10KSB/A 1 file1.htm


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

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.)

                  3 Trowbridge Drive, Bethel, Connecticut 06801
      (Address of principal executive offices)                (Zip Code)

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

Yes  [X]  No  [ ]




The purpose of this Form 10-KSB/A amendment to issuer's annual report for the
year 2005, filed April 21, 2006 on Form 10-KSB, is to amend the Exhibit Index
and to include the Exhibits 10.1 and 10.2 (in redacted form) that had been
omitted:





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).

__________________________

**    Filed with issuer's Form 10-KSB on April 21, 2006.

+     Certain confidential portions of this Exhibit were omitted from the text
as indicated by "++" (the "Mark"). This Exhibit has been filed separately with
the Secretary of the Commission without the Mark pursuant to the Company's
Application for Confidential Treatment under Rule 24b-2 under the Securities
Exchange Act of 1934.


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:  June 29, 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 June 29, 2006:                    /s/ Damien R. Tanaka
                                        ----------------------------
                                        Damien R. Tanaka
                                        Chairman, CEO and Director
                                        (Principal Executive Officer)

Dated June 29, 2006:                    /s/ Kevin T. Dunphy
                                        -----------------------------
                                        Kevin T. Dunphy
                                        Treasurer, CFO and Director
                                        (Principal Financial Officer)

Dated: June 29, 2006                    /s/ Jay S. Bendis
                                        -----------------------------
                                        Jay S. Bendis
                                        Director


Dated: June 29, 2006                    /s/ Elan Gandsman
                                        ------------------------------
                                        Elan Gandsman
                                        Director