SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 and 15(d) of the Securities Exchange Act
of 1934
Date of Report(Date of earliest event reported) February 17, 1999
GENERAL DEVICES, INC.
Exact name of registrant as specified in its charter
New Jersey 0-3125 21-0661726
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation No.)
215 W. Church Road, Room 202, King of Prussia, PA 19406
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
610-992-1455
Not Applicable
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
On February 17, 1999 the registrant,in a privately
negotiated transaction,sold 5,035,579 newly issued
shares to three investors as follows:
Asset Value Fund Partnership-2,535,579shs-$50,711.50
MYFM Capital,LLC-------------2,000,000shs-$40,000.00
Park Lane Associates,LP------ 500,000shs-$10,000.00
All consideration was paid from cash reserves.The basis
for the change in control is that the total 5,035,759
newly issued shares equal 50.46% of the outstanding
common shares.There are now 9,979,700 shares outstanding
and 10,000,000 shares authorized
Item 2. Acquisition or Disposal of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other events
Not Applicable
Item 6. Resignation of Registrant's Directors
None
Item 7. Financial Statements and Exhibits
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereto duly authorized.
GENERAL DEVICES, INC.
(Registrant)
February 25,1999 By: (S)
Theodore A. Raymond
President
