) systems offered by Aduromed includes:

MC4 Series: Capacity - 300 to 600 pounds per cycle, up to 1,100 tons per year
typically used in hospital facilities with up to 500 beds.

MC5 Series: Capacity - 450 to 900 pounds per cycle, up to 1,750 tons per year to
be used in hospital facilities with up to 1,500 beds.

MC7 Series: Capacity - 2,500 to 5,000 pounds per cycle, with up to 9,500 tons
per year, suited for very large or co-located hospital campus settings or
off-site treatment facilities.

The designed capacities of the respective systems may be increased or
reduced to allow for the needs of the particular medical facility by extending
or contracting the overall length of the autoclave. Each processing cycle is
approximately 45 to 60 minutes in duration.

The sales price for design and installation of a MedClean(TM) system has
averaged approximately $450,000.

Purchasers of MedClean(TM) systems include the following medical
facilities:

City of Hope National Medical Center, California
Presbyterian Intercommunity Hospital, California
Valley Health System, California
Hospital of Saint Raphael, Connecticut Yale University School of Medicine,
Connecticut
Memorial Medical Center, Illinois
South Shore Hospital, Massachusetts
Faxton-St. Luke's Healthcare, New York
Maimonides Medical Center, New York
Hospital Damas, Puerto Rico Rhode Island
Hospital, Rhode Island

Item 2 - DESCRIPTION OF PROPERTY
--------------------------------

Aduromed presently leases approximately 2,000 square feet of office space
at 153 Greenwood Avenue, Bethel, Connecticut 06801 on a month-to-month basis at
a rental of $2,020 per month. Aduromed has given notice to the landlord that it
intends to terminate its tenancy on April 30, 2006.

Aduromed has entered into an agreement, dated February 3, 2006, to lease
approximately 11,856 square feet of combined office and warehouse space on the
upper level of a building at 3 Trowbridge Drive, Bethel, CT 06801 (the
"Premises") for a term of ten (10) years commencing on April 1, 2006, the date
upon which it took occupancy of the Premises. At Aduromed's option, the term of
lease may be renewed for an additional five (5) years. Base rent is set at the
rate of $8,151.00 per month with annual increases of 3% commencing after the
second year. Additional rent would be charged on a "triple net" basis for taxes,

insurance and utilities. The Premises houses all Aduromed's administrative,
engineering, product development and project management personnel, along with
space for warehousing supplies.

The executive offices of GDI are at the Premises. In September, 2000 GDI
closed its executive offices in King of Prussia, Pennsylvania, and on January
23, 2006, it closed its office in Frisco, Texas.

Item 3 - LEGAL PROCEEDINGS
--------------------------

NONE

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

See Information Statement filed September 29, 2005 on Form SC F1 with
respect to change of control affected October 18, 2005, incorporated by
reference.

There were no other matters submitted to a vote of security holders during
the fourth quarter of the year ended December 31, 2005.

PART II
-------

Item 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-----------------------------------------------------------------

(a) PRINCIPAL MARKET: LISTED ON THE NASDAQ OTC BULLETIN BOARD SYMBOL "OTC:
GDVC"

(b) STOCK PRICE INFORMATION

The following table sets forth the range of the high and low bid quotations
of the Common Stock for the past two years in the over-the-counter market, as
reported by the OTC Bulletin Board and in the Pink Sheets. The quotations
reflect inter-dealer prices without retail mark-up, mark-down or commission, and
may not represent actual transactions, and reflect the 1:5 reverse split in
November 2005.

Calendar Quarter Ended:

2006 High Low
---- ---- ---

March 31 $0.71 $0.71

2005
----

March 31 $1.30 $1.15
June 30 1.75 1.75
September 30 1.50 1.10
December 31 1.10 1.10

2004
----

March 31 $0.80 $0.80
June 30 0.90 0.80
September 30 0.90 0.80
December 31 1.00 0.80

(c) As of March 31, 2006 the Company had 1,318 stockholders of record. The
average of the bid and asked quoted prices for the Common Stock was $0.71 on
March 31, 2006.

GDI had not declared or paid any dividends on its common stock in 2005 or
2004 and does not foresee doing so in the immediate future. It has never paid
any cash or stock dividends, and presently intends to reinvest earnings, if any,
to fund the development and expansion of the business of Aduromed. Therefore, it
does not anticipate paying dividends on Common Stock in the foreseeable future.
The declaration of dividends will be at the discretion of the Board of Directors
and will depend upon GDI's earnings, financial position, general economic
conditions and other pertinent factors.

Under their respective Certificates of Designations filed with the Delaware
Secretary of State the Series A Preferred Stock and the Series B Preferred Stock
issued by GDI have dividend rights ranking senior to any dividend rights of the
shares of Common Stock. The holders of both the Series A Preferred Stock and the
Series B Preferred Stock issued by GDI are entitled to receive dividends out of
funds legally available therefor at the annual rate of six percent (6%) of the
price paid for each share of Series A Preferred Stock and Series B Preferred
Stock ($0.31755) payable on each March 15 and September 15. Dividends are
cumulative on a daily basis and unpaid dividends will be compounded on each
payment date.

The Company did not purchase any shares of its securities in 2005.

On February 11, 2005, GDI issued 250,000 shares (1,250,000 pre-split)
shares of Common Stock at a price of $.10 per share for total proceeds of
$125,000 to its principal stockholders in a private placement transaction. The
proceeds

were 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 then current
shareholders of the Company who had qualified as accredited investors.

Item 6 - MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION
------------------------------------------------------

RESULTS OF OPERATION

GDI did not have revenues derived from operation in either of its fiscal
years 2005 and 2004.

General and administrative expenses were approximately $1,056,325 in 2005,
an increase of $975,325 from expenses of approximately $81,000 in 2004. In 2005,
general and administrative expenses consisted principally of the issuance of
539,780 shares of its common stock to its principal stockholder for services
valued at $1.75 per share based on the closing price of the Company's common
stock on that date for an aggregate amount of $944,615 and management fees of
$36,000, accounting fees of $10,200, transfer agent fees and other related
expenses of $16,527, legal fees of $28,816 and all other expenses of $20,167. In
2004, general and administrative expenses consisted principally of management
fees of $48,000, accounting fees of $13,100, corporate governance expenses of
$6,600, and all other expenses of $13,300.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2005, the Company had cash and cash equivalents of $22,999
and no working capital. Management believed that the Company's cash and cash
equivalents were not adequate and additional financing was required. On January
23, 2006, GDI acquired Aduromed in a reverse Merger transaction whereby Aduromed
became a wholly owned subsidiary of GDI and the shareholders of Aduromed became
shareholders of GDI. Aduromed became the operating unit of GDI following the
merger. In addition to acquiring all the assets of Aduromed, GDI also issued
15,780,160 shares of Preferred B stock for $5,010,970 in cash. With the
acquisition transaction, GDI raised $5 million in equity financing. Cash from
the acquisition and expected cash to be generated from operating activities are
expected, under current conditions, to be sufficient to finance the Company's
planned operations throughout 2006. Over that same period, the Company expects
to make an investment of $250,000 in plant, property, and equipment.

As of March 31, 2006, the Company had a backlog of orders for MedClean
Systems in the amount of $1,339,480.00.

The Company has a total of 17 employees, 16 full time and one part-time
employee, of which 5 are executives of the Company. It intends on hiring
additional staff to assist with program management, installation, service and
support staff. By the end of 2006 it estimates its employment level will be
approximately 25 employees.

OFF-BALANCE SHEET ARRANGEMENTS

Neither GDI nor Aduromed had any off-balance sheet arrangements.

THE BUSINESS PLAN

The medical waste treatment market is a subset of the general waste
remediation market, which is comprised of the following segments by type of
waste:

o Hazardous Waste
o Medical Waste
o Chemical Waste
o Toxic Waste
o Low-level Nuclear Waste
o Nuclear Waste

THE MEDICAL WASTE SEGMENT COMPETITIVE BUSINESS CONDITIONS.

Prior to recent governmental proscriptions, particularly the federal Clean
Air Act Amendments in 1990, RMW had been disposed mainly through the use of
off-site hauling contractors and by incineration. Presently, in the U.S. many
different types of technologies have been introduced to meet the new regulatory
requirements for disposal of RMW by a technologically simple, low cost,
non-toxic and operationally simple method. The MedClean(TM) system offers this
solution with its unique design and methodology that puts it in cost effective
mode superior to any of its competitors for use by hospitals and
comparably-sized medical facilities. The system lends itself to fitting a
variety of spaces and configurations within these facilities that pre-empt many
of the competitors' products that are pre-packaged to rigid size specification
and configurations. Further, in contrast to some of the other competitors,
MedClean(TM) systems are approved for use throughout the United States and
Canada, thereby providing continuity of product wherever installed in those
jurisdictions.

DISINFECTANT. This process involves the simultaneous shredding and disinfecting
of the infectious medical waste. The process can only handle small batches in
each cycle and has a capacity of approximately 70 to 400 pounds a day, which is
not sufficient to handle the overall requirements of most hospitals ranging from
500 to 9,000 pounds per day.

CHEMICAL REAGENTS. The use of chemical reagents runs afoul of the federal laws
and regulations of the EPA that classify the chemicals involved as "pesticides".
Also, there is considerable limitation on the volumes that can be treated by
this method. It is not suitable for disposal of infectious medical waste
generated by hospitals and other large medical facilities since it does not have
the capacity to handle such volumes.

MICROWAVE TECHNOLOGY. Microwave technology is a process of disinfection that
exposes material to moist heat generated by microwave energy. The waves of
microwave energy operate at a very high frequency of around 2.45 billion times
per second. This generates the heat needed to elevate the temperature of
moisture-laden materials to carry out the disinfection process at a temperature
between 95 and 100 degrees centigrade. Use of this technology requires that
proper precautions be taken to exclude the treatment of hazardous material so
that toxic emissions do not occur. The complete unit must also be operated under
negative pressure as infectious waste is normally shredded prior to disinfection
and may create conditions where infection can be transformed into an aerosol
prior to treatment. Also, offensive odors may be generated around the unit. The
capital cost for this type of system is relatively high.

THERMAL PROCESSES. Thermal processes are dry heat processes and do not use water
or steam, but forced convection, circulating heated air around the waste or
using radiant heaters. Companies have developed both large and small dry-heat
systems, operating at temperatures between 350(Degree)F-700(Degree)F. Use of dry
heat requires longer treatment times with precautions required to prevent
potential combustion of the waste material during each cycle.

HIGH HEAT THERMAL PROCESSES (PYROLYSIS). A pyrolysis system would involve
chemical decomposition of organic medical waste by intense heat (at least 800
degrees F) in an anaerobic atmosphere that produces combustible gases, including
carbon monoxide, hydrogen and methane. These gases must be flared off or treated
in a secondary combustion chamber. Particulate removal equipment such as fabric
filters or wet scrubbers would also be required. The use of a pyrolysis system
has not been commercialized as a method for converting infectious medical waste.

RADIATION. Electron beam technology creates ionized radiation, damaging cells of
microorganisms. Workers must be protected with shields and remain in areas
secured from the radiation.

CHEMICAL TECHNOLOGIES. Disinfecting chemical agents that integrate shredding and
mixing to ensure adequate exposure are used by a variety of competitors.
Chlorine based chemicals, using sodium hypochlorite and chlorine dioxide, are
somewhat controversial as to their environmental effects and their

impact on wastewater. Non-chloride technologies are varied and include parasitic
acid, ozone gas, lime based dry powder, acid and metal catalysts as well as
alkaline hydrolysis technology used for tissue and animal waste.

Among Aduromed's competitors are Caprius, Inc. Stericycle, Inc., Steris
Corporation, Sanitec, Inc., San-I-Pak, and Tempico Inc.

COMPETITIVE SUPERIORITY OF THE MEDCLEAN(TM) SYSTEM

Regulatory changes and pricing pressures in the RMW industry have given Aduromed
the opportunity successfully to meet its competition with its low cost,
technically simple, easily-operated systems capable of converting relatively
large volumes of RMW on-site into an un-recognizable confetti-like material
meeting all necessary requirements and qualifications necessary to be considered
municipal solid waste under all federal, state and local standards.

SAFETY. (a) No need to manually pack containers of RMW for pick-up by
outside contractor.

(b) No need to transport untreated RMW through public
thoroughfares.

LABOR. (a) No handling of the RMW once waste is deposited into the
QuietCart(TM) at the point of generation with the waste treated
and processed as municipal solid waste without operator contact.

(b) No need to administer and track RMW that is shipped from the
facility

CONVENIENCE. (a) Easily installed requiring only steam, electricity, water
and sewage outlet

(b) QuietCarts(TM) can fit through regular doorway.

COST SAVING. (a) Less labor time

(b) No transportation costs to an off-site location for
treatment and disposal

COMPLIANT WITH FEDERAL AND STATE REGULATIONS. Enable RMW generating facilities
to replace existing systems or methodologies while meeting federal, state and
local environmental as well as health regulations.

These features are intended to make the use of the MedClean(TM) systems very
attractive for hospital and similar-sized medical facilities.

FROST AND SULLIVAN REPORT. Frost & Sullivan, founded in 1961, is a market
consulting business located in New York City that publishes market consulting
information and intelligence on emerging high-technology and industrial markets.
Frost & Sullivan issued an analytical marketing report covering the medical
waste treatment industry in 2004. In conjunction with the issuance of this
report it awarded Aduromed the "2004 Frost & Sullivan Award for Customer Service
Leadership in the U.S. Medical Waste

Treatment Market". It found that Aduromed had "...shown tremendous
responsiveness to customer needs and ha[d] continually focused on long and
short-term customer profitability goals. In addition, the recipient company
demonstrated flexibility in tailoring their product offerings to suit customer
businesses."

SOURCES AND AVAILABILITY OF RAW MATERIALS AND NAMES OF PRINCIPAL SUPPLIERS.

Generally, access to raw materials and third party fabricators for the
MedClean(TM) Systems is available from multiple sources that allow Aduromed
flexibility of choice.

The various equipment components of the systems are supplied by the
following principal suppliers:

o Autoclave tank: SteelCraft Industries Limited
o Shredder: Weima America Corporation
o Aluminum QuietCarts(TM): Specialty Metal Products, Inc.
o Plastic Cart Liners: MPF, Inc.

The hardware for the control panel are stock items that may be purchased
from any number of distributors for such manufacturers as Schneider Electric SA
(Square D(TM)), Siemens Corporation and Eaton Electric Corporation (Cutler
Hammer(TM)). The software for the control panel is a proprietary property of
Aduromed.

DEPENDENCE ON A FEW MAJOR CUSTOMERS

It is anticipated that between 40% and 60% of the prospective business of
Aduromed during the ensuing six years will be derived from Aramark clients
pursuant to the Aramark Agreement. See "Aramark Agreement". Aramark manages
approximately 1,300 hospitals throughout the United States. While there is no
assurance of the actual number of Aramark clients that will purchase Aduromed's
MedClean(TM) systems and services, it is estimated that approximately 400
hospitals could be purchasers in the next six years.

Prior to its arrangement with Aramark, the Company's business had been with
independent hospital and other medical facilities principally in the Northeast
and California.

The Environmental Protection Agency ("EPA") defines medical waste as any
solid waste that is generated in the diagnosis, treatment and immunization of
human beings or animals, in research pertaining thereto, or in the production or
testing of biologicals, including but not limited to:

o Soiled or blood soaked bandages
o Culture dishes and other glassware
o Discarded surgical gloves after surgery
o Discarded surgical instruments scalpels
o Needles used to give shots or draw blood
o Cultures, stocks, swabs used to inoculate cultures
o Removed body organs tonsils, appendices, limbs etc
o Lancets - the little blades with which the doctor pricks the finger in
order to draw blood

NEED FOR GOVERNMENT APPROVAL OF PRODUCTS AND SERVICES

Aduromed manufactures and sells on-site turnkey systems (the MedClean(TM)
system) that sterilize RMW by sterilization in an autoclave chamber and
subsequent shredding of the material enabling the customer to dispose of the
residue as municipal solid waste. The operation of the MedClean(TM) system and
the disposal of the waste are the responsibility of the customer. As a result,
Aduromed is not subject to the multitude of governmental regulations that typify
the handling and disposition of solid waste. Virtually all of Aduromed's
competitors are subject to one or more of the various regulatory regimes
associated with the

medical waste disposal business as the systems and services offered by these
competitors involve incineration, chemical treatment or transportation of
medical waste.

In order to appreciate the competitive landscape it is important to
understand the regulatory environment governing the handling and disposition of
RMW since the costs of complying with these regulations and the consequences of
non-compliance are significant and a driving force in the economies of the
competitive industry.

FEDERAL REGULATION There are at least four federal agencies that have authority
over RMW. These agencies are the EPA, the Occupational Safety and Health
Administration ("OSHA"), the U.S. Department of Transportation (the "U.S. DOT")
and the U.S. Postal Service. These agencies regulate RMW under a variety of
statutes and regulations.

MEDICAL WASTE TRACKING ACT OF 1988 ("MWTA") In the late 1980s, the EPA outlined
a two-year demonstration program pursuant to MWTA, which was added to the
Resource Conservation and Recovery Act of 1976. The MWTA was adopted in response
to health and environmental concerns over RMW after medical waste washed ashore
on beaches, particularly in New York and New Jersey, during the summer of 1988.
Public safety concerns grew following media reports of careless management of
medical waste. The MWTA was intended to be the first step in addressing these
problems. The primary objective of the MWTA was to ensure that RMW which were
generated in a covered state and which posed environmental problems, including
an unsightly appearance, were delivered to disposal or treatment facilities with
minimum exposure to waste management workers and the public. The MWTA's tracking
requirements included accounting for all waste transported and imposed civil and
criminal sanctions for violations.

In regulations implementing the MWTA, the EPA defined medical waste and
established guidelines for its segregation, handling, containment, labeling and
transport. The MWTA demonstration program expired in 1991, but the MWTA
established a model followed by many states in developing their specific medical
waste regulatory frameworks.

CLEAN AIR ACT REGULATIONS. In August 1997, the EPA adopted regulations under the
Clean Air Act Amendments of 1990 that limit the discharge into the atmosphere of
pollutants released by medical waste incineration. These regulations required
every state to submit to the EPA for approval a plan to meet minimum emission
standards for these pollutants. See "State and Local Regulation" below.

OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970. The Occupational Safety and Health
Act of 1970 authorizes OSHA to issue occupational safety and health standards.
OSHA regulations are designed to minimize the exposure of employees to hazardous
work environments. These regulations govern, among other things:

o exposure to blood borne pathogens and other potentially infectious
materials;

o lock out/tag out procedures;

o medical surveillance requirements;

o use of respirators and personal protective equipment;

o emergency planning;

o hazard communication;

o noise;

o ergonomics; and

o forklift safety.

RESOURCE CONSERVATION AND RECOVERY ACT OF 1976 ("RCRA"). In 1976, Congress
passed RCRA, as a response to growing public concern about problems associated
with the handling and disposal of solid and hazardous waste. RCRA required the
EPA to promulgate regulations identifying hazardous wastes. RCRA also created
standards for the generation, transportation, treatment, storage and disposal of
solid and hazardous wastes. These standards included a documentation program for
the transportation of hazardous wastes and a permit system for solid and
hazardous waste disposal facilities. RMW is currently considered non-hazardous
solid wastes under RCRA. However, some substances collected by some of
Aduromed's customers, including photographic fixer developer solutions, lead
foils and dental amalgam, are considered hazardous wastes.

Aduromed's customers use landfills operated by parties unrelated to
Aduromed to dispose of treated medical waste from medical facilities and for the
disposal of incinerator ash and autoclaved waste. Aduromed does not own or
operate any landfills. Waste is not regulated as hazardous under RCRA unless it
contains hazardous substances exceeding certain quantities or concentration
levels, meets specified descriptions, or exhibits specific hazardous
characteristics. Following treatment, waste from Aduromed's MedClean(TM) systems
is disposed of as non-hazardous waste.

DOT REGULATIONS. The U.S. DOT has put regulations into effect under the
Hazardous Materials Transportation Authorization Act of 1994 which requires
customers to package and label RMW in compliance with designated standards, and
which incorporate blood-borne pathogens standards issued by OSHA. Under these
standards, customers must, among other things, identify packaging with a
"biohazard" marking on the outer packaging, and medical waste containers must be
sufficiently rigid and strong to prevent tearing or bursting and must be
puncture-resistant, leak-resistant, properly sealed and impervious to moisture.

DOT regulations also require that a transporter be capable of responding on a
24-hour-a-day basis in the event of an accident, spill, or release to the
environment of a hazardous material.

COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980
("CERCLA"). CERCLA, established a regulatory and remedial program to provide for
the investigation and cleanup of facilities that have released or threaten to
release hazardous substances into the environment. CERCLA and state laws similar
to it may impose strict, joint and several liability on the current and former
owners and operators of facilities from which releases of hazardous substances
have occurred and on the generators and transporters of the hazardous substances
that come to be located at these facilities. Responsible parties may be liable
for substantial site investigation and cleanup costs and natural resource
damages, regardless of whether they exercised due care and complied with
applicable laws and regulations. If a customer were found to be a responsible
party for a particular site, it could be required to pay the entire cost of the
site investigation and cleanup, even though other parties also may be liable.

UNITED STATES POSTAL SERVICE. Customers must obtain permits from the U.S. Postal
Service to conduct programs, pursuant to which they mail approved "sharps"
(needles, knives, broken glass and the like) containers directly to treatment
facilities.

STATE AND LOCAL REGULATION. Each state has its own regulations related to the
handling, treatment and storage of medical waste. Although there are many
differences among the various state laws and regulations, many states have
followed the medical waste model under the MWTA and have implemented programs
under RCRA. State agencies involved in regulating the medical waste industry are
frequently the departments of health and environmental protection agencies. In
addition, many local governments have ordinances, local laws and regulations,
such as zoning and health regulations, including ordinances relating to the
disposition of sterilized effluents into sewage systems and municipal disposal
sites which affect our customers' operations.

States usually regulate RMW as a solid or "special" waste and not as a
hazardous waste under RCRA. State definitions of medical waste include:

o microbiological waste (cultures and stocks of infectious agents);

o pathology waste (human body parts from surgical procedures and
autopsies);

o blood and blood products; and

o sharps.

Most states require segregation of different types of medical waste at the
hospital or other location where they were created. A majority of states require
that the universal biohazard symbol or a label appear on medical waste
containers. Storage regulations may apply to the party generating the waste, the
treatment facility, the transport vehicle, or all three. Storage rules seek to
identify and secure the storage area for public safety as well as set standards
for the manner and length of storage. Many states require employee training for
safe environmental cleanup through emergency spill and decontamination plans.
Many states also require that transporters carry spill equipment in their
vehicles. Those states whose regulatory framework relies on the MWTA model have
tracking document systems in place.

Pursuant to medical waste incinerator regulations adopted by the EPA in
1997, every state was required by September 1998 to adopt a plan to comply with
federal guidelines which, among other things, limit the release of some airborne
pollutants from medical waste incinerators to levels prescribed by the EPA. Each
state's implementation plan must be at least as restrictive as the federal
emissions standards.

Until the effectiveness of the regulations promulgated by the EPA in 2002
with respect to certain emissions (see "Effect of Regulations on the Company's
Business" below) RMW was disposed of on-site at large and small medical and
related facilities by incineration. As a consequence of these regulations,
healthcare facilities were required to find other means of disposing of waste.
Many of them opted to utilize waste haulers, which is the most expensive and
regulated method.

EFFECT OF REGULATION ON ADUROMED'S BUSINESS. Aduromed operates its business to
enable its customers to dispose of RMW in the most efficient, economical manner
in compliance with U.S. federal, state and local laws and regulations.

Because Aduromed sells its turn-key systems to its customers and does not,
itself, haul RMW or incinerate RMW, it is not currently subject to government
regulation in this regard nor is it required to obtain any permits with respect
to the manufacture and sale of its products.

Prior to 2002, the principal method of disposing of most RMW was through on-site
incineration. Because of the promulgation of regulations by the Environmental
Protection Agency that came into effect on September 15, 2002, setting minimum
emission limits for RMW incinerators for such pollutants as dioxins, nitrogen
oxides, lead, cadmium and mercury, the use of on-site incinerators in the U.S.
has drastically diminished. As a consequence, the methods of on-site disposal of
RMW have been limited to steam sterilization, chemical treatment and microwave.

By contrast many of Aduromed's competitors in the business of disposing of RMW,
including our largest competitor, Stericycle, are subject to extensive federal,
state and local regulation. See "Federal Regulation" and "State and Local
Regulation" above. The following table shows the types and number of sites in
the United States which must comply with EPA mandates.

Waste Generators # of Sites
---------------- ----------
Hospitals 11,500
Labs 27,000
Clinics 32,000
Physicians 187,000
Extended Care Facilities 23,000
Dentists 46,000
Veterinarians 17,500
Others 38,000
--------
Total 382,000

Source: Leading Medical Waste Generators, Arthur D. Little, 1990.
--------------------------------

The market for medical waste treatment is segmented by customer size: Large
Quantity Generators ("LQGs"), those who generate 2,000 lbs. or more of waste a
month, and Small Quantity Generators ("SQGs"), those who generate less. LQGs
generally consist of hospitals, nursing homes, clinics, medical groups, county
or city health departments and laboratories. SQGs are represented by physicians,
dentists and veterinarians in private practice, of which physicians generate the
highest percentage of waste.

The table below highlights the market opportunity available to Aduromed:

On-Site Medical Waste Treatment Equipment Market

Small Quantity Generators Large Quantity Generators
------------------------- -------------------------
# of Sites 370,500 11,500
% Using Haulers 100% 85%
Aduromed Targets 185,000 3,000
Avg Rev per Target $25,000 $450,000
Target Market $4.6 billion $1.3 billion
10% Aduromed $460 million $135 million
Penetration

Aduromed currently addresses the LQGs with its MedClean(TM) 4, 5 and 7
Series Systems. These systems, when compared to the cost of outside hauling, can
pay for themselves in 1 to 3 years and then provide significant subsequent
annual operating savings. For a 300-bed hospital, these savings can range from
$250,000 to $300,000 per year. For a 750-bed hospital, the subsequent savings
can be from $500,000 and higher per year. Aduromed's MedClean(TM) Systems are
marketed directly by its sales and marketing group. The Vice President of Sales
and Regional Directors cover the market. Prospective clients from identified
potential facilities are shown existing client facilities in action. The
exposure to facilities at satisfied Aduromed customers provides a testament for
both the equipment and Aduromed's capabilities. Each client is approached with a
customized sales and marketing plan created to form a partnership that allows
Aduromed to understand the customer's needs, and to satisfy those needs with a
targeted solution. Cash expected to be generated from operating activities,
together with funds available resulting from the proceeds of the investment
represented by the Series A Preferred and Series B Preferred Stocks, are
expected, under current conditions, to be sufficient to finance the Company's
planned operations over the next twelve months. Over that same period, the
Company expects to make an investment of $250,000 in plant, property, and
equipment. As of February 28, 2006, the Company had a backlog of orders for
MedClean Systems in the amount of $1,339,480.00.

Aduromed has a total of 17 employees, 16 full time and one part-time
employee, of which 5 are executives of GDI. It intends to hire additional staff
to assist it with program management, installation, service and support staff.
By the end of 2006 it estimates its employment level will be approximately 25
employees.

For SQGs there has been no realistic alternative to hauling, and any
on-site solution have been too expensive. Because of this, the SQG market
represents an opportunity for a correctly positioned and priced product - such
as our MedClean(TM) 30 or MedClean(TM) 50 Series Systems, which are currently in
development. These two systems are 12 to 18 months from market roll-out and are
currently pending patents for their proprietary process. Initially, they will be
targeted at Medical Laboratories and large clinics.

CONTRACTUAL COMMITMENTS

THE ARAMARK AGREEMENT.

Aduromed entered into an agreement dated as of September 1, 2004 with
Aramark Management Services Partnership, a Delaware limited partnership
("Aramark") and an affiliate of Aramark Corporation, located in Philadelphia,
Pennsylvania (the "Aramark Agreement"). Aramark Corporation is a New York Stock
Exchange listed company that is in the health care facilities management
business, among other sectors. During 2004 Aramark managed 1,300 hospitals on
four continents and had $10.2 billion in revenue and $263 million in net income.

The Aramark Agreement has a term of ten years (plus extensions as agreed
between the parties; provided, however, that the Aramark Agreement can be
terminated by Aramark or the Company for any reason on thirty (30) days notice).
It also provides that Aduromed will sell its products and services on a
preferred basis to health care facilities managed by Aramark, as requested by
Aramark. These products include the equipment comprising the MedClean(TM)
systems, namely, the autoclave, shredder, tipper, conveyor and carts, plus
related supplies and replacement parts. The services include quarterly
preventive maintenance of the MedClean(TM) systems and corrective maintenance
for any non-functioning components. Aramark's clients will order Aduromed's
products and services through Aramark who will be responsible to Aduromed for
payment.

Under the agreement Aramark will pay Aduromed 45 days after invoice dates
and, as to the MedClean(TM) system equipment, will pay in installments of 25% on
receipt of a purchase order, 50% on delivery of the equipment and 25% upon
commissioning the system.

Aduromed has agreed to provide `most favored nation' treatment to Aramark.
Further, it has agreed that, provided a certain revenue threshold has been met,
it will not solicit business through hospital management companies that are
competitors of Aramark, provided, nevertheless, that Aduromed will continue to
have the right to solicit such business directly from hospitals that are managed
by such competitors and from independent hospitals that Aramark has elected not
to solicit as clients.

THE WEIMA AGREEMENT.

Aduromed is party to an agreement with Weima America, Inc., dated as of
April 8, 2004, pursuant to which the Company has the exclusive distribution
rights in the United States to Weima's four shafted "ZMK" and other shredder
machines for use in medical waste markets (the "Weima Agreement").

This is the type of shredder used by Aduromed in its MedClean(TM) systems.
The Weima Agreement may be terminated by either party on thirty (30) days
notice.

SALES OF MEDCLEAN SYSTEMS

In the past two years, Aduromed has installed more than ten (10) systems
and has accepted purchase orders for eight (8) more systems. The Company expects
that sales will continue to increase beyond 2006. It is also anticipated that
approximately 40% to 60% of the sales will be derived from the

Aramark relationship over the next six years. Since sales of all systems of this
type are accompanied by progress payments, it is expected that Aduromed can
effect the sale and installation without additional capital infusion.

NEW ACCOUNTING PRONOUNCEMENTS

The Company is not aware of any new pronouncement that will have a material
impact on its financial position and results of operations.

SUBSEQUENT EVENT

On January 23, 2006, pursuant to the Merger Agreement, the Securities
Purchase Agreement and the Placement Agent's Agreement, the holdings of the
Company's equity changed in the following manner:

(i) 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 of the 20,683,239 outstanding shares of the Company's common
stock;

(ii) the former holders of 3,489,527 shares of Aduromed's series A
preferred stock of (par value $0.01 per share), purchased by the Investor Group
on October 5, 2005 became holders of all 6,263,702 shares of the Company's
newly-designated Series A Preferred Stock plus warrants to purchase 6,263,700.97
shares of the Company's common stock;

(iii) the outstanding warrants of Aduromed were converted into warrants of
the Company; and

(iv) immediately after consummation of the Merger,(A) the Investor Group
acquired 15,780,160 shares of the Company's newly-designated Series B Preferred
Stock, plus Series B Preferred Warrants to purchase an aggregate of 15,780,160
shares of the Company's common stock, and (B) the Placement Agent acquired
warrants for the issuance of 2,204,386 shares of the Company's common stock.

ITEM 7- FINANCIAL STATEMENTS
----------------------------

GENERAL DEVICES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005

INDEX Page

Report of Independent Registered Public Accounting Firm,
Child, Van Wagoner & Bradshaw, PLLC F-1

Report of Independent Registered Public Accounting Firm,
Amper, Politziner & Mattia, P.C. F-2

Consolidated Balance Sheet as of December 31, 2005 F-3

Consolidated Statements of Operations for the years ended
December 31, 2005 and 2004 F-4

Consolidated Statements of Stockholders' Equity (Deficit) for
the years ended December 31, 2005 and 2004 F-5

Consolidated Statements of Cash Flows for the years ended
December 31, 2005 and 2004 F-6

Notes to the Consolidated Financial Statements F-7

CHILD, VAN WAGONER & BRADSHAW, PLLC
A PROFESSIONAL LIMITED LIABILITY COMPANY OF CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
5296 S. COMMERCE DR., SUITE 300, SALT LAKE CITY, UT 84107
PHONE: (801) 281-4700 FAX: (801) 281-4701

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors
General Devices, Inc.
Bethel, Connecticut

We have audited the accompanying consolidated balance sheet of General Devices,
Inc. as of December 31, 2005, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the year then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting, as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of General
Devices, Inc. as of December 31, 2005, and the results of its operations and its
cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
April 17, 2006

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
General Devices, Inc.

We have audited the accompanying consolidated statements of operations,
stockholders' equity (deficit), and cash flows of General Devices, Inc. and
Subsidiary for the year ended December 31, 2004. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
General Devices, Inc. and Subsidiary for the year ended December 31, 2004, in
conformity with U.S. generally accepted accounting principles.

/s/ Amper, Politziner & Mattia, P.C.

March 16, 2005, except for the effects of a stock
split described in Note 3, as to which the date is
April 17, 2006
Edison, New Jersey

F-2

GENERAL DEVICES, INC.

CONSOLIDATED BALANCE SHEET

December 31,
ASSETS 2005
------------
Current assets
Cash $ 22,999
------------
Total current assets 22,999
------------
Total assets $ 22,999
============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities $ 22,999
------------
Total current liabilities 22,999
Stockholders' equity
Preferred stock: $.0001 par value; 40,000,000 shares authorized;
none issued and outstanding -
Common stock: $.0001 par value; 100,000,000 shares authorized;
1,259,603 shares issued and outstanding 126
Additional paid in capital 3,452,320
Accumulated deficit (3,452,446)
------------
Total stockholders' equity -
------------
Total liabilities and stockholders' equity $ 22,999
============

See notes to consolidated financial statements

F-3

GENERAL DEVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended
December 31,
-----------------------------
2005 2004
------------ ------------
Revenues
Sales revenues $ - $ -
Cost of sales - -
------------ ------------
Gross profit - -

Operating expenses
General and administrative expenses 1,056,325 80,623
------------ ------------
Total operating expenses 1,056,325 80,623
------------ ------------

Loss from operations (1,056,325) (80,623)

Other income
Interest income - 82
------------ ------------
Total other income - 82
------------ ------------

Net loss before income taxes (1,056,325) (80,541)

Provision for income taxes - -
------------ ------------
Net loss $(1,056,325) $ (80,541)
============ ============
Basic and diluted net loss per share (1) $ (1.35) $ (0.17)
============ ============
Basic and diluted weighted average number of
shares outstanding (1) 781,266 469,823
============ ============

(1) 2004 data has been restated to reflect stock split as described in Note 3.

See notes to consolidated financial statements

F-4

GENERAL DEVICES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

Common Stock
$.0001 Par Value Additional
----------------------- Paid In Accumulated
Shares Amount Capital Deficit Total
---------- ---------- ---------- ------------ ------------

Balance at January 1, 2004 469,823 $ 47 $2,382,784 $(2,315,580) $ 67,251
Net loss for the year - - - (80,541) (80,541)
---------- ---------- ---------- ------------ ------------
Balance at December 31, 2004 469,823 47 2,382,784 (2,396,121) (13,290)

Common stock issued for cash @ $0.50 250,000 25 124,975 125,000
Common stock issued for services @ $1.75 539,780 54 944,561 944,615
Net loss for the year - - - (1,056,325) (1,056,325)
---------- ---------- ---------- ------------ ------------
Balance at December 31, 2005 1,259,603 $ 126 $3,452,320 $(3,452,446) $ -
========== ========== ========== ============ ============

See notes to consolidated financial statements

F-5

GENERAL DEVICES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended
December 31,
----------------------------
2005 2004
------------ -----------
Cash flows from operating activities:
Net loss $(1,056,325) $ (80,541)
Adjustments to reconcile net loss to
net cash used in operations:
Common stock issued for services 944,615 -
Changes in operating assets and liabilities:
Prepaids and other assets 1,056 1
Accounts payable and accrued liabilities 8,001 464
------------ -----------
Net cash used in operations (102,653) (80,076)

Cash flows from financing activities:
Issuance of common stock 125,000 -
------------ -----------
Net cash provided by financing activities 125,000 -
------------ -----------

Increase (decrease) in cash and cash equivalents 22,347 (80,076)

Cash and cash equivalents, beginning of year 652 80,728
------------ -----------
Cash and cash equivalents, end of year $ 22,999 $ 652
============ ===========

Supplemental disclosures of cash flow information:
Cash paid for interest $ - $ -
============ ===========
Cash paid for income taxes $ 525 $ 575
============ ===========

See notes to consolidated financial statements

F-6

GENERAL DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

General Devices, Inc. (the "Company" or "GDI") had been engaged in the
business of providing contract technical services. On June 1, 1990, the
Company sold its 100% owned British subsidiary, GDI Euroforce Ltd., to TAD
Technical Services Corporation. 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 September 2000, the Company was redomiciled to the
State of Delaware. In 2001, the Company established GD MergerSub, Inc. in
contemplation of a possible acquisition that was not completed. The primary
business of the Company has been the pursuit of an acquisition candidate.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiary, GD MergerSub, Inc.
Intercompany transactions and balances have been eliminated in
consolidation.

ESTIMATES AND ASSUMPTIONS

The preparation of 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 disclosures of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual results
could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt investments with original
maturities of three months or less as cash equivalents.

F-7

GENERAL DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

LOSS PER SHARE

Basic loss per common share ("LPS") is calculated by dividing net loss by
the weighted average number of common shares outstanding during the year.
Diluted loss per common share is calculated by adjusting the weighted
average outstanding shares, assuming conversion of all potentially dilutive
equity securities. At December 31, 2005 the Company had no potentially
dilutive equity securities outstanding.

The numerator and denominator used in the basic and diluted LPS of common
stock computations are presented in the following table:

Year ended December 31,
---------------------------
2005 2004
------------ ------------
NUMERATOR FOR BASIC AND DILUTED LPS
Net loss to common stockholders $(1,056,325) $ (80,541)
============ ============
DENOMINATOR FOR BASIC AND DILUTED LPS
Weighted average shares of common stock
outstanding 781,266 469,823
============ ============
LPS - Basic and diluted $ (1.35) $ (0.17)
============ ============

FISCAL YEAR

The Company has adopted December 31 as its fiscal year end.

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.

F-8

GENERAL DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

INCOME TAXES

Income tax expense (benefit) consists of the following:

Year ended
December 31,
2005
------------
Current
Federal $ -
State -
------------
-
Deferred
Federal (359,151)
State (95,069)
------------
(454,220)
------------
Current and deferred (454,220)
Valuation allowance 454,220
------------
Total $ -
============

A reconciliation of income tax benefit to the amount computed using
statutory federal rates is as follows:

Year ended
December 31,
2005
------------
Tax at statutory rate of 34% $ (359,151)
State income tax (benefit) (95,069)
Valuation allowance 454,220
------------
$ -
============

The Company has implemented SFAS No. 109 "Accounting for Income Taxes",
which provides for a liability approach to accounting for income taxes.
Total deferred tax assets and liabilities at December 31 are as follows:

2005 2004
---------- ----------
Deferred tax assets - Tax NOL $ - $(497,000)
Valuation allowance - 497,000
---------- ----------
$ - $ -
========== ==========

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to reverse. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the
statement of operations in the period that includes the enactment date.

F-9

GENERAL DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

INCOME TAXES (Continued)

At December 31, 2005, the Company had approximately $2,212,000 of net
operating loss carryforwards ("NOLS") to offset future income tax subject
to federal and state limitations. The NOLS were subject to examination by
the tax authorities and were to expire in various years from 2007 through
2025. However, the Tax Reform Act of 1986 contains provisions that limit
the NOLS available to be used in any given year upon the occurrence of
certain events, including significant changes in ownership of a company of
greater than 50% within a three-year period. Subsequent to the balance
sheet date the Company entered into a business combination that eliminated
all future benefits of the NOLS. The effects of this subsequent event are
reflected in the preceding table.

2. RELATED PARTY TRANSACTIONS

The Company accrued management fees of $4,000 per month to a shareholder
for management services performed for the Company through September, 2005.
The total expense recognized under this arrangement totaled $36,000 and
$48,000 for the years ended December 31, 2005 and 2004, respectively. On
September 26, 2005 the shareholder sold all of its shares in a private
transaction.

3. ISSUANCE OF COMMON STOCK

On February 11, 2005, the Company issued 250,000 (1,250,000 pre-split)
shares of its common stock at a price of $0.50 ($0.10 pre-split) per share
for total proceeds of $125,000 to its then principal stockholders in a
private placement transaction.

On December 12, 2005, the Company effected a 1:5 reverse stock split.
Immediately prior to the split 3,597,922 common shares were outstanding and
immediately following the split 719,823 common shares were outstanding.
These financial statements have been retroactively restated to give effect
to the reverse stock split as if it had occurred at the beginning of the
first period presented.

On December 12, 2005, the Company amended its articles of incorporation to
increase its authorized common stock to 100,000,000 shares and its
authorized preferred stock to 40,000,000 shares and to change the par value
of its common and preferred stock from $.01 per share to $.0001 per share.

On December 12, 2005, the Company issued 539,780 shares of its common stock
to its principal stockholder for services. The transaction was valued at
$1.75 per share based on the closing price of the Company's common stock on
that date for an aggregate amount of $944,615.

F-10

GENERAL DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment".
SFAS 123(R) is a revision of SFAS No., 123, "Accounting for Stock Based
Compensation," and supersedes Accounting Principles Board Opinion No. 25
("APB 25"), "Accounting for Stock Issued to Employees." Among other items
SFAS 123(R) eliminates the use of APB 25 and the intrinsic value method of
accounting, and requires companies to recognize the cost of employee
services received in exchange for awards of equity instruments, based on
the grant date fair value of those awards, in the financial statements. The
effective date of SFAS 123(R) is the first annual reporting period
beginning after June 15, 2005. The adoption of SFAS 123(R) is not expected
to have a material impact on the Company's consolidated financial
statements.

In March 2005, the SEC staff issued additional guidance on SFAS 123(R) in
the form of Staff Accounting Bulletin ("SAB") No. 107. SAB 107 was issued
to assist preparers by simplifying some of the implementation challenges of
FAS 123 (R) while enhancing the information that investors receive. SAB 107
creates a framework that is premised on two themes: (a) considerable
judgment will be required by preparers to successfully implement FAS
123(R), specifically when valuing employee stock options; and (b)
reasonable individuals, acting in good faith, may conclude differently on
the fair value of employee share options. Key topics covered by SAB 107
include: (a) valuation models - SAB 107 reinforces the flexibility allowed
by FAS 123(R) to choose an option-pricing model that meets the standard's
fair value measurement objective; (b) expected volatility - the SAB
provides guidance on when it would be appropriate to rely exclusively on
either historical or implied volatility in estimating expected volatility;
and (c) expected term - the new guidance includes examples and some
simplified approaches to determining the expected term under certain
circumstances. The Company will apply the principles of SAB 107 in
conjunction with its adoption of SFAS 123(R) but does not believe its
adoption will have a material impact on the Company's consolidated
financial statements or results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29. SFAS No. 153 addresses the
measurement of exchanges of nonmonetary assets and redefines the scope of
transactions that should be measured based on the fair value of the assets
exchanged. SFAS No. 153 is effective for nonmonetary asset exchanges
occurring in fiscal years beginning after June 15, 2005. The adoption of
SFAS No. 153 will not have a material impact on the Company's consolidated
financial statements or results of operations.

F-11

GENERAL DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. NEW ACCOUNTING PRONOUNCEMENTS (Continued)

In March 2005, FASB issued FASB Interpretation ("FIN") No. 47, "Accounting
for Conditional Asset Retirement Obligations." FIN 47 clarifies that the
term "Conditional Asset Retirement Obligation" as used in FASB Statement
No. 143, "Accounting for Asset Retirement Obligations," refers to a legal
obligation to perform an asset retirement activity in which the timing
and/or method of settlement are conditional on a future event that may or
may not be within the control of the entity. Accordingly, an entity is
required to recognize a liability for the fair value of a Conditional Asset
Retirement Obligation if the fair value of the liability can be reasonably
estimated. FIN No. 47 is effective no later than the end of fiscal years
ending after December 15, 2005. Management does not believe the adoption of
FIN No. 47 will have a material affect on the Company's consolidated
financial position, results of operations or cash flows.

In May 2005, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 154, Accounting Changes and Error Corrections ("SFAS No. 154"), which
replaced Accounting Principles Board Opinion No. 20, Accounting Changes and
SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements.
SFAS No. 154 changes the requirements for the accounting for and reporting
of a change in accounting principles. It requires retrospective application
to prior periods' financial statements of changes in accounting principles,
unless it is impracticable to determine either the period-specific effects
or the cumulative effect of the change. This statement is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The impact on the Company's operations will depend
on future accounting errors, pronouncements or changes in accounting
principles.

5. SUBSEQUENT EVENTS

On January 23, 2006, GDI Acquired Aduromed in a reverse Merger transaction
whereby Aduromed became a wholly owned subsidiary of GDI and the
shareholders of Aduromed became shareholders of GDI. Aduromed, the
operating unit of GDI following the merger, is in the business of design,
fabrication and installation of systems for treatment and disposal, in
situ, of regulated medical waste (RMW). Its principal product is the
Aduromed MedClean(TM) series system. In addition to acquiring all of the
assets and liabilities of Aduromed, GDI issued 15,780,160 shares of Series
B Preferred stock for $5,010,970 in cash.

F-12

GENERAL DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. SUBSEQUENT EVENTS (Continued)

Upon the effective date of the Merger, January 23, 2006, pursuant to the
Merger Agreement, the Securities Purchase Agreement and the Placement
Agent's Agreement, the holdings of the Company's equity changed in the
following manner:

(i) 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 of the 20,683,239 outstanding shares of the
Company's common stock;

(ii) the former holders of 3,489,527 shares of Aduromed's series A
preferred stock of (par value $0.01 per share), purchased by the Investor
Group on October 5, 2005 became holders of all 6,263,702 shares of the
Company's newly-designated Series A Preferred Stock plus warrants to
purchase 6,263,702 shares of the Company's common stock;

(iii) the outstanding warrants of Aduromed were converted into
warrants of the Company; and

(iv) immediately after consummation of the Merger, (A) the Investor
Group acquired 15,780,160 shares of the Company's newly-designated Series B
Preferred Stock, plus Series B Preferred Warrants to purchase an aggregate
of 15,780,160 shares of the Company's common stock, and (B) the Placement
Agent acquired warrants for the issuance of 2,204,386 shares of the
Company's common stock.

Series A and Series B Preferred Stock. Each share of the Company's Series A
Preferred Stock and the Series B Preferred Stock entitles the holder to the
same voting rights afforded the holder of a share of common stock, plus
liquidation preferences over holders of the Company's common stock,
cumulative dividend rights, anti-dilution rights and preemptive rights.
Such preferred shares may be converted into shares of common stock on a
one-for-one basis at the sole option of the shareholder.

Series A and Series B Preferred Warrants. As part of the consideration for
the investments by the Investor Group, in addition to the issuance to them
of the Series A Preferred Stock and the Series B Preferred Stock, the
Company has also issued warrants to the Investor Group covering shares of
the Company's common stock approximately equal to the number of Series A
and B Preferred shares issued and exercisable at a price of $0.37883 per
share. On January 23, 2006, the Company issued the Series A Preferred
Warrants at the effective time of the Merger, and the Series B Preferred
Warrants immediately following the Merger.

F-13

GENERAL DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. SUBSEQUENT EVENTS (Continued)

The Series A Preferred Warrants expire on September 29, 2010, and the
Series B Preferred Warrants expire on January 21, 2011.

Each holder of shares of Series A or Series B Preferred Stock or the Series
A or Series B Warrants is entitled to certain rights of registration of
such securities under the Securities Act of 1933, as amended (the
"Securities Act").

The purchase of the Series A Preferred Stock and Series A Preferred
Warrants were initially effected in consideration for an investment by the
Investor Group of $1,989,030 in Aduromed on October 5, 2005; and the
purchase of the Series B Preferred Stock and the Series B Preferred
Warrants were effected in consideration for an investment by the Investor
Group of $5,010,970 in the Company on January 23, 2006.

The issuances of the Series A Preferred shares, the series B Preferred
shares and the related warrants were made in reliance on Section 4(2) of
the Securities Act, and were made without general solicitation or
advertising. The members of the Investor Group are sophisticated investors
with access to all relevant information necessary to evaluate the
investment, and who represented to the Company that the shares were
acquired for investment only. The issuance of common stock to Aduromed
shareholders and warrants of the Company to Aduromed warrant holders upon
conversion of their shares of common stock and warrants of Aduromed as a
consequence of the Merger was also made in reliance on Section 4(2) of the
Securities Act. Such

Aduromed shareholders have certain appraisal rights, under Section 262 of
the General Corporation Law of the State of Delaware.

Placement Agent's Warrants. As part of the consideration paid as a fee to
the placement agent, Kuhns Brothers Securities Corporation (the "Placement
Agent"), in connection with the investment by the Investors Group pursuant
to the Securities Purchase Agreement, Aduromed and the Company agreed to
cause the Company to issue warrants (the "Placement Agent Warrants")
covering 2,204,386 shares of the shares of the Common Stock of the Company.
The terms of the Placement Agent B Warrants are identical to those of the
Series B Preferred Warrants in all respects.

F-14

GENERAL DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. SUBSEQUENT EVENTS (Continued)

In addition, pursuant to agreement with the Placement Agent, Aduromed had
previously issued its warrants covering 348,953 shares of Aduromed common
stock, which at the effective time of the Merger were converted into the
Company's warrants (the "Placement Agent A Warrants") to purchase 626,371
shares of Common Stock. The terms of the Placement Agent A Warrants are
identical to those of the Series A Preferred Warrants.

The issuances of the Placement Agent Warrants were made in reliance upon
Section 4(2) of the Securities Act of 1933.

Warrants Issued to Former Holders of Warrants of Aduromed. Pursuant to the
terms of the Merger Agreement, at the effective time of the Merger on
January 23, 2006, all outstanding Aduromed warrants ("Aduromed Warrants")
to purchase shares of Aduromed's common stock were converted into warrants
of the Company to purchase its common stock ("GDI Warrants"). Each right
under the Aduromed Warrants to purchase a share of Aduromed common stock
was converted into the right to purchase 1.795 shares of Common Stock, and
the exercise price was reduced by a factor of 1.795.

The foregoing-described GDI warrants are immediately exercisable and were
issued in reliance upon Section 4(2) of the Securities Act of 1933.

6. 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.

F-15

Item 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

None

Item 8A - 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 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 December 31, 2005 that has materially affected or
are reasonably likely to materially affect the Company's internal control 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, 2007, the Company expects to begin, in
fiscal 2006, the system and process documentation and evaluation needed to
comply with Section 404. The Company believes this process for documenting,
evaluating and monitoring its internal control over financial reporting is
consistent with the objectives of Section 404 of the Act.

Item 8B - OTHER INFORMATION
---------------------------

None

PART III

Item 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS; COMPLIANCE
--------------------------------------------------------------------------------
WITH SECTION 16(a) OF THE EXCHANGE ACT
--------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS.

As of March 31, 2006 the directors and executive officers both GDI and
Aduromed were as follows:

Damien R. Tanaka 62 Director, President and CEO
Kevin T. Dunphy 57 Director, Chief Financial Officer and Treasurer
Jay S. Bendis 58 Director
Elan Gandsman 64 Director
Ronald A. LaMorte 67 Director
Paul Farrell 42 Director
Philip Anderson 38 Director

And officers of Aduromed only were:

Stephen Birch 34 Vice President of Business Development
Robert C. Meyer 50 Vice President Operations and Marketing
Timothy R. Hertweck 51 Aduromed - Vice President Sales

Following is a brief summary of the background and experience of each
director and executive of GDI and Aduromed:

Damien R. Tanaka is the Chairman, President and CEO of GDI, and Kevin T. Dunphy
is the Chief Financial Officer and Treasurer. Both men hold similar titles at
Aduromed, and are members of the Board of Directors of both companies.

Mr. Tanaka is and has been the President and Chief Executive Officer of
Aduromed since its organization in 2002. He had comparable executive
responsibilities as a member and manager of Aduromed's predecessor, a
Connecticut limited liability company formed in 1997 and reorganized in 2002
under the Delaware General Corporation Law as the present Aduromed Corporation.

Mr. Dunphy joined Aduromed in 2005 as its Chief Financial Officer, and was
appointed the company's corporate Treasurer and a member of its board of
directors. From 1999 through 2004 he held various accounting and finance
positions at FuelCell Energy, Inc. in Danbury, Connecticut, a company engaged in
development and manufacture of high temperature fuel cell products. From July to
December 2004 he served as FuelCell's Director of Finance Technology Group;
previous to that he was its Corporate Controller. During the period from January
to May 2005 he was an independent consultant. Mr. Dunphy holds a BS degree in
accounting from Mercy College and an MBA from Long Island University.

By the terms of their individual employment agreements, Mr. Tanaka and Mr.
Dunphy will each serve for a term continuing until September 28, 2010. Both
agreements contain automatic one-year renewals thereafter. The employment
agreements with both men contain covenants of confidentiality, and assignments
of proprietary intellectual property rights.

Mr. Tanaka owns, beneficially and of record, 8,257,000 shares, or
approximately 40% of the issued and outstanding Common Stock, with options and
warrants to purchase an additional 6,313,166 shares of Common Stock.

Mr. Bendis has, during the past five years, been president of Transfer
Technology Consultants in Akron, Ohio, specializing in transferring new product
concepts from design to commercialization. In 2005 he became president and CEO
of Clinical Analysis Corp., which has developed a hand-held diagnostic system
for patient point care testing. He is presently a partner in the Crystal
Corridor Group which works with Kent State University's Liquid Crystal Institute
in facilitating liquid crystal technology. Since 2003 he has served as chairman
of the board of Imaging Diagnostic Systems in Plantation, Florida, a company
that has developed an imaging device to aid in detection and management of
breast cancer. He holds a BA degree in marketing from Kent State University. Mr.
Bendis owns 269,250 shares of the Company's Common Stock.
Dr. Gandsman has since 1993 been Director of Environmental Health and Safety at
Yale University in New Haven, Connecticut. He holds a BS degree in physics and
math from the University of Buenos Aires, and MSc and PhD degrees in physics
from Tel Aviv University.

Mr. LaMorte is a Certified Public Accountant. During the period from 1999
through 2003, and for several years prior thereto, he had been a Managing
Principal of Dworken, Hillman, LaMorte & Sterczala, a public accounting firm in
Shelton, Connecticut. He retired from the firm in December 2003. Mr. LaMorte
holds a BS degree from the University of Connecticut.

Mr. Farrell is a Managing Director of Pequot Capital Management, Inc.
responsible for covering a diversified number of sectors for the small/mid cap
strategy with a primary focus on the financial services, industrial and consumer
industries. Mr. Farrell joined Pequot Capital Management in 2001. Previously, he
was a Partner at WR Capital Partners, LLC. Prior to that, he held several
positions at Goldman Sachs Asset Management, including Managing Director and
Chief Investment Officer of the U.S. value investment team. Before Goldman, he
was a Managing Director and portfolio manager at Plaza Investments. Mr. Farrell
is presently a Director of Radiologix, Inc., a national radiology service
company listed on the American Stock Exchange. Mr. Farrell received a BA and MA
in economics from Yale University.

Mr. Anderson has been portfolio manager since 1998 at Sherleigh Associates,
Inc., SIAR Capital, a private investment company in New York City. Mr. Anderson
holds a BS degree from Ithaca College and an MBA degree from Hofstra University.

Mr. Birch is Vice President Business Development of Aduromed. From 2000 to
August, 2002 he had served as Manager, Quality Assurance, and Assistant Vice
President, Internet Technology at Martha Stewart Living Omnimedia, Inc. in New
York City. Thereafter, he was an independent consult to Aduromed until October
1, 2005 when he joined the company as an employee. Since then he has been
engaged in Aduromed's business development. He executed a five (5) year
employment contract with Aduromed, dated as of September 30, 2005, to act as
Aduromed's Vice President for business development. Mr. Birch owns 269,250
shares of Common Stock of the Company, plus presently exercisable options to
purchase 1,525,750 shares of the Company's Common Stock. Mr. Birch holds a BS
degree from Oklahoma State University.

Mr. Meyer joined Aduromed as its Vice President Operations and Marketing on
January 1, 2006. With his background from 1996 to 1999 in developing market
strategies for innovative consumer products as a vice president of the
Pepsi-Cola Company, in Purchase, New York, he then became associated, during the
period 2000-2003, with the consulting firm Advanced Materials Partners, Inc. in
New Canaan, Connecticut, as Vice President, assisting clients in development of
innovative products. In 2004 he was Executive Vice President of CCM Marketing
Communications, Inc., a New York City advertising and promotion firm with
clients in the consumer products area. He left CCM later in 2004 and throughout
2005 has been Managing Partner of Insight to Innovation, LLC, in Wilton
Connecticut, a consulting firm devoted to developing growth strategies and
product innovations for its clients. It was in that capacity as a consultant in
2005 that he commenced his association with Aduromed. Mr. Meyer owns 179,500 of
the Company's Common Stock. Mr. Meyer holds a BS degree in mechanical
engineering from Trinity College, an MME in mechanical engineering from
Rensselaer Polytechnic Institute and an MBA from the Columbia Graduate School of
Business.

Mr. Hertweck joined Aduromed on January 1, 2006, as its Vice President
Sales. During the past five years he has been President of Portfolio Management
Associates, Inc., a consulting firm in Exeter, Connecticut founded by him
dealing in merger, acquisition and turnaround situations for companies that had
included Aduromed. Mr. Hertweck owns 626,500 shares of the Company's Common
Stock. Mr. Hertweck holds a BA degree in political science from Wagner College.

AUDIT COMMITTEE FINANCIAL EXPERT

GDI has a standing audit committee comprised of three (3) members of its
Board of Directors. Mr. LaMorte serves as a member of the committee and acts as
its "audit committee financial expert" as that term is used in Item 401 of
Regulation S-B (17 CFR 228.401) and is "independent" as that term is used in
Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act.

COMPLIANCE WITH SECTION 16(A)

Based solely upon its review of copies of Forms 3 and 4 received by it or
representations from certain reporting persons, GDI believes that, during the
fiscal year ended December 31, 2005, there had been compliance with the Section
16(a) filing requirements applicable to its officers, directors and 10%
stockholders.

CODE OF ETHICS

The Company has adopted a Code of Ethics applicable to its principal
executive officers and principal financial officers. Stock holders may write to
Ms. Carey Nevin, Administrative Manager, at the Company's executive office. 3
Trowbridge Drive, Bethel, Connecticut 06801 to request a copy of the Code of
Ethics, and the Company will provide a copy without charge.

Item 10. - EXECUTIVE COMPENSATION
---------------------------------

DIRECTORS' AND EXECUTIVE COMPENSATION

In the last three full fiscal years ending December 31, 2005 GDI paid no
compensation to its executive officers or directors, and no stock options or
other stock-based remunerations here been issued.

Effective upon the Merger the GDI will compensate its independent directors
as follows:

Annual Retainer: $8,000.00 based upon four regular
meetings per annum
Committees: $500.00 per meeting
Committee Chair: $500.00 per meeting
Special Meeting of Directors: $1,000.00 for attendance in person/$500.00
by telephone.

Payments to be made on quarterly basis.
Out-of-Pocket Expense: Customary reimbursement for expenses.

Combined meetings of the boards of directors of GDI and Aduromed will be
considered a single meeting for purposes of the foregoing compensation schedule,
while the same schedule will apply to any separate meetings of Aduromed's board
of directors.

ADUROMED EXECUTIVE COMPENSATION.

In each of fiscal years ending December 31, 2003, 2004 and 2005,
respectively, the following-named executive officers of Aduromed received
compensation indicated:

Fiscal Year Damien R. Tanaka Stephen Birch Kevin Dunphy
----------- ---------------- ------------- ------------
2003 $120,192.25 ----- -----
2004 $125,999.99 ----- -----
2005 $151,442.31 $40,000.00 $77,000.00

All compensation was paid in cash as salary. No bonuses or other
considerations, either cash or non-cash, were paid to these executives in those
years. No perquisites or other personal benefits, securities or property were
given to the named executive officers in any of those fiscal years that had
aggregate value greater than $50,000 or 10% of the total compensation paid to
the executive in that year.

As inducement for his becoming and employee of Aduromed, an individual
option was granted to Mr. Dunphy on June 1, 2005, to purchase 721,047 shares of
Aduromed's common stock, exercisable at $0.156 per share commencing June 1,
2006. No SARs nor other options were granted by Aduromed in 2005.

Currently, the shares of Aduromed have no market price.

ADUROMED EMPLOYMENT AGREEMENTS.

Aduromed has the following-described employment agreements with its named
executive officers, each dated as of September 30, 2005, and each for a five (5)
year term renewable from year to year thereafter. Each agreement provides
perquisites covering supplemental family medical insurance, use of a motor
vehicle and long term disability benefits.

The employment agreement with Mr. Tanaka provides that he will act as
President and Chief Executive Officer of Aduromed at a minimum annual base
salary of $250,000.00, to be reviewed each year by the board of directors, plus
a cash bonus based upon Aduromed's attainting financial objectives determined
annually by the board, not to exceed 100% of his base salary.

The employment agreement with Mr. Dunphy provides that he will act as Chief
Financial Officer of Aduromed at a minimum annual base salary of $130,000.00, to
be reviewed each year by the board of directors, plus a cash bonus based upon
Aduromed's attaining financial objectives determined annually by the board, not
to exceed 100% of his base salary. The commencement date of his employment was
June 1, 2005.

The employment agreement with Mr. Birch provides that he will act as Vice
President Business Development of Aduromed at a minimum annual base salary of
$160,000.00, to be reviewed each year by the board of directors, plus a cash
bonus based upon Aduromed's attaining financial objectives determined annually
by the board, not to exceed 100% of his base salary. The commencement date of
his employment was October 1, 2005.

Item 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
----------------------------------------------------------------------------
RELATED STOCKHOLDERS MATTERS.
-----------------------------

The Company has no equity compensation plans, and therefore no securities
reserved for such purposes.

The following table and footnotes set forth as of March 15, 2006, the
number and percentage of the outstanding shares of Common Stock and Series A and
Series B Preferred Stock which, according to the information supplied to the
Company, were beneficially owned by (i) each person who is currently a director
of GDI, (ii) each executive officer, (iii) all current directors and executive
officers of GDI as a group, and (iv) each person who, to the knowledge of the
Company, is the beneficial owner of more than 5% of the outstanding (i) Common
Stock, and (ii) the Series A and Series B Preferred Stock.

Except as otherwise noted, the persons named in the table have sole
voting and dispositive power with respect to all shares beneficially owned,
subject to community property laws where applicable.

Security Ownership of Beneficial Owners of More than 5% of Each Class of GDI's
Voting Securities
--------------------------------------------------------------------------------

Title of Name and Address of Amount and Nature of Percentage of
Security Beneficial Owner of Beneficial Ownership Class
---------------------------------------------------------------------------------------------------------------------------

Common Damien R. Tanaka(1)(5) 8,257,000 39.92%
Stock 153 Greenwood Avenue (record)
Bethel, CT 06801

Common Paul T. Chan(2)(5) 1,153,268 5.58%
Stock 300 Linden Street (record)
San Francisco, CA 94102

Common Norman C. Kristoff(2)(3)(5) 1,346,250 6.51%
Stock 194 Upper Troy Road (record)
Fitzwilliam, NH 03447

Common Delphinian Quest Advisors 269,250 1.30%
Stock 194 Upper Troy Road (record)
LLC(2)(5) Fitzwilliam, NH 03447

Common Crown Capital Pty Ltd. 1,795,000 8.68%
Stock 45 View Street (record)
Peppermint Grove
Western Australia 6011
Australia

Common Christopher J. and Jill L. 1,049,357 5.07%
Stock Winners (JTWROS) (record)
2100 Yacht Mischief
Newport Beach, CA 92660

Series A and Pequot Capital Management, Inc.(4)(5)(6) 14,171,054 64.39%
Series B 500 Nyala Farm Road (record)
Preferred Westport, CT 06880

Series A and Sherleigh Associates Inc. 7,872,808 37.71%
Series B Defined Benefit Pension Plan(5)(6) (record)
Preferred 920 Fifth Avenue #3B
New York, NY 10021
153 E. 53rd Street
55th Floor
New York, NY 10022

------------

(1) Brothers and sisters of Mr. Tanaka own 179,500 shares of Common Stock of
record with respect to which Mr. Tanaka disclaims beneficial ownership.

(2) Messrs. Chan and Kristoff each owns a 50% voting membership interest in
Delphinian Quest Advisors, LLC.

(3) Mr. Kristoff's mother, Stelle Kristoff, owns of record 364,385 shares of
Common Stock with respect to which Mr. Kristoff disclaims beneficial
ownership.

(4) Pequot Capital Management, Inc. is the investment manager for Pequot Scout
Fund L.P., Pequot Mariner Master Fund, L.P., Pequot Navigator Offshore
Fund, Inc., Premium Series PCC Limited--Cell 33 and Pequot Diversified
Master Fund, Ltd. (collectively the "Funds") and holds all voting (except
for those shares held by Premium Series PCC Limited--Cell 33) and
dispositive power for all shares held of record by the Funds and may be
deemed the beneficial owner of such shares. Pequot Capital Management, Inc.
disclaims beneficial ownership of all shares held therein. The sole
director and controlling stockholder of Pequot Capital Management, Inc. is
Arthur J. Samberg. The Funds and Sherleigh Associates Inc. are collectively
sometimes referred to herein as the "Preferred Holders".

(5) In accordance with the Stockholders Agreement, Pequot Capital Management,
Inc. and Sherleigh Associates Inc. Defined Benefit Plan have the right to
two (2) nominees to be elected members of the Company's seven (7) member
board of directors, and at least one (1) of their designees to be appointed
to each committee of the board; and for so long as Mr. Tanaka remains the
president and chief executive officer of the Company, the parties will
cause five (5) of his nominees to be elected to the Company's board of
directors. Delphinian Quest Advisors, LLC, Paul Chan and Norman Kristoff
are also parties to the Stockholders Agreement. (See "Stockholders
Agreement").

(6) The Funds and Sherleigh Associates inc. also hold Preferred A and B
Warrants in the amounts of 13,669,054.27 and 8,374,806.70, respectively,
entitling them to purchase Common Stock of the Company which are being
registered herewith.

Security Ownership of Management (Directors and Executive Officers)
-------------------------------------------------------------------

Common Damien R. Tanaka(1) 8,257,000 39.92%
Stock 153 Greenwood Avenue (record)
Bethel, CT 06801

Common Kevin P. Dunphy -- --
Stock 153 Greenwood Avenue
Bethel, CT 06801

Common Jay S. Bendis 269,250 1.30%
Stock 71 Springcrest Drive (record)
Akron, OH 44333

Common Paul D. Farrell (2) -- --
Stock Pequot Capital Management, Inc.
500 Nyala Farm Road
Westport, CT 06880

Common Ronald A. LaMorte -- --
Stock 36 Haystack Hill Road
Orange, CT 06470

Common Elan Gandsman -- --
Stock 135 College Street
New Haven, CT 06510

Common Philip Anderson(3) -- --
Stock 920 Fifth Avenue #3B
New York, NY 10021

Common Stephen Birch(4) 269,250 1.30%
Stock 153 Greenwood Avenue (record)
Bethel, CT 06801

Common Robert Meyer(4) 179,500 0.87%
Stock 153 Greenwood Avenue (record)
Bethel, CT 06801

Common Timothy Hertweck(4) 628,250 3.00%
Stock 153 Greenwood Avenue (record)
Bethel, CT 06801
------------------------------------------------------------------------------------------------------------------
Common All Directors and 9,603,250 46.00%
Stock Executive Officers (record)
As a Group
-----------------------------------------------------------------------------------------
Preferred All Directors and 22,043,862 100%
Stock Executive Officers
As a Group

Appointed as a director of the Company by the Preferred Holders in accordance
with the Stockholders Agreement. Mr. Farrell (Managing Director) is an employee
of Pequot Capital Management, Inc., which holds voting (except for Premium
Series PCC Limited--Cell 33) and dispositive power for all shares held of record
by the Funds.

Appointed as a director of GDI by the Preferred Holders in accordance with the
Stockholders Agreement. Mr. Anderson is a portfolio manager at Sherleigh
Associates, Inc. d/b/a SIAR Capital, a private investment company in New York
City.

Messrs. Birch, Hertweck and Meyer are executive officers of Aduromed but not of
GDI. They effectively serve in such capacities for GDI.

Item 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management fees of $48,000 and $36,000 were expensed in each of 2004 and 2005
for fees paid to Asset Value fund Limited Partnership ("AVF") for management
services performed for GDI. Management services included, among other things,
SEC filings, negotiations, evaluating merger and acquisition proposals,
accounting and shareholder relations. Prior to the sale of its stock interest to
Halter Capital Corporation pursuant to agreement dated as of September 26, 2005,
AVF had owned beneficially approximately 43.9% of GDI's outstanding shares of
common stock.

On December 12, 2005, GDI issued 539,780 shares valued at $1.75 per share,
$944,615 in aggregate, of its common stock to Kevin Halter, Jr., then its
President and CEO, in consideration for his efforts in causing the Company to be
reorganized and restructured by increasing its authorized shares of Common
Stock, authorizing a "blank check" preferred stock and effecting a one-for-five
"reverse split" of the shares of its issued and outstanding stock.

Item 13 - EXHIBITS
------------------

All references to issuer's Forms 8-K, 10-QSB and 10-KSB include reference to
File No. 000-03125.

NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------

2.1 Agreement and Plan of Merger, dated as of December 7, 2005 by and among
the Registrant, GD MergerSub, inc. and Aduromed (incorporated by
reference to Registrant's Form 8-K filed December 12, 2006).

2.2 Amended and Restated Agreement and Plan of Merger, dated as of January
23, 2006, by and among the Registrant, GD MergerSub, Inc., GD MergerSub
II, Inc. and Aduromed (incorporated by reference to Registrant's Form
8-K/A filed January 31, 2006).

2.3 Certificate of Merger of GD MergerSub II, Inc. with and into Aduromed,
filed January 23, 2006 with Delaware Secretary of State.

3.1 Certificate of Incorporation (incorporated by reference to Registrant's
Proxy Statement on Schedule 14A filed July 14, 2000).

3.2 Amendment to Certificate of Incorporation dated December 12, 2005.

3.3 Bylaws (incorporated by reference to Amended Agreement and Plan of
Merger, dated as of January 23, 2006, by and among the Registrant, GD
MergerSub, Inc. GD MergerSub II, Inc. and Aduromed filed on January 31,
2006 as an exhibit to Registrant's Form 8-K).

4.1 Form of Series A Warrant. *

4.2 Form of Series B Warrant. *

4.3 Form of Aduromed Warrant. *

4.4 Certificate of Designations of Series A Preferred Stock. *

4.5 Certificate of Designations of Series B Preferred Stock. *

10.1 Agreement, dated as of September 1, 2004, between Registrant's wholly
owned subsidiary, Aduromed Corporation, and Aramark Management Services
Limited Partnership(confidential treatment requested).

10.2 Agreement, dated as of April 8, 2004, between Registrant's wholly-owned
subsidiary, Aduromed Corporation, and Weima America, Inc. (confidential
treatment requested).

10.3 Employment Agreement, dated as of September 23, 2005, between the
Registrant's wholly-owned subsidiary, Aduromed Corporation, and Damien
R. Tanaka.*

10.4 Employment Agreement, dated as of September 30, 2005, between
Registrant's wholly-owned subsidiary, Aduromed Corporation, and Kevin
T. Dunphy.*

10.5 Amended and Restated Stock Purchase Agreement, dated as of January 23,
2006, by and among Halter Capital Corporation, Aduromed and GDI
(incorporated by reference to GDI's Form 8-K/A filed January 31, 2006).

10.6 Amended and Restated Securities Purchase Agreement, dated as of January
23, 2006, by and among the GDI, Aduromed and certain investors
(incorporated by reference to GDI's Form 8-K/A filed January 31, 2006).

10.7 Amended and Restated Registration Rights Agreement, dated as of January
23, 2006, by and among GDI, Aduromed and certain investors
(incorporated by reference to GDI's Form 8-K?a filed January 31, 2006).

10.8 Amended and Restated Stockholders Agreement, dated as of January 23,
2006, by and among the GDI, Aduromed and certain stockholders of GDI
(incorporated by reference to Registrant's Form 8-K/A filed January 31,
2006).

16.1 Letter on change of certifying accountant, dated February 9, 2006, from
Amper, Politziner & Matta, P.C. to the Securities and Exchange
Commission (incorporated by reference to Exhibit 16.1 to Registrant's
form 8-K filed February 9, 2006).

21.1 Subsidiaries of Registrant:

Aduromed Corporation (Del.) - Company does business under
its corporate name.

GD MergerSub, Inc. (Del.) - inactive

31.1 Rule 13a-14(a)/15d-14a Certification.*

31.2 Rule 13a-14(a)/15d-14a Certification.*

32.1 Section 1350 Certification.*

(b) Report on forms 8-K: None

---------------------------

* Filed herewith

Item 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
------------------------------------------------
Year ended December 31, 2005

The following tables set forth the fees billed to us for the periods covered by
this report by our accountants:

Audit and Non-Audit Fees Paid to Amper, Politziner & Mattia, P.C.

Fiscal Year Ended Fiscal Year Ended
December 31, 2005 December 31, 2004
Audit and
Audit-Related Fees $3,150 (1) $12,000
Tax Fees None None
All Other Fees None None

(1) All audit related fees paid to Amper, Politziner & Mattia, P.C.IN 2005 are
related to review of the financial statements due for periodic reports.

Audit and Non-Audit Fees Paid to Our Current Auditor, Child, Van Wagoner &
Bradshaw, PLLC:

Fiscal Year Ended Fiscal Years Ended
December 31, 2005 December 31, 2004

Audit Fees $2,000 None
Audit Related Fees None None
Tax Fees None None
All Other Fees None None

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant, has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

GENERAL DEVICES, INC.

Dated: April 17, 2006 By: /s/ Damien R. Tanaka
--------------------------------
Damien R. Tanaka
Chairman and CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons of the Registrant and in the
capacities and on the dates indicated:

Dated April 17, 2006: /s/ Damien R. Tanaka
----------------------------
Damien R. Tanaka
Chairman, CEO and Director
(Principal Executive Officer)

Dated April 17, 2006: /s/ Kevin T. Dunphy
-----------------------------
Kevin T. Dunphy
Treasurer, CFO and Director
(Principal Financial Officer)

Dated: April 17, 2006 /s/ Jay S. Bendis
-----------------------------
Jay S. Bendis
Director

Dated: April 17, 2006 /s/ Elan Gandsman
------------------------------
Elan Gandsman
Director