SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark
One)





QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
OF 1934





[X] For
the quarterly period ended March 31, 2008 or





TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
OF 1934





For the
transition period from _______________ to ____________________





Commission
File Number: 000-32467





Global Realty Development
Corp.


(Name
of registrant as specified in its charter)






Delaware
            31-0360216(Jurisdiction of
      organization)
            (I.R.S. Employer Identification
      No.)







11555
      Heron Bay Boulevard, Suite 200
              Coral Springs, Florida 33176
              (Address of principal executive
      offices)
              
              Issuer's
      telephone number:
              (954)
      603-0522








Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


Yes o No þ





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o  (Do
      not check if a smaller reporting company)
            Smaller
      reporting company þ





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





APPLICABLE
ONLY TO CORPORATE ISSUERS





State
      the number of shares outstanding of each of the issuer's classes of common
      equity, as of the latest practicable
date.








As of May
28, 2008 the number of shares outstanding of the Issuer's common stock, par
value $0.001, was 118,219,002.





Transitional
Small Business Disclosure format (check one):  Yes o No þ








1





GLOBAL
REALTY DEVELOPMENT CORP.


REPORT
ON FORM 10-Q


QUARTER
ENDED MARCH 31, 2008


TABLE
OF CONTENTS








PART
I.


FINANCIAL
INFORMATION






ITEM 1. FINANCIAL
      STATEMENTS
            3Consolidated
      Balance Sheets at March 31, 2008 (Unaudited) and December 31,
      2007
            3Consolidated
      Statements of Operations for the Three Months Ended March 31, 2008 and
      2007 (Unaudited)
            4Consolidated
      Statements of Cash Flows for the Three Months Ended March 31, 2008 and
      2007 (Unaudited)
            5Notes
      to Consolidated Financial Statements
            6ITEM 2. MANAGEMENT’S DISCUSSION
      AND ANALYSIS OR PLAN OF OPERATION
            10ITEM 3.  QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            16ITEM 4T. CONTROLS AND
      PROCEDURES
            16




PART
II. OTHER
INFORMATION




ITEM 1. LEGAL
      PROCEEDINGS
            17ITEM 1A. RISK
      FACTORS
            17ITEM 2. UNREGISTERED SALES OF
      EQUITY SECURITIES AND USE OF PROCEEDS
            18ITEM 3. DEFAULTS UPON SENIOR
      SECURITIES
            17ITEM 4. SUBMISSION OF MATTERS
      TO A VOTE OF SECURITY HOLDERS
            17ITEM 5. OTHER
      INFORMATION
            18ITEM 6.
    EXHIBITS
            18








2









ITEM
1.  FINANCIAL STATEMENTS





GLOBAL
REALTY DEVELOPMENT CORP.


CONSOLIDATED
BALANCE SHEETS





March
      31
            
            
            December
      31,2008
            
            
            2007(Unaudited)ASSETSCash
      and cash equivalents
            
            $
            52,270
            
            
            $
            4,025Note
      Receivable
            
            
            2,600,000
            
            
            
            4.000.000Memorabilia
      Collection
            
            
            1
            
            
            
            1Assets
      of Discontinued Operations-Entertainment Companies
            
            
            3,703,173
            
            
            
            3,706,759TOTAL
      ASSETS
            
            $
            6,355,444
            
            
            $
            7,710,785LIABILITIES
      AND STOCKHOLDERS' EQUITYLiabilities:Accounts
      payable and other liabilities
            
            $
            253,778
            
            
            $
            159,799Accrued
      interest expense
            
            
            -
            
            
            
            23,696Accrued
      salaries, benefits, and expenses – related parties
            
            
            75,680
            
            
            
            961,521Loans
      from related parties-unsecured
            
            
            235,150
            
            
            
            235,150Loan
      Payable – Halpern Capital
            
            
            -
            
            
            
            231,600Senior
      Promissory Notes
            
            
            2,495,296
            
            
            
            2,070,567Derivative
      Liabilities-Warrants
            
            
            1,727,286
            
            
            
            1,682,988Other
      taxes payable
            
            
            10,675
            
            
            
            10,675Liabilities
      of Discontinued Operations – Entertainment Companies
            
            
            365,372
            
            
            
            362,063Total
      Liabilities
            
            
            5,163,237
            
            
            
            5,738,059Stockholders'
      equityPreferred
      stock, $0.001 par value, 10,000,000 shares authorized,no
      shares issued and outstanding
            
            
            
            
            
            
            -Common
      stock, $0.001 par value, 500,000,000 shares authorized,118,239,002
      shares issued and outstandingat
      March 31, 2008 and December 31, 2007
            
            
            118,239
            
            
            
            118,239Paid
      in capital
            
            
            41,279,486
            
            
            
            41,279,486Accumulated
      other comprehensive income
            
            
            -
            
            
            
            -Accumulated
      deficit
            
            
            (39,055,934
            )
            
            
            (38,275,415
            )2,341,791
            
            
            
            3,122,310Less:
      Treasury Stock, 2,254,087 shares at cost at March 31, 2008And
      December 31. 2007
            
            
            (1,149,584
            )
            
            
            (1,149,584
            )Total
      stockholders' equity
            
            
            1,192,207
            
            
            
            1,972,726TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            6,355,444
            
            
            $
            7,710,785






See
accompanying notes to financial statements.






3








GLOBAL
REALTY DEVELOPMENT CORP.


CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)





Three
      Months EndedMarch
      312008
            
            
            2007REVENUESOther
            
            $
            -
            
            
            $
            -Total
      Revenues
            
            
            -
            
            
            
            -EXPENSESAdministrative
            
            
            428,189
            
            
            
            1,589,716Total
      Expenses
            
            
            428,189
            
            
            
            1,589,716OPERATING
      LOSS
            
            
            (428,189)
            
            
            
            (1,589,716)OTHER INCOME
      (EXPENSES)
              Change
      in Value of Derivative Liability
            
            
            123,472
            
            
            
            -Interest
      expense
            
            
            (469,008
            )
            
            
            -Interest
      income
            
            
            101
            
            
            
            -(345,435
            )
            
            
            -LOSS
      FROM CONTINUING OPERATIONS
            
            
            (773,624
            )
            
            
            (1,589,716
            )DISCONTINUED
      OPERATIONSIncome
      from discontinued operations of the Real Estate
            
            
            -
            
            
            
            247,741Loss
      from discontinued operations of theEntertainment
      Companies
            
            
            (6,895
            )
            
            
            (29,685
            )Net
      income (loss) from discontinued operations
            
            
            (6,895
            )
            
            
            218,056NET
      LOSS
            
            $
            (780,519
            )
            
            $
            (1,371,660
            )Net
      (loss) income per common share(basic
      & diluted)From
      Continuing  Operations
            
            $
            (0.01
            )
            
            $
            (0.02
            )From
      Discontinued Operations
            
            $
            -
            
            
            $
            -Weighted
      average common shares outstanding(basic
      & diluted)
            
            
            118,239,002
            
            
            
            99,532,742





See
accompanying notes to financial statements










4






GLOBAL
REALTY DEVELOPMENT CORP.


CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)




For
      the Three Months EndedMarch
      31, 20082008
            
            
            2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Loss
      from continuing operations
            
            $
            (773,624
            )
            
            $
            (1,589,716
            )Adjustments
      to reconcile net loss to net cashfrom
      operating activities:Amortization
      of prepaid consulting expenses
            
            
            -
            
            
            
            680,250Change
      in value of derivative liability
            
            
            354,916
            
            
            
            -Stock
      based compensation
            
            
            -
            
            
            
            608,581Decrease
      (increase) in assets:Note
      Receivable
            
            
            1,400,000
            
            
            
            -Increase
      (decrease) in liabilities:Accounts
      payable
            
            
            93,979
            
            
            
            182,923Accrued
      salaries and benefits
            
            
            (885,841
            )
            
            
            39,672Accrued
      interest
            
            
            (23,696
            )
            
            
            (321,369
            )Other
      taxes payable
            
            
            -
            
            
            
            (16,795
            )Cash
      provided by (used in) continuing operations
            
            
            165,734
            
            
            
            (416,454
            )Discontinued
      OperationsIncome
      (Loss) from discontinued operations
            
            
            (6,895
            )
            
            
            218,056Decrease
      in assets of discontinued operations- Real Estate
            
            
            -
            
            
            
            5,966,510Increase
      in assets of discontinued operations-Entertainment
    Companies
            
            
            3.586
            
            
            
            (191,044
            )Decrease
      in liabilities of discontinued operations- Real Estate
            
            
            -
            
            
            
            (3,299,464
            )Increase
      in liabilities of discontinued operations-Entertainment
      Companies
            
            
            3,309
            
            
            
            219,040-
            
            
            
            2,913,098NET
      CASH PROVIDED BY OPERATING ACTIVITIES
            
            
            165,734
            
            
            
            2,496,644CASH
      FLOWS FROM INVESTING ACTIVITIES:NET
      CASH USED IN INVESTING ACTIVITIES
            
            
            -
            
            
            
            -


CASH
      FLOWS FROM FINANCING ACTIVITIES:Cash
      paid for interest on notes
            
            
            (117,489
            )
            
            
            -Convertible
      subordinated note
            
            
            -
            
            
            
            (2,400,000
            )


NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
            
            
            (117,489
            )
            
            
            (2,400,000
            )EFFECT
      OF EXCHANGE RATE OF CASH
            
            
            -
            
            
            
            55,220NET
      INCREASE (DECREASE) IN CASH
            
            
            48,245
            
            
            
            151,864CASH,beginning of
      year
            
            
            4,025
            
            
            
            2,016CASH, end of
      period
            
            $
            52,270
            
            
            $
            153,880SUPPLEMENTAL
      DATAIssuance
      of debentures to pay loans
            
            $
            231,600




See
accompanying notes to financial statements






5




GLOBAL
REALTY DEVELOPMENT CORP.





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





March 31,
2008








NOTE
      A – CONDENSED FINANCIAL STATEMENTS





In the
opinion of the Company, the accompanying unaudited consolidated financial
statements include all adjustments (consisting only of normal recurring
accruals) which are necessary for a fair presentation of the results for the
periods presented.  Certain information and footnote disclosure,
normally included in the financial statements prepared in accordance with
generally accepted accounting principles, have been condensed and
omitted.  The results of operations for the three months ended March
31, 2008 are not indicative of the results of operations for the year ended
December 31, 2008.  The condensed financial statements should be read
in conjunction with the Company’s financial statements included in its annual
Form 10 KSB for the year ended December 31, 2007.





NOTE
      B – GOING CONCERN





As
indicated in the accompanying financial statements, the Company has an
accumulated deficit of $39,055,934 at March 31, 2008.  Management’s
plans include the raising of capital through the equity market and the
generating of revenue through its business.  Failure to raise capital
and generate sales revenues could result in the Company having to curtail or
cease operations.  Additionally, even if the Company does raise
sufficient capital to support its operating expenses and generate revenues,
there can be no assurances that the revenue will be sufficient to enable it to
develop business to a level where it will generate profits and cash flows from
operations. These matters raise substantial doubt about the Company’s ability to
continue as a going concern.  However, the accompanying financial
statements have been prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal course of
business.  These financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as
a going concern.





NOTE
      C- NOTE RECEIVABLE





The
Company had a note receivable from Bayview Concepts Pty in the amount of
$4,000,000 from the sale of the Australian subsidiaries.  On February
25, 2008, the first payment totaling $1,400,000 was received.  As of
March 31, 2008, the balance of the note is $2,600,000.








NOTE
      D – RELATED PARTY





On March
2, 2008, Mr Robert Kohn, Chief Financial Officer was paid $961,521 for 2007
salary and taxes of $241,440, 2006 bonus of $200,000 accrued in 2007, accrued
2006 and 2005 unpaid salary of $454,089, and interest of $65,992 on the previous
unpaid expenditures.





NOTE
      E -   DISPOSITION –AUSTRALIAN REAL ESTATE
      SUBSIDIARIES





On
December 31, 2007, the Company sold its 100% interest in its five Australian
real estate corporations for the book value of its real estate assets
aggregating $8,533,277 resulting in a gain on disposition of
$85,948.  The companies were sold to Bayview Concepts Pty, a company
owned by the Company’s former Chief Financial Officer, Roger Davis.





Previously
reported results of operations for the three months ended March 31, 2007 have
been reclassified as discontinued operations.  Summarized financial
information for the Australian Real Estate Corporations is as follows for the
three months ended March 31, 2007:








6





Income
Statement Data:


Revenues
                
                $
                1,015,285Expenses
                
                
                767,544Income
      from discontinued operations
                
                
                247,741
  Balance
Sheet Data:


Current
      Assets
                
                $
                888,441Inventory
                
                
                22,900,247Property
      and equipment
                
                
                1,954,217Total
      Assets
                
                
                25,742,905Current
      Liabilities
                
                
                1,301,047Secured
      Mortgages
                
                
                16,809,147Tax
      Liabilities
                
                
                3,775,860Total
      Liabilities
                
                
                21,886,054Net
      assets of discontinued operations
                
                
                3,856,851


NOTE
      F – DISCONTINUED OPERATIONS





In
December, 2007 the Company determined that it was in the best interests of the
shareholders to focus its business on the acquisition of the Pachinko parlors
and decided to discontinue operations of its Entertainment
companies.  The Entertainment companies consist of MJD Films, Inc, TFM
Group, LLC and SMS Text Media, Inc.  The Company is seeking to sell
the entertainment assets in 2008.  There is no assurance that such
sales will materialize.





Results
of operations for the three months ended March 31, 2008 have been reported as
discontinued operations.  Previously reported results of operations
for the three months ended March 31, 2007 have been reclassified as discontinued
operations to reflect this presentation.





Summarized
financial information for the Entertainment Companies is as
follows:





Income
Statement Data:




2008
              
              2007Revenues
              
              0
              
              0Expenses
              
              6,895
              
              29,685Loss
      from discontinued operations
              
              (6,895)
              
              (29,685)


Balance
Sheet Data:




Current
      Assets
              
              99,606
              191,044Goodwill
              
              3,506,367
              7,412,000Property
      and equipment
              
              97,200
              0Total
      Assets
              
              3,703,173
              7,603,044Accounts
      Payable
              
              100,333
              219,040Due
      to Related Parties
              
              265,039
              0Total
      Liabilities
              
              365,372
              219,040Net
      assets of discontinued operations
              
              3,337,801
              7,384,004





NOTE
      G – BEACH BOY MEMORABILIA
COLLECTION





On March
4, 2008, the Company terminated the December 28, 2007 Beach Boys Rescission
Agreement due to the failure of Focus Solution to comply with the terms of the
Agreement and the failure of Roy A Sciacca and his business associates to
complete the purchase of the Company’s interest in the TFM Group, MJD Films and
the Unwind of the SMS Text Media transaction, collectively, which would have
paid the Halpern Capital Note Holders and enabled the company to comply with the
terms of the Beach Boys Rescission Agreement as intended in December
2007.




7





NOTE
      H – SENIOR PROMISSORY NOTES/DERIVATIVE
  LIABILITIES-WARRANTS




On
January 1, 2008, loans payable to Halpern Capital in the amount of $231,600 were
converted to Senior Promissory Notes. Additionally, 926,400 warrants were issued
at an exercise price of $0.30 per share.
 
 During
the third and fourth quarters of 2007, the Company sold an aggregate of
2,325,000 Offering Units to six investors for an aggregate purchase price of
$2,325,000.  The Offering Units consist of (i) 12% Senior Promissory Notes
in an aggregate principal amount of $2,325,000, (ii) warrants to purchase an
aggregate of 6,975,000 shares of Company common stock, and (iii) unless the
Company achieved a certain financing event, additional warrants (“Additional
Warrants”) to purchase an aggregate of 2,325,000 shares of Company common
stock.  The Company did not achieve the financing required by item (iii)
and the Additional Warrants were issued on October 1, 2007.  In
connection with the transaction and as part of the placement fee for the
transaction, the Company accrued certain cash fees payable to Halpern Capital,
Inc. and issued warrants to purchase a total of 651,000 shares of Company common
stock representing 7% of the total of the warrants issued in the transaction
(those issued with the notes and the Additional Warrants). The warrants are
exerciseable at $0.30 per share.  The notes are currently in
default.
 
 The
Senior Promissory Notes (the “Notes”) are due between January and April 2008
unless extended by the Company for up to 180 additional days (i.e. through July
and September 2008). As of the date of this filing, all notes have been
extended. The principal of the Notes bear interest at 12% which increases to
16%, from the original due date until the Notes are paid in full, in the event
the Company extends the maturity date.  The Notes are collateralized
by certain “Beach Boys Collateral” which is memorabilia owned by the Company
related to the Beach Boys band.  (See Note F.)  In the case
of an event of default, as defined in the Note Agreement, the interest rate will
be increased by 2% per month for each month the Notes are outstanding beyond the
maturity dates of the extended maturity dates.  Events of default
include, among other things a) failure to make required payments under the
Notes, b) a proceeding being commenced against the Beach Boys Collateral, c) a
judgment being entered against the Company for payment of in excess of
$5,000,000 and d) events of default on other senior indebtedness.
 
 The
delivery of registered shares is not controlled by the Company and, therefore,
under the provisions of FASB EITF 00-19, it is assumed that the company will be
required to net-cash settle the warrants.  The warrants are considered
derivative liabilities under the provisions of SFAS 133 and EITF
00-19.  The fair value of the warrants was determined by using the
Black-Scholes Option Model.  Proceeds of the Offering Units were first
allocated to the fair value of the warrants with the remainder allocated to the
Notes.
 
 As of
March 31, 2008, the balance of the Notes included in Debentures Payable is
$2,495,296           (representing
the face value of the Notes of $2,556,600 and the unamortized discount of
$61,304).   The fair value of the Derivative Liabilities –
Warrants at March 31, 2008 is $1,705,456.  The effective interest
rates on the Notes are in excess of 300% due to the allocation of a significant
amount of the proceeds being allocated to the value of the warrants at
inception.  During the three months ended March 31, 2008, the amount
of discount amortized to income was $122,845.
 
 The
following factors were utilized by the Black Sholes pricing model to value the
Derivative Liability:


Risk free
      rate
            2.46%Volatility
            175.00%Expected
      life
            4.37
      yearsDividend
      yield
            0%






8






NOTE
      I – WARRANTS CONSIDERED DERIVATIVE
LIABILITY





In
October 2007, the Company issued warrants for the purchase of 212,321 common
stock in payment for legal services previously rendered.  The warrants
are exercisable at $0.30 per share and expire on October 18,
2009.  The warrants are immediately vested.  The warrants
contain a provision for cashless exercise at the option of the holder based on
the average of the trading price of the Company’s stock for the three days prior
to exercise.  The warrants are subject to anti-dilution provisions
upon the occurrence of certain events.  The fair value of the
Derivative Liability for the Warrants at March 31, 2008 is
$21,830.  For the quarter ended March 31, 2008, the change in value of
the warrants is $627.




NOTE
      J – SUBSEQUENT EVENTS





On April
4, 2008 the Company consummated the closing of, and became obligated under, a
transaction to rescind the Company’s acquisition agreement dated July 19, 2007
with SMS Text Media, Inc, Aric Gastwirth, Rick Catinella and Roy A Sciacca, the
selling stockholders of SMS.  Under the terms of the rescission
agreement, the company, SMS Text Media Inc., and the selling shareholders agreed
to rescind and unwind the acquisition agreement in its entirety and to fully
restore each to the position they were respectively in prior to entering into
the acquisition agreement.  In connections with the rescission
transaction, each party has agreed to re-deliver to the other all consideration
respectively received by it in connection with the acquisition agreement as
follows: (1) the selling stockholders agreed to return all 10 million shares of
the Company’s common stock (should any part of the stock not be returned, a note
will be issued to the Company based on a value of $.015 per share) and (2) the
return of all cash advanced by the Company to SMS Text Media Inc. in the amount
of $1,253,500.  The note bears interest at 12% and matures on June 30,
2008.  If the note is not paid when due, (1) a default penalty will be
applied in an amount equal to 10% of the principal amount then due, and (2) the
interest rate will increase to 20% until the note is paid in
full.  The Company will have a first lien on all the assets of SMS
Text Media, Inc.





On May
14, 2008 the Company arranged to borrow $85,000 from Accrued Equities for
professional fees to complete its annual SEC Form 10K and 10Q filings. On May
12, 2008, $37,063.80 was funded.




9





ITEM 2.MANGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





INTRODUCTION





The
following discussion should be read in conjunction with the Financial Statements
and Notes thereto. Our fiscal year ends December 31.This
document contains certain forward-looking statements including, among others,
anticipated trends in our financial condition and results of operations and our
business strategy. (See “Factors Which May Affect Future Results”). These
forward-looking statements are based largely on our current expectations and are
subject to a number of risks and uncertainties. Actual results could differ
materially from these forward-looking statements. Important factors to consider
in evaluating such forward-looking statements include (i) changes in external
factors or in our internal budgeting process which might impact trends in our
results of operations; (ii) unanticipated working capital or other cash
requirements; (iii) changes in our business strategy or an inability to execute
our strategy due to unanticipated changes in the industries in which the Company
operates; and (iv) various competitive market factors that may prevent us from
competing successfully in the marketplace.







Forward
Looking Statements




The
Company makes forward-looking statements in this report and may make such
statements in future filings with the Securities and Exchange Commission. The
Company may also make forward-looking statements in its press releases or other
public shareholder communications. Its forward-looking statements are subject to
risks and uncertainties and include information about its expectations and
possible or assumed future results of operations. When management uses any of
the words “believes”, “expects”, “anticipates”, “estimates” or similar
expressions, it is making forward-looking statements.




To the
extent it is entitled, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995 for all of its forward-looking statements. While management believes
that our forward-looking statements are reasonable, you should not place undue
reliance on any such forward-looking statements, which speak only as of the date
made. Because these forward-looking statements are based on estimates and
assumptions that are subject to significant business, economic and competitive
uncertainties, many of which are beyond management’s control or are subject to
change, actual results could be materially different. Factors that might cause
such a difference include, without limitation, the following: the Company’s
inability to generate sufficient cash flows to meet its current liabilities, its
potential inability to hire and retain qualified management, sales and customer
service personnel, the potential for an extended decline in sales, the possible
failure of revenues to offset additional costs associated with any changes in
business model, the potential lack of product acceptance, its potential
inability to introduce new products to the market, the potential failure of
customers to meet purchase commitments, the potential loss of customer
relationships, the potential failure to receive or maintain necessary regulatory
approvals, the extent to which competition may negatively affect prices and
sales volumes or necessitate increased sales or marketing expenses, the timing
of and proceeds from the sale of restricted securities it holds and the other
risks and uncertainties set forth in this report.




Other
factors not currently anticipated by management may also materially and
adversely affect our results of operations. Except as required by applicable
law, management does not undertake any obligation to publicly release any
revisions which may be made to any forward-looking statements to reflect events
or circumstances occurring after the date of this report.







10


Business
Overview


The
primary objective of the Company's management is to maximize shareholder value
in the Gaming industry. The Company attempts to accomplish this objective by
increasing revenue through its roll-up strategy for the acquisition of Pachinko
parlors with profitable operations. Management believes revenues and earned
income can be increased by (1) acquiring pachinko parlors; (2) upgrading the
parlors and (3) branding the parlors under one brand.





The
Company to date has been primarily a commercial and residential land development
company with properties located in
Australia.  The  principal activities of the Company and its
consolidated  subsidiaries include:  obtaining zoning and
other  entitlements  for land it owns or controls through
purchase or
purchase   options  and  improving  the  land  for  commercial  and  residential
development by building  roads,  putting in utilities
and  subdividing the land.  Once the land owned by the
Company is entitled, the Company may either sell unimproved land to other
developers or homebuilders or sell improved land to other developers or
homebuilders.





Real
estate held for current development or sale and land held for future development
(real estate properties) are carried at the lower of cost or market. The
Company's real estate  properties  are subject to a number
of  uncertainties  which  can  affect  the  values
of those  assets.  These uncertainties include litigation or
appeals of regulatory approvals and availability of adequate capital, financing
and cash flow.  In addition,  future values may be adversely
affected by  increases  in
property  taxes,  increases in the costs of labor and
materials and other development risks,  changes in general
economic  conditions, including  higher
mortgage  interest rates,  and other real estate risks such
as the  general  demand for housing and the supply
of  competitive  products.  Real estate properties
do not constitute liquid assets and, at any given time, it may be difficult to
sell a particular property for an appropriate price.





The
Company sold all of the real estate companies in December 2007 and is reporting
such operations as discontinued operations.





Entertainment
Operations





The
Company acquired 100% of MJD Films, Inc. and a 51% profit participation in TFM
Group, LLC in 2006.  The Company also acquired 77% of SMS Text Media
in July 2007 and the Beach Boys Memorabilia assets.  The Company
discontinued operations as of December 31, 2007 of all entertainment operations
and assets.  The Company has been in the process of unwinding the
acquisitions which occurred in 2007 and selling off of all remaining
entertainment assets acquired in late 2006.  The Company is carrying
all entertainment operations as discontinued operations.





CRITICAL
ACCOUNTING POLICIES





The
Securities and Exchange Commission (“SEC”) defines “critical accounting
policies” as those that require application of management’s most difficult,
subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain and may change in
subsequent periods.





Not all
of the accounting policies require management to make difficult, subjective or
complex judgments or estimates.  However, we believe the following
policies were critical accounting policies within the SEC
definition:





Change in Value of
Derivative Liability





The
Company values the derivatives associated with the warrants from the Halpern
Capital Bridge Loan as the warrants are considered derivative liabilities under
the provisions of SFAS 133 and EITF 00-19 because the delivery of registered
shares is not controlled by the Company.  Therefore, under the
provisions of FASB EITF 00-19, it is assumed that the Company will be required
to net-cash settle the warrants.  The fair value of the warrants was
determined by using the Black-Scholes Option Model.  Proceeds of the
Offering Units were first allocated to the fair value of the warrants with the
remainder allocated to the Notes.





As of
March 31, 2008, the balance of the Notes included in Debentures Payable is
$2,495,296 (representing face value of the Notes of $2,380,000 and the
unamortized discount of $195,296) the fair value of the Derivative Liabilities –
Warrants at March 31, 2008 is $1,705,055.  The effective interest rate
on the Notes is in excess of 300% due to the allocation of a significant amount
of proceeds being allocated to the value of the warrants at
inception.  During the three months ended March 31, 2008 the amount of
discount amortized to income was $123,472.








11








Impairment of Long-Lived
Assets





As
required Under Statement of Financial Accounting Standards (“SFAS”) No. 144, our
entertainment assets are subject to an annual assessment for impairment. 
The impairment assessment requires us to compare the fair value of our
entertainment assets to its carrying value to determine whether there is an
indication that impairment exists.  Utilizing SFAS No. 144, we applied a
fair value based test to determine an impairment assessment as required to
determine the fair value of the assets.  We utilized the fair market value
of the stock being returned for the Rescission of SMS Text Media; we determined
that there was no fair market value for MJD based on our attempts to sell to
third parties; and we reduced the value of our 51% participation in TFM based
upon an impairment test which took into consideration discounted cash
flows.  Based upon the above valuations we determined that an
impairment of $8,117,350 existed for 2007. We therefore took a write down of
$8,117,350 for the value of the entertainment assets in 2007.





In
December 2007, the FASB issued SFAS No. 141R, Business Combinations, or
SFAS 141R. SFAS 141R establishes principles and requirements for how
the acquirer of a business recognizes and measures in its financial statements
the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree. The statement also provides guidance
for recognizing and measuring the goodwill acquired in the business combination
and determines what information to disclose to enable users of the financial
statement to evaluate the nature and financial effects of the business
combination. SFAS 141R is effective for financial statements issued for
fiscal years beginning after December 15, 2008. Accordingly, any business
combinations we engage in will be recorded and disclosed following existing GAAP
until January 1, 2009. We expect SFAS No. 141R will have an
impact on our consolidated financial statements when effective, but the nature
and magnitude of the specific effects will depend upon the nature, terms and
size of the acquisitions we consummate after the effective date. We are still
assessing the impact of this standard on our future consolidated financial
statements.








12








Results
of Operations











Three
      Months Ended
              March
      312008
            
            
            
            2007Other
            
            $
            -
            
            
            $
            -Total
      Revenues
            
            
            -
            
            
            
            -EXPENSESAdministrative
            
            
            428,189
            
            
            
            1,589,716Total
      Expenses
            
            
            428,189
            
            
            
            1,589,716OPERATING
      LOSS
            
            
            (428,189
            )
            
            
            (1,589,716
            )OTHER INCOME
      (EXPENSES)
              Change
      in Value of Derivative Liability
            
            
            123,472
            
            
            
            -Interest
      expense
            
            
            (469,008
            )
            
            
            -Interest
      income
            
            
            101
            
            
            
            -(345,435
            )
            
            
            -LOSS
      FROM CONINUING OPERATIONS
            
            
            (773,624
            )
            
            
            (1,589,716
            )DISCONTINUED
      OPERATIONSIncome
      from discontinued operations of the Real Estate
            
            
            -
            
            
            
            247,741Loss
      from discontinued operations of theEntertainment
      Companies
            
            
            (6,895
            )
            
            
            (29,685
            )Net
      income (loss) from discontinued operations
            
            
            (6,895
            )
            
            
            218,056NET
      LOSS
            
            $
            (780,519
            )
            
            $
            (1,371,660
            )






13






THREE
MONTHS ENDED MARCH 31, 2008 VS. THREE MONTHS ENDED MARCH 31, 2007




Revenues
of $0for the three
month period ended March 31, 2008 as compared to $0 for the three month period
ended March 31, 2007 reflect the results due to the discontinuance of
operations.





Expenses
from operations were $428,189 for the three month period ended March 31, 2008 as
compared with $1,589,716 for the three month period ended March 31, 2007. The
decrease from 2008 to 2007 is due primarily to the reduction of $1,277,919 in
consulting and compensation fees and increase of $94,000 in accounting and
auditing fees.





During
the three month period ended March 31, 2008 the Company had a change in value of
derivative liability of $123,472 as opposed to $0 for the three month period
ended March 31, 2007.  This was due to the warrants issued in
connection with the Halpern Capital Loan from July 2007 through January in
2008.





Interest
expense of $469,008 for the three month period ended March 31, 2008 as compared
with $0 for the three month period ended March 31, 2007 was due primarily to the
issuance of Halpern Capital Notes from July 2007 through January
2008.





The
Company had interest income of $101 for the three
month period ended March 31, 2008 as compared to interest income of $0 for the
three month period ended March 31, 2007 due to interest from cash in bank
accounts.





The
Company had income from discontinued operations of real estate of $0 for the
three month period ended March 31, 2008 as compared to income from discontinued
operations of real estate of $247,741 for the three month period ended March 31,
2007 due to the sale of the Eggersdorf property.





The
Company had a loss from discontinued operations of the entertainment companies
of $6,895 for the three month period ended March 31, 2008 as compared to a loss
from discontinued operations of the entertainment companies of $29,685 for the
three month period ended March 31, 2007 due to decreased
operations.





During
the three month period ended March 31, 2008 the Company had a net loss of
$780,519as compared
to a loss of $1,589,716for the three
month period ended March 31, 2007.





The
Company had $5,163,237 in accounts payable and other liabilities for the three
month period ended March 31, 2008 as compared to $23,900,181 in accounts payable
and other liabilities for the three month period ended March 31,
2007.  The primary differences are the liabilities associated with the
discontinued operations of the Australian real estate companies.





Stockholders'
equity was $1,192,207 for the three month period ended March 31, 2008 compared
to $1,972,726 for the three month period ended March 31, 2007.








LIQUIDITY
AND CAPITAL RESOURCES





The
Company’s ability to meet its obligations in the ordinary course of business is
dependent upon its ability to establish profitable operations.  For
the first three month period of 2008, because of the discontinued
operations of the entertainment companies and the sale of the real estate
subsidiaries, the Company had limited operating abilities, and, as a result, had
negative cash flow from operations. The Company sold a property on January 5,
2007 which resulted in approximately $5.3 million in net cash flow to the
Australian real estate operations.  The Company used $2.6 million of
these funds to pay the Sapphire Note and the remaining monies for the real
estate operations.  The Company is seeking to raise additional
financing through public or private equity financing, bank financing or other
sources of capital for the purposes of acquiring Pachinko
parlors.  Global intends to sell its entertainment properties to pay
back the Halpern Capital Note Holders and increase cash flows. We cannot predict
whether we will be successful in selling our entertainment assets to pay back
the Halpern Note Holders and we cannot predict whether we will be successful in
obtaining sufficient capital to fund the acquisition of Pachinko parlors. If we
are unable to obtain sufficient funds in the near future, such event will delay
the development strategy of a roll-up of the Pachinko parlors and likely will
have a material adverse impact on us and our business prospects.





Global’s
cash and cash equivalents increased $48,245 during the three months ended March
31, 2008. Cash flows provided by operating activities of $165,734; cash flows
provided by financing activities of $0 and the net effect of the exchange rate
of cash of $0 were greater than cash flows used for interest on notes of
$117,489.








14





EFFECT
OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS




In December 2007, the FASB issued
SFAS No. 141R, “Business Combinations.” This standard establishes
principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
any non-controlling interest in the acquiree and the goodwill acquired. This
statement also establishes disclosure requirements which will enable users to
evaluate the nature and financial effects of the business combination. SFAS
No.141R is effective for us for acquisitions made after November 30, 2009.
We have not yet determined the impact from adoption of this new accounting
pronouncement on our financial statements.





In
December 2007, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 160, “Noncontrolling
Interests in Consolidated Financial Statements” This standard outlines the
accounting and reporting for ownership interest in a subsidiary held by parties
other than the parent. SFAS No. 160 is effective for our first quarter of
2010. We have not yet determined the impact from adoption of this new accounting
pronouncement on our financial statements.





In February 2007, the FASB issued SFAS
No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities(“SFAS 159”).  SFAS 159 allows entities to measure at
fair value many financial instruments and certain other assets and liabilities
that are not otherwise required to be measured at fair value. SFAS 159
is


effective
for fiscal years beginning after November 15, 2007. We have not determined
what impact, if any, that adoption will have on our results of operations, cash
flows or financial position.




Recent Accounting
Pronouncements (Continued)





In September 2006, the FASB issued SFAS
No. 157, “Fair Value Measurements,” which defines fair value, establishes a
framework for measuring fair value under other accounting pronouncements that
permit or require fair value measurements, changes the methods used to measure
fair value and expands disclosures about fair value measurements. In particular,
disclosures are required to provide information on the extent to which fair
value is used


to
measure assets and liabilities; the inputs used to develop measurements; and the
effect of certain of the measurements on earnings (or changes in net assets).
SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and
interim periods within those fiscal years. Early adoption, as of the beginning
of an entity’s fiscal year, is also permitted, provided interim financial
statements have not yet been issued. The Company expects to adopt the provisions
of FIN 48 beginning in the first quarter of 2008.  The Company is
currently evaluating the potential impact, if any, that the adoption of SFAS No.
157 will have on its condensed consolidated financial statements.





In September 2006, the Securities and
Exchange Commission issued Staff Accounting Bulletin No. 108, “Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements” (“SAB No. 108”). SAB No. 108 provides guidance on how
prior year misstatements should be considered when quantifying misstatements in
the current year financial statements. SAB No. 108 requires registrants to
quantify misstatements using both a balance sheet and an income statement
approach and evaluate whether either approach results in quantifying a
misstatement that, when all relevant quantitative and qualitative factors are
considered, is material. SAB No. 108 does not change the guidance in SAB No. 99,
“Materiality,” when evaluating the materiality of misstatements. SAB No. 108 is
effective for fiscal years ending after November 15, 2006. Upon initial
application, SAB No. 108 permits a one-time cumulative effect adjustment to
beginning retained earnings. The Company adopted SAB No. 108 for the fiscal year
ended November 30, 2006.  Adoption of SAB No. 108 did not have a
material impact on the consolidated financial statements.





In
June 2006, the Financial Accounting Standards Board (“FASB”) issued
Interpretation 48, “Accounting for Income Tax Uncertainties” (“FIN 48”). FIN 48
defines the threshold for recognizing the benefits of tax return positions in
the financial statements as “more-likely-than-not” to be sustained by the taxing
authority. The recently issued literature also provides guidance on the
derecognition, measurement and classification of income tax uncertainties, along
with any related interest and penalties. FIN 48 also includes guidance
concerning accounting for income tax uncertainties in interim periods and
increases the level of disclosures associated with any recorded income tax
uncertainties. FIN 48 is effective for fiscal years beginning after
December 15, 2006.  The Company expects to adopt the provisions
of FIN 48 beginning in the first quarter of 2008.  The Company is
currently in the process of determining the impact, if any, of adopting the
provisions of FIN 48 on its financial position, results of operations and
liquidity.




15






ITEM
3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
Applicable.








ITEM
4T. CONTROLS AND PROCEDURES





a)
Disclosure Controls and Procedures





Our
management, with the participation of our Chief Executive Officer, Peter Voss,
(“CEO”), and Chief Financial Officer, Robert Kohn, (“CFO), has evaluated the
effectiveness of the Company’s disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) as of the end of the period covered by
this Report (March 31, 2008).  Based on such evaluation, our CEO and
CFO have concluded that, as of the end of such period, the Company’s disclosure
controls and procedures are ineffective in recording, processing, summarizing
and reporting, on a timely basis, information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act and are
ineffective in ensuring that information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate to allow timely decisions regarding required
disclosure.








Management’s
Report on Internal Control over Financial Reporting





Management of Global Realty Development Corp., which consists primarily
of our CEO and CFO, is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act).  The Company’s internal control over financial
reporting has been designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles generally accepted in the United States of America.





The
Company’s internal control over financial reporting includes policies and
procedures that pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect transactions and dispositions of assets of
the Company; provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America, and
that receipts and expenditures are being made only in accordance with
authorization of management and directors of the Company; and provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on
the Company’s financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of the Company’s internal control over financial
reporting at March 31, 2008. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control—Integrated
Framework.  During our assessment of the effectiveness of
internal control over financial reporting as of March 31, 2008, management
identified significant deficiencies related to (i) the absence of U.S. GAAP
expertise of an internal accounting staff, (ii) our internal audit functions and
(iii) the absence of an Audit Committee which resulted in an ineffective system
of internal control at March 31, 2008.  We were unable to timely file
with the SEC this quarterly report and we received an “E” designation to our OTC
Bulletin Board symbol.





Based on
our evaluation under the frameworks described above, our management has
concluded that our internal control over financial reporting was not effective
as of March 31, 2008.





In order
to correct the above mentioned deficiencies, we have taken and plan on taking
the following remediation measures:





·
            We
      intend to appoint additional members to our board of directors in 2008 and
      establish an audit committee


·
            We
      intend to hire a new chief financial officer in 2008 familiar with
      financial reporting controls and compliance with Sarbanes-Oxley rules and
      regulations as well as U.S. GAAP


·
            We
      intend to hire internal audit staff to consolidate and concentrate the
      company’s efforts on the Pachinko and Gaming
  Industry.


·
            We
      intend to segregate duties and implement appropriate review procedures
      throughout the accounting and administration
  controls.








b)  Changes
in Internal Control Over Financial Reporting





There
have been no changes in the Company’s internal control over financial reporting
(as such term is defined in Rules 13a-15(f) and 15d-15 (f) under the Exchange
Act) during the quarter covered by this report that have materially affected, or
are reasonably likely to materially affect, the Company’s internal control over
financial reporting.




16







PART
II. OTHER INFORMATION





ITEM 1 LEGAL PROCEEDINGS





From time to time, the Company may
become involved in various lawsuits and legal proceedings which arise in the
ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from
time to time that may harm the Company's business. Except as otherwise disclosed
herein, the Company is currently not aware of any such legal proceedings or
claims that it believes will have, individually or in the aggregate, a material
adverse affect on its business, financial condition or operating
results.





ITEM 1A  RISK FACTORS





Not
required.





ITEM
2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS







During
the quarter of the fiscal year covered by this report, (i) the Company did not
modify the instruments defining the rights of its shareholders, (ii) no rights
of any shareholders were limited or qualified by any other class of securities,
and (iii) the Company did not sell any unregistered equity
securities.










ITEM 3DEFAULTS
UPON SENIOR SECURITIES





During
the quarter of the fiscal year covered by this report, the Company is in default
in its payment of interest on certain 12% Senior Promissory Notes (the
“Notes”).  The Notes were issued during the third and fourth quarters
of 2007 in connection with the sale of an aggregate of 2,325,000 offering units
to six investors for an aggregate purchase price of $2,325,000.





The Notes
are due between January and April 2008 unless extended by the Company for up to
180 additional days (i.e. through July and September 2008).  The
principal of the Notes bear interest at 12% which increases to 16%, from the
original due date until the Notes are paid in full, in the event the Company
extends the maturity date.  The Notes are collateralized by certain
“Beach Boys Collateral” which is memorabilia owned by the Company related to the
Beach Boys band.  (See Note G)  In the case of an event of
default, as defined in the 12% Senior Promissory Note Agreement, the interest
rate will be increased by 2% per month for each month the Notes are outstanding
beyond the maturity dates of the extended maturity dates.  Events of
default include, among other things a) failure to make required payments under
the Notes, b) a proceeding being commenced against the Beach Boys Collateral, c)
a judgment being entered against the Company for payment of in excess of
$5,000,000 and d) events of default on other senior indebtedness. The notes are
currently in default.





There
have not been any other defaults on any senior securities during the three
months ended March 31, 2008.








17





ITEM 4SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





No
matters were submitted to the security holders of the Company, through the
solicitation of proxies or otherwise, for a vote during the three months ended
March 31, 2008.








ITEM 5OTHER
INFORMATION





During
the quarter of the fiscal year covered by this report, the Company reported all
information that was required to be disclosed in a report on Form
8-K.








ITEM 6EXHIBITS





Exhibits:





Number
            
            Exhibit31.1
            
            Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002*31.2
            
            Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002 *32.1
            
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  *32.2
            
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  *





* Filed
herewith.








18


SIGNATURES





Pursuant
to the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.




Date: June
      2, 2008
              By:
              /s/ Peter
      VossName:
      Peter VossTitle:
      Chief Executive Officer
 Date: June
      2, 2008
              By:
              /s/ Robert
      KohnName:
      Robert KohnTitle:
      Chief Financial Officer










19