**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-QSB**





(Mark
      One)





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


**ACT
      OF 1934**





[X]
      For
      the quarterly period ended Sept. 30, 2007 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 small business issuer in its charter)






Delaware
            30-0360216(Jurisdiction
                of
                organization)
            (I.R.S.
                Employer Identification
                No.)




11555
        Heron Bay Boulevard, Suite 200
 Coral
        Springs, Florida 33076
 (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 as required
      to file such reports) and (2) has been subject to such filing requirements
      for
      the past 90 days. YES X    NO __





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Securities Exchange Act of 1934).  YES
      __    NO X





As
      of
      October 16, 2007, there were 117,914,497 shares of the registrant's common
      stock
      outstanding.





Transitional
      Small Business Disclosure format (check one):  YES
      __    NO X





1





**GLOBAL
      REALTY DEVELOPMENT CORP.**


**TABLE
      OF CONTENTS**





**PART
      I.**


**FINANCIAL
      INFORMATION**






**ITEM
                  1.****FINANCIAL
                  STATEMENTS**Consolidated
                  Balance Sheets at September 30, 2007 (Unaudited) and December 31,
                  2006
              3Consolidated
                  Statements of Operations for the Nine Months and Three
                  Months
              4Ended
                  September 30, 2007 and 2006 (Unaudited)Consolidated
                  Statements of Cash Flows for the Nine Months
              5Ended
                  September 30, 2007 and 2006 (Unaudited)Notes
                  to Financial Statements
              6**ITEM
                  2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                  OPERATION**
              9**ITEM
                  3. CONTROLS AND PROCEDURES**
              14**PART
                  II.****OTHER
                  INFORMATION****ITEM
                  1. LEGAL PROCEEDINGS**
              15**ITEM
                  2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                  PROCEEDS**
              15**ITEM
                  3. DEFAULTS UPON SENIOR SECURITIES**
              15**ITEM
                  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                  HOLDERS**
              16**ITEM
                  5. OTHER INFORMATION**
              16**ITEM
                  6. EXHIBITS**
              16









2





Item
      1.
      Financial Statements





**GLOBAL
      REALTY DEVELOPMENT CORP.**


CONSOLIDATED
      BALANCE SHEETS





**September
                30**
            
            
            **December
                31,****2007**
            
            
            **2006****(Unaudited)****ASSETS**Cash
                and cash equivalents
            
            $
            156,880
            
            
            $
            110,979Inventories-at
                the lower of cost orfair
                value-lots held for sale
            
            
            25,881,357
            
            
            
            29,469,111Receivables
            
            
            93,732
            
            
            
            219,827Deposits
            
            
            510,656
            
            
            
            -Receivable
                from related party
            
            
            1,149,584
            
            
            
            2,611,369Prepaid
                expenses
            
            
            147,132
            
            
            
            1,091,500Film
                Rights
            
            
            618,000
            
            
            
            618,000Goodwill
            
            
            12,794,000
            
            
            
            6,794,000Memorabilia
                Collection
            
            
            3,080,000
            
            
            
            -Property,
                plant and equipment
            
            
            2,221,822
            
            
            
            1,911,514**TOTAL
                ASSETS**
            
            $
            46,653,163
            
            
            $
            42,826,300**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Liabilities:**Convertible
                subordinated note
            
            $
            -
            
            
            $
            2,400,000Accounts
                payable and other liabilities
            
            
            2,256,178
            
            
            
            1,332,083Mortgages
                notes payable
            
            
            18,661,197
            
            
            
            19,924,616Accrued
                interest expense
            
            
            251
            
            
            
            876,903Accrued
                salaries and benefits
            
            
            695,689
            
            
            
            454,963Loans
                from related parties-unsecured
            
            
            938,934
            
            
            
            585,041Debentures
                Payable
            
            
            844,511
            
            
            
            -Derivative
                Liabilities-Warrants
            
            
            3,366,179
            
            
            
            -Due
                to SMS Text Shareholders
            
            
            1,746,499
            
            
            
            -Income
                taxes payable
            
            
            2,633,965
            
            
            
            2,302,729Other
                taxes payable
            
            
            1,389,033
            
            
            
            1,619,837**Total
                Liabilities**
            
            
            32,532,436
            
            
            
            29,496,172**Stockholders'
                equity**Preferred
                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,117,914,497
                and 99,532,742 shares issued and outstandingat
                September 30, 2007 and December 31, 2006, respectively
            
            
            117,915
            
            
            
            99,533Paid
                in capital
            
            
            41,936,187
            
            
            
            35,917,345Accumulated
                other comprehensive income
            
            
            2,769,774
            
            
            
            2,321,164Accumulated
                deficit
            
            
            (30,703,149
            )
            
            
            (25,007,914
            )**Total
                stockholders' equity**
            
            
            14,120,727
            
            
            
            13,330,128**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            $
            46,653,163
            
            
            $
            42,826,300





**See
      accompanying notes to financial statements.**




3




**GLOBAL
      REALTY DEVELOPMENT CORP.**


CONSOLIDATED
      STATEMENTS OF OPERATIONS (UNAUDITED)





**Three
                Months Ended**
            
            
            **Nine
                Months Ended****September
                30**
            
            
            **September
                30****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006****REVENUES**Land
                sales
            
            
            $
            661,558
            
            
            $
            33,208
            
            
            $
            11,523,459
            
            
            $
            4,562,495Recovery
                of Previously ProvidedProvision
            
            
            
            
            
            
            1,381,556
            
            
            
            
            
            
            
            1,381,556Other
            
            
            
            
            (9,636
            )
            
            
            30,749
            
            
            
            126,855
            
            
            
            110,201**Total
                Revenues**
            
            
            651,922
            
            
            
            1,445,513
            
            
            
            11,650,314
            
            
            
            6,054,252**EXPENSES**Cost
                of sales
            
            
            
            834,041
            
            
            
            174,411
            
            
            
            10,201,872
            
            
            
            3,511,443Administrative
            
            
            1,148,132
            
            
            
            543,832
            
            
            
            4,380,356
            
            
            
            3,140,714Interest
            
            
            
            
            271,397
            
            
            
            99,986
            
            
            
            444,354
            
            
            
            827,708Depreciation
            
            
            
            2,687
            
            
            
            2,452
            
            
            
            7,848
            
            
            
            7,128**Total
                Expenses**
            
            
            2,256,257
            
            
            
            820,681
            
            
            
            15,034,430
            
            
            
            7,486,993**Income
                (loss) before income taxes**
            
            
            (1,604,335
            )
            
            
            624,832
            
            
            
            (3,384,116
            )
            
            
            (1,432,741
            )**Other
                income
                (expense)**
              Change
                in value of derivatives
            
            
            
            (1,584,356
            )
            
            
            -
            
            
            
            (1,584,356
            )
            
            
            -Interest
                expense on derivatives
            
            
            
            (448,708
            )
            
            
            -
            
            
            
            (448,708
            )
            
            
            -**Net
                income (loss) before income taxes**
            
            
            
            (3,637,399
            )
            
            
            624,832
            
            
            
            (5,417,180
            )
            
            
            (1,432,741
            )**Income
                taxes**
            
            
            
            16,260
            
            
            
            -
            
            
            
            278,055
            
            
            
            -**Net
                income (loss)**
            
            $
            (3,653,659
            )
            
            $
            624,832
            
            
            $
            (5,695,235
            )
            
            $
            (1,432,741
            )**Net
                (loss) income per common share****(basic
                & diluted)**
            
            $
            (0.032
            )
            
            $
            0.007
            
            
            $
            (0.058
            )
            
            $
            (0.016
            )**Weighted
                average common shares outstanding****(basic
                & diluted)**
            
            
            113,157,354
            
            
            
            90,652,875
            
            
            
            102,208,563
            
            
            
            88,183,082





**See
      accompanying notes to financial statements**







4









GLOBAL
      REALTY DEVELOPMENT CORP.


CONSOLIDATED
      STATEMENTS OF CASH FLOWS (UNAUDITED)


**For
                the Nine Months Ended****September
                30, 2007****2007**
            
            
            **2006****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                income (loss)
            
            $
            (5,695,235
            )
            
            $
            (1,432,741
            )Adjustments
                to reconcile net loss to net cashfrom
                operating activities:Depreciation
                and amortization
            
            
            7,848
            
            
            
            7,128Amortization
                of prepaid consulting expenses
            
            
            1,081,500Derivative
                Expense
            
            
            1,985,690Stock
                based compensation
            
            
            666,281
            
            
            
            1,186,618Capital
                contribution of income tax
            
            
            730,528Decrease
                (increase) in assets:Accounts
                Receivable
            
            
            126,095
            
            
            
            (1,678,669
            )Deposits
            
            
            (510,656
            )
            
            
            -Inventory
            
            
            3,587,754
            
            
            
            5,654,298Accounts
                receivable to related party
            
            
            -
            
            
            
            (234,988
            )Prepaid
                expenses
            
            
            (137,132
            )
            
            
            310,421Increase
                (decrease) in liabilities:Accounts
                payable
            
            
            924,095
            
            
            
            (930,722
            )Accrued
                salaries and benefits
            
            
            240,726
            
            
            
            -Taxes
                payable
            
            
            331,236
            
            
            
            749,467Accrued
                interest
            
            
            (876,652
            )
            
            
            526,889Other
                taxes payable
            
            
            (230,804
            )
            
            
            (150,089
            )**NET
                CASH PROVIDED BY OPERATING ACTIVITIES**
            
            
            2,231,274
            
            
            
            4,007,612**CASH
                FLOWS FROM INVESTING ACTIVITIES:**Cash
                paid for acquisition of SMS Text Media
            
            
            (1,253,501
            )
            
            
            -Capital
                expenditures
            
            
            (78,797
            )
            
            
            (227,000
            )**NET
                CASH USED IN INVESTING ACTIVITIES**
            
            
            (1,332,298
            )
            
            
            (227,000
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from issuance of promissory notes
            
            
            2,225,000
            
            
            
            -Notes
                payable
            
            
            -
            
            
            
            -Mortgages
                payable, net
            
            
            (3,663,419
            )
            
            
            (5,141,119
            )Loans
                from related parties, unsecured
            
            
            353,893
            
            
            
            835,734Loans
                from related parties, secured
            
            
            -
            
            
            
            121,039**NET
                CASH USED IN FINANCING ACTIVITIES**
            
            
            (1,084,526
            )
            
            
            (4,184,346
            )**EFFECT
                OF EXCHANGE RATE OF CASH**
            
            
            231,451
            
            
            
            393,320**NET
                INCREASE IN CASH**
            
            
            45,901
            
            
            
            (9,814
            )**CASH,**beginning of year
            
            
            110,979
            
            
            
            20,670**CASH,**
                end of year
            
            $
            156,880
            
            
            $
            10,856**SUPPLEMENTAL
                DATA:****Non
                cash items**Issuance
                of common stock for consulting fees to be recognized in future
                periods
            
            $
            -
            
            
            $
            1,336,850Issuance
                of common stock for acquisition of MJD Films
            
            
            
            
            
            $
            1,686,000Retirement
                of stock in exchange for payment of Related Party
                Receivable
            
            $
            1,461,785
            
            
            $
            -Issuance
                of common stock for SMS Text Media, Inc.
            
            $
            3,000,000
            
            
            $
            -Issuance
                of common stock for acquisition of memorabilia collection
            
            $
            3,080,000
            
            
            $
            -Issuance
                of notes payable for acquisition of SMS Text Media, Inc.
            
            $
            3,000,000
            
            
            $
            -








**See
      accompanying notes to financial statements**






5






GLOBAL
      REALTY DEVELOPMENT CORP.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





September
      30, 2007








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 nine months ended
      September 30, 2007 are not indicative of the results of operations for the
      year
      ended December 31, 2007.  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, 2006.





NOTE
      B –
GOING CONCERN





As
      indicated in the accompanying financial statements, the Company has an
      accumulated deficit of $30,703,149 at September 30,
      2007.  Management’s plans include the raising of capital through the
      equity market and the generating of revenue through its
      businesses.  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 –
REVENUE RECOGNITION





Income
      from land sales is recorded when title is conveyed to the buyer, adequate cash
      payment has been received and there is no continued involvement on the part
      of
      the Company.  Income from the sale or licensing of films and music is
      recognized when an arrangement with a customer exists, the film or recording
      is
      complete and has been delivered for immediate use, the license period has begun,
      the fee is fixed, and collection of the fee is reasonably assured.




NOTE
      D –
RELATED PARTY TRANSACTIONS




During
        the quarter ended September 30, 2007, payments in the amount of $200,000
        were
        made to Accrued Equities Pty, Ltd, a company controlled by Peter Voss, a
        major
        shareholder and officer of the Company, for additional expenses incurred
        with
        the on-going business development of Pachinko Parlors.


During
      the quarter ended September 30, 2007, a Commission Agreement was entered into
      between Robert Kohn, CEO of Global and Roy Sciacca, shareholder of SMS Text
      Media Inc.  As per the terms of the agreement, Roy Sciacca will pay
      Mr. Kohn a 10% commission based on his proceeds from the sale of SMS Text Media,
      up to $100,000 plus 300,000 shares of Global common stock.





6




In
      July,
      2007, Global Realty issued a Note for a Line of Credit up to $220,000 to MJD
      Films, Inc.  The interest rate is 12% per year.  As of
      September 30, 2007, the balance of the note is $61,250.  Interest
      income and expense of $1,436 has been eliminated in consolidation.





In
      July
      2007, Global Realty issued a Note for a Line of Credit up to $1,300,000 to
      TFM
      Group Ltd. The interest rate is 12% per year.  As of September 30,
      2007, the balance of the note is $637,500. Interest income and expense of
      $13,500 has been eliminated in consolidation.




NOTE E
      –  ACQUISITION OF SMS TEXT MEDIA INC.




On
      July
      30, 2007, the Company consummated the closing of, and became obligated under,
      an
      acquisition agreement dated July 19, 2007 with SMS Text Media, Inc., a Nevada
      Corporation ("SMS"), and the stockholders of SMS (the "Selling Stockholders").
      Pursuant to the Acquisition Agreement, the Company agreed to purchase 100%
      of
      the authorized, issued and outstanding common stock of SMS in consideration
      for:
      (a) $3,000,000 in cash to the Selling Stockholders; (b) 10,000,000 shares of
      the
      Company's common stock to the Selling Stockholders; (c) a $1,500,000 line of
      credit to SMS at an interest rate of no greater than 12% per annum; and (d)
      contingent payments to the Selling Stockholders from earned income from SMS
      operations.




Under
      the
      terms of the Acquisition Agreement, the Selling Stockholders deposited the
      SMS
      Shares in escrow with an escrow agent, the Company agreed to make payments
      of
      Cash to the Selling Stockholders in installments, and the Selling Stockholders
      agreed to deliver the SMS Shares to the Company in proportionate installments
      upon the Selling Stockholders' receipt of the Cash payments. On July 30, 2007,
      the Company delivered all of the Company Shares to the Selling Stockholders
      and
      paid the sum of $530,000 in Cash to the Selling Stockholders as the initial
      installment of the Cash payments. The Company received 69.125% of the SMS Shares
      on July 30. During the third quarter the Company has made such Cash payments
      as
      it now owns 78.8% of SMS Text Media.  The Company was obligated to
      purchase the remaining SMS Shares pursuant to the terms of the Acquisition
      Agreement within ninety (90) days after July 30, 2007. As of October 30, the
      Company has not paid the full $3,000,000 Cash Payments to the Selling
      Stockholders and therefore the Company will issue the Selling Stockholders
      a
      promissory note for the balance of Cash which has not been made. The outstanding
      principal amount of the promissory note will be subject to a penalty interest
      rate of 15% per year from the date of the promissory note through the date
      on
      which the principal balance is repaid. Until the promissory note is paid in
      full
      (principal plus interest), (i) all dividends and other distributions to
      stockholders of SMS, if any, shall be paid 50.1% to the Company and 49.9% to
      the
      Selling Stockholders, regardless of actual stock ownership in SMS, and (ii)
      all
      dividends and distributions to be made by SMS to the Company shall be paid
      over
      to the Selling Stockholders to be applied to principal and interest on the
      SMS
      Note. Once the promissory note is paid in full (principal plus interest), the
      remaining SMS Shares in escrow will be delivered to the Company.




NOTE
      F –
DEBENTURES PAYABLE/DERIVATIVE LIABILITIES-WARRANTS




During
      the quarter ended September 30, the Company sold an aggregate of 2,225,000
      Offering Units to six investors for an aggregate purchase price of
      $2,225,000.  The Offering Units consist of (i) 12% senior secured
      promissory notes in an aggregate principal amount of $2,225,000, (ii) warrants
      to purchase an aggregate of 6,675,000 shares of Company common stock, and (iii)
      subject to removal of certain contingencies, additional warrants (“Additional
      Warrants”) to purchase an aggregate of 2,225,000 shares of Company common
      stock.  In connection with the transaction and as part of the placement fee
      for the transaction, the Companyaccruedcertain
      cash fees and issued the following securities to Halpern Capital, Inc.: (i)
      a
      warrant to purchase 467,250 shares of Company common stock and (ii) subject
      to
      removal of certain contingencies and delivery of the Additional Warrants to
      the
      investors, an additional warrant to purchase 155,750 shares of Company common
      stock.




7






The
      fair
      value of the warrants was determined by using the Black-Scholes Option
      Model.  Proceeds of the notes were first allocated to the fair value
      of the warrants with the remainder allocated to the notes.  As of
      September 30, 2007, the fair value of the Debentures Payable and Derivative
      Liabilities - Warrants is $844,511 and $3,366,179 respectively.  For
      the quarter ended September 30, 2007, the change in the value of derivatives
      is
      $1,584,356 and interest expense on derivatives is $448,708.





NOTE
      G –
STOCKHOLDERS’ EQUITY





During
      the quarter ended March 31, 2007, the Company recorded $608,581 in stock based
      compensation representing the current period expense of employee stock options
      issued in 2006.





On
      May
      25, 2007, the Company issued 23,000 shares of its common stock for professional
      fees incurred.  The shares were valued at $.65 per
      share.  Legal expense charged to operations as of June 30, 2007 was
      $14,950.





During
      the quarter ended June 30, 2007, the Company received and retired 2,866,245
      shares of its common stock in partial settlement of the Related Party receivable
      from A-1 Financial Planners.  The shares were valued at $.51 per
      share.





On
      July
      19, 2007, the Company issued 10,000,000 shares of its common stock for the
      acquisition of SMS Tex Media, Inc.  The shares were valued at $.30 per
      share.





On
      July
      25, 2007, the Company issued 11,000,000 shares of its common stock for the
      purchase of a memorabilia collection that has been pledged as collateral for
      the
      12% promissory notes above.  The shares were valued at $.28 per
      share.





On
      August
      15, 2007, the Company issued 225,000 shares of its common stock for a commitment
      fee for consulting expenses.  The shares were valued at $.19 per
      share.  Consulting expense charged to operations as of September 30,
      2007 was $42,750.





NOTE
      H –
SUBSEQUENT EVENTS





In
      regards to the transaction described in Note D above in the subsection titled
      “Acquisition of SMS Text Media, Inc.”, and pursuant to the Acquisition Agreement
      between Global Realty Development Corp. and SMS Text Media, Inc., the Company
      was to pay $3,000,000 in cash payment to the Selling Stockholders within 90
      days
      of the Initial Closing (October 31, 2007.)  As of October 31,the Company has not paid
      the
      full $3,000,000 cash payments to the Selling Stockholders and therefore the
      Company will issue the Selling Stockholders a promissory note for the balance
      of
      Cash which has not been paid. The outstanding principal amount of the promissory
      note will be subject to a penalty interest rate of 15% per year from the date
      of
      the promissory note through the date on which the principal balance is
      repaid.








8






**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.





**Overview**





The
      primary objective of the Company's management is to maximize shareholder value.
      The Company attempts to accomplish this objective by acquiring companies in
      the
      entertainment and gaming areas.  Management believes revenues and
      earned income can be increased by acquiring Pachinko Parlors and entertainment
      companies.





The
      Company historically 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.





During
      the third quarter of 2006, the United States operations of the Company directed
      its attention toward building an entertainment and gaming company.  To
      that end on August 29, 2006 the Company purchased MJD Films and on October
      4,
      2006 the Company purchased a 51% interest in the TFM Group, a newly-formed
      joint
      venture formed to develop television, film and music production
      projects.   On July 30th, 2007 the
      Company
      consummated the closing of a majority interest in SMS Text Media, Inc., a
      marketing company for its other entertainment operations.





The
      Company currently plans to sell off all Australian real estate subsidiaries
      to provide cash flow for its entertainment and future potential gaming
      businesses.




**Entertainment**




The
      Company acquired MJD Films (“MJD”).  In exchange for all of the
      outstanding common stock of MJD Films, the Company issued to MJD Shareholders
      an
      aggregate of 4,000,000 shares of common stock and 2,000,000 Warrants to purchase
      common stock at market price, exercisable up to three years. Such shares and
      warrants are restricted securities (as such term is defined in Rule 144 under
      the U.S. Securities Act of 1933, as amended (the "Securities Act").





MJD
      has
      produced the full feature documentary “Seed of Faith”. The film provides a
      portrait into the life of Pope John Paul II.    “SEED of Faith” is
      finished and packaged (DVD) and offered in both English and Spanish.  It’s
      supporting CD Soundtrack features Grammy Award winning artist Yanni, Academy
      Award winning composer Ennio Marriconne and many other contributing musical
      artists.   Second, MJD is in the process of producing a
      Horror/Thriller film “The Devil Exists” based on The Manson Family.








9





On
      October 4, 2006, the Company entered into an Operating Agreement for the
      formation of TFM Group, L.L.C., a Delaware limited liability company, along
      with
      the Roy Sciacca Group and Mariano Rivera. The Company received 51% of TFM Group,
      L.L.C. for an initial contribution of 6,000,000 shares of common stock of the
      Company to the Roy Sciacca Group and 3,000,000 warrants to purchase shares
      of
      the Company’s common stock, with an exercise price of $1.00 per share. Such
      shares and warrants are restricted securities (as such term is defined in Rule
      144 under the Securities Act.)





This
      joint venture entity was created to develop television, film and music
      productions including a new reality television show, “Battle of the
      Americas”.





On
      July
      30th, the
      Company acquired a majority interest in SMS Text Media, Inc., an entertainment
      marketing company to enhance its entertainment operations.





**Real
      Estate**





The
      Company currently has on-going Australian projects on various seaboard cities
      of
      the Eastern coastal regions of Australia.  The Company currently plans
      to sell off all Australian real estate subsidiaries to provide cash flow for
      its
      entertainment and future potential gaming businesses.





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 fair market
      value.  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.





**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, the following policies could be deemed
      to be critical within the SEC definition.





**Revenue
      and Cost Recognition**





Revenue
      on product sales is recognized when persuasive evidence of an arrangement
      exists, such as when a purchase order or contract is received from the customer,
      the price is fixed, title to the goods has changed and there is a reasonable
      assurance of collection of the sales proceeds. The Company obtains written
      purchase authorizations from its customers for a specified amount of product
      at
      a specified price and considers delivery to have occurred at the time of
      shipment. Revenue is recognized at shipment and the Company records a reserve
      for estimated sales returns, which is reflected as a reduction of revenue at
      the
      time of revenue recognition.





Revenues
      from research and development activities relating to firm fixed-price contracts
      are generally recognized on the percentage-of-completion method of accounting
      as
      costs are incurred (cost-to-cost basis). Revenues from research and development
      activities relating to cost-plus-fee contracts include costs incurred plus
      a
      portion of estimated fees or profits based on the relationship of costs incurred
      to total estimated costs. Contract costs include all direct material and labor
      costs and an allocation of allowable indirect costs as defined by each contract,
      as periodically adjusted to reflect revised agreed upon rates. These rates
      are
      subject to audit by the other party. Amounts can be billed on a bi-monthly
      basis. Billing is based on subjective cost investment factors.








10




**Use
      of Estimates:**




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      the disclosure of contingent assets and liabilities at the date of the financial
      statements as well as the reported amounts of revenues and expenses during
      the
      reporting period. Actual results could differ from those estimates. These
      estimates and assumptions relate to recording net revenue, collectibility of
      accounts receivable, and the realizability of other intangible assets, accruals,
      income taxes, inventory realization and other factors. Management has exercised
      reasonable judgment in deriving these estimates; however, actual results could
      differ from these estimates. Consequently, change in conditions could affect
      our
      estimates.




**Fair
      Value of Financial Instruments:**




The
      Company considers all highly liquid interest-earning investments with a maturity
      of three months or less at the date of purchase to be cash equivalents.
      Investments with maturities beyond one year may be classified as short-term
      based on their highly liquid nature and because such marketable securities
      represent the investment of cash that is available for current operations.
      All
      cash and short-term investments are classified as available for sale and are
      recorded at market value using the specific identification method; unrealized
      gains and losses (excluding other-than-temporary impairments) are reflected
      in
      other income.





**Results
      of Operations**




**Results
        of Operations**
   **Three
                    Months Ended**
                    **September
                      30**
                
                
                **Nine
                    Months Ended**
                  **September
                    30**2007
                
                
                2006
                
                
                2007
                
                
                2006**REVENUES**Land
                    sales
                
                $
                661,558
                
                
                $
                33,208
                
                
                $
                11,523,459
                
                
                $
                4,562,495Recovery
                    of Previously Provided
                
                
                
                
                
                
                1,381,556
                
                
                
                
                
                
                
                1,381,556Other
                
                
                (9,636
                )
                
                
                30,749
                
                
                
                126,855
                
                
                
                110,201**Total
                    Revenue**
                
                
                651,922
                
                
                
                1,445,513
                
                
                
                11,650,314
                
                
                
                6,054,252**EXPENSES**Cost
                    of sales
                
                
                834,041
                
                
                
                174,411
                
                
                
                10,201,872
                
                
                
                3,511,443Administrative
                
                
                1,148,132
                
                
                
                543,832
                
                
                
                4,380,356
                
                
                
                3,140,714Interest
                
                
                271,397
                
                
                
                99,986
                
                
                
                444,354
                
                
                
                827,708Depreciation
                
                
                2,687
                
                
                
                2,452
                
                
                
                7,848
                
                
                
                7,128**Total
                    Expenses**
                
                
                2,256,257
                
                
                
                820,681
                
                
                
                15,034,430
                
                
                
                7,486,993**Income
                    (loss) before income taxes**
                
                
                (1,604,335
                )
                
                
                624,832
                
                
                
                (3,384,116
                )
                
                
                (1,432,741
                )**Other
                    Income (expense)**Change
                    in value of derivatives
                
                
                (1,584,356
                )
                
                
                -
                
                
                
                (1,584,356
                )
                
                
                -Interest
                    expens on derivatives
                
                
                (448,708
                )
                
                
                -
                
                
                
                (448,708
                )
                
                
                -(3,637,399
                )
                
                
                624,832
                
                
                
                (5,417,180
                )
                
                
                (1,432,741
                )**Income
                    taxes**
                
                
                16,260
                
                
                
                -
                
                
                
                278,055
                
                
                
                -**Net
                    income (loss)**
                
                $
                (3,653,659
                )
                
                $
                624,832
                
                
                $
                (5,695,235
                )
                
                $
                (1,432,741
                )
  11




**THREE
      MONTHS ENDED SEPTEMBER 30, 2007 VS. THREE MONTHS ENDED SEPTEMBER 30,
      2006**




Revenues
      of $651,922for
      the
      three month period ended September 30, 2007 as compared to $1,445,513 for the
      three month period ended September 30, 2006 reflect the results principally
      from
      the sale of property.





The
      cost
      of sales of $834,041for the three month period ended September 30, 2007 as
      compared to the cost of sales of $174,411for
      the
      three month period ended September 30, 2006 represents the cost of sales of
      land.





Expenses
      from operations were $1,148,132 for the three month period ended September
      30,
      2007 as compared with $543,832 for the respective prior year period. The
      increase from 2007 to 2006 is due primarily to the acquisition of SMS Text
      Media
      and increased operations of the TFM Group.





During
      the three month period ended September 30, 2007 the Company had net interest
      expense of $271,397 as compared with net interest expense of $99,986 during
      the
      three month period ended September 30, 2006, respectively.





The
      Company had taxes of$16,260
      for the
      three month period ended September 30, 2007 as compared to taxes of $0 for
      the
      three month period ended September 30, 2006.





During
      the three month period ended September 30, 2007 the Company had a net loss
      of
      $(3,653,659)as
      compared to a gain of $624,832for
      the
      three month period ended September 30, 2006.





The
      Company had $32,532,436 in accounts payable and other liabilities for the three
      month period ended September 30, 2007 as compared to $41,382,940 in accounts
      payable and other liabilities for the three month period ended September 30,
      2006.





Stockholders'
      equity was $14,120,727 for the three month period ended September 30, 2007
      compared to $10,364,749 for the three month period ended September 30,
      2006.





**NINE
      MONTHS ENDED SEPTEMBER 30, 2007 VS.  NINE MONTHS ENDED SEPTEMBER 30,
      2006**




Revenues
      of $11,650,314 for the nine month period ended September 30, 2007 as compared
      to
      $6,054,252 for the nine month period ended September 30, 2005 reflect the
      results from the sale of properties.





The
      cost
      of sales of $10,201,872 for the nine month period ended September 30, 2007
      as
      compared to the cost of sales of $3,511,443 for the nine month period ended
      September 30, 2006 represents the cost of sales of properties sold.





Expenses
      from operations were $4,380,356 for the nine month period ended September 30,
      2007 as compared to expenses from operation $3,140,714 for the nine month period
      ended September 30, 2006. The increase from 2007 to 2006 is due primarily to
      increases in employees, consulting fees and related costs including legal and
      accounting fees from the acquisition of SMS Text Media and the increase in
      TFM
      Group operating costs.




During
          the nine month period ended September 30, 2007 the Company had net interest
          expense of $444,354 as compared with net interest expense of $827,708
          during the nine month period ended September 30, 2006, respectively, as
          a result
          of the Company having paid off in the first quarter of 2007 a $2.4 million
          convertible note entered into with Sapphire Development Limited (the “Sapphire
          Note”) in accordance with a settlement agreement dated August 20,
          2005.  The Company paid off the Sapphire Note following the sale of
          property on January 5, 2007 which resulted in approximately $5.3 million
          in net
          cash flow.


The
      Company has $278,055 in income tax expense for the nine month period ended
      September 30, 2007 as compared to income taxes of $0 for the nine month period
      ended September 30, 2006.





During
      the nine month period ended September 30, 2007 the Company had a net loss
      of  $5,695,235 as compared to a net loss of $1,432,741 for the nine
      month period ended September 30, 2006.





The
      Company had a $8,235,229 decrease in accounts payable and other liabilities
      for
      the period ended September 30, 2007 as compared with a $3,988,801 decrease
      in
      accounts payable and other liabilities for the period ended September 30, 2006.
      This
      decrease was due to the payoff of mortgages for the properties sold in January
      and June of 2007 and the payoff of the Sapphire Note
      above.





12




Stockholders'
      equity increased by $3,755,978 to $14,120,727 for the period ending September
      30, 2007 compared to an increase of $3,107,647 for the period ended September
      30, 2006.





**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 9 month period of 2007, 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.  The Company used $2.6 million of these funds to pay the
      Sapphire Note. The Company is seeking to raise additional financing through
      private equity financing for the purposes of acquiring entertainment related
      companies; financing existing entertainment related projects; acquisition of
      Pachinko parlors and further development of its existing
      properties.  The Company also intends to sell all of its
      Australian real estate subsidiaries to increase cash flows. We cannot predict
      whether we will be successful in obtaining a buyer for the real estate
      subsidiaires, the acquisition of Pachinko Parlors, or the further development
      of
      our entertainment properties. If we are unable to obtain sufficient funds in
      the
      near future, such event will delay the further development of existing
      properties, the acquisition of Pachinko Parlors, and the further development
      of
      our entertainment projects and likely will have a material adverse impact on
      us
      and our business prospects.





Our
      cash and cash equivalents increased $45,901 during the nine months ended
      September 30, 2007. Cash flows provided by operating activities of
      $2,231,274plus
      the
      effect of the exchange rate of $231,451was more
      than cash flows used by financing activities of $1,084,526 and net cash used
      in
      investing activities of $1,332,298.





Cash
      flows from operating activities increased primarily from the sale of the
      Eggersdorf and Mountain Top properties for the nine months ended September
      30,
      2007. Cash flows of $2,225,000 were provided from investing activities through
      the Sale of promissory notes. Financing activities used $1,253,501 in cash
      flow
      to partially purchase SMS Text Media, Inc. and $2,600,000  for the
      repayment of the Sapphire Note.





**EFFECT
      OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS**





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. Recently issued literature also provides guidance on the
      de-recognition, 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 2007.  The Company adopted
      the provisions of FIN 48 with no material impact.





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 consolidated financial
      statements.





In
      September 2006, the FASB issued SFAS
      No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
      Postretirement Plans - an amendment of FASB Standards No. 87, 88, 106, and
      132
      (R).”  which requires an employer to recognize the overfunded or
      underfunded status of a defined benefit plan as an asset or liability in its
      condensed consolidated balance sheet.  Under SFAS No. 158, actuarial
      gains and losses and prior service costs or credits that have not yet been
      recognized through earnings as net periodic benefit cost will be recognized
      in
      other comprehensive income, net of tax, until they are amortized as a component
      of net periodic benefit cost.  SFAS No. 158 is effective as of the end
      of the fiscal year ending after December 15, 2006 and shall not be applied
      retrospectively.  The Company believes at this time that the adoption
      of SFAS No. 158 will not have a material impact on its condensed consolidated
      financial statements as the Company does not have any defined benefit pension
      or
      other postretirement plans.





13


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 December 31,
      2006.





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.








**ITEM
      3. CONTROLS AND PROCEDURES**





a)
            Evaluation
                of Disclosure Controls and
                Procedures.  As of September 30, 2007, the Company’s management
                carried out an evaluation, under the supervision of the Company’s Chief
                Executive Officer and the Chief Financial Officer, of the effectiveness
                of
                the design and operation of the Company’s system of disclosure controls
                and procedures pursuant to Rules 13a-15(d) and 15d-15(d) under the
                Securities Exchange Act of 1934 (the “Exchange Act”).  Based
                upon that evaluation, the Chief Executive Officer and Chief Financial
                Officer concluded that the Company’s disclosure controls and procedures
                were effective, as of the date of their evaluation, for the purposes
                of
                recording, processing, summarizing and timely reporting material
                information required to be disclosed in reports filed by the Company
                under
                the Exchange Act.





b)
            Changes
                in internal controls. There were no changes in the Company’s internal
                controls over financial reporting, that occurred during the period
                covered
                by this report that have materially affected, or are reasonably likely
                to
                materially effect, the Company’s internal control over financial
                reporting.







14




**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
      2 UNREGISTERED SALES OF EQUITY SECURITIES
      AND USE OF PROCEEDS**





**Beach
      Boys Memorabilia Purchase**





On
      April
      15, 2007, the Company entered into the Beach Boy Memorabilia Purchase Agreement
      with Focus Solutions International, SA pursuant to which it agreed to issue
      11,000,000 shares of its common stock to acquire the Beach Boys
      Memorabilia.  The Company relied upon the exemption from registration
      as set forth in Section 4(2) of the Securities Act and/or Rule 506 of Regulation
      D for the issuance of these securities.





**Private
      Placement Financing**





Starting
      on July 25, 2007 and during the quarter ended September 30, 2007, the Company
      entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”)
      and related documents, filed hereto as exhibits 10.2 through 10.8, (the
“Transaction Documents”), pursuant to which the Company sold an aggregate of
      2,225,000 Offering Units to six investors for an aggregate purchase price of
      $2,225,000.  The Offering Units consist of (i) 12% senior secured
      promissory notes in an aggregate principal amount of $2,225,000, (“Notes”) (ii)
      warrants to purchase an aggregate of 6,675,000 shares of Company common stock,
      (“Warrants) and (iii) subject to removal of certain contingencies, additional
      warrants (“Additional Warrants”) to purchase an aggregate of 2,225,000 shares of
      Company common stock.  In connection with the transaction and as part
      of the placement fee for the transaction, the Company paid certain cash fees
      and
      issued the following securities to Halpern Capital, Inc.: (i) a warrant to
      purchase 467,250 shares of Company common stock and (ii) subject to removal
      of
      certain contingencies and delivery of the Additional Warrants to the investors,
      an additional warrant to purchase 155,750 shares of Company common
      stock.





The
      Company relied upon the exemption from registration as set forth in Section
      4(2)
      of the Securities Act and/or Rule 506 of Regulation D for the issuance of these
      securities with reference to the following facts and circumstances: (1) the
      investors represented that they were “accredited investors” within the meaning
      of Rule 501(a); (2) the transfer of the securities were restricted by the
      Registrant in accordance with Rule 502(d); (3) there were no, and in any case
      no
      more than 35 non-accredited investors in the transaction within the meaning
      of
      Rule 506(b), after taking into consideration all prior investors under Section
      4(2) of the Securities Act within the twelve months preceding the transaction;
      and (4) none of the offers and sales were effected through any general
      solicitation or general advertising within the meaning of Rule
      502(c).





**SMS
      Text Media Acquisition**





On
      July
      30, 2007 the Company entered into an Acquisition Agreement with SMS Text Media,
      Inc., filed hereto as exhibit 10.1, pursuant to which it agreed to issue
      10,000,000 shares of its common stock to acquire an interest in SMS Text Media,
      Inc. The Company relied upon the exemption from registration as set forth in
      Section 4(2) of the Securities Act and/or Rule 506 of Regulation D for the
      issuance of these securities.




**ITEM
      3DEFAULTS UPON SENIOR SECURITIES**





Contemporaneous
      with the transaction described in Item 2 above under the subsection titled
      “Private Placement Financing” and pursuant to the Note, the Company’s failure to
      pay interest when due and where such failure continues for a period of 10
      business days, shall constitute a default under the Note.  During the
      quarter ended September 30, the Company is in default in its payments of the
      Notes and is renegotiating the terms of the Notes.  Further, pursuant
      to the Note, Peter Voss, through a company controlled by him, was to invest
      $25,000,000 into the Company within 30 days after the Closing Date (July 19,
      2007) in exchange for the Company’s common stock.  As of September 30,
      this investment was not made, and the Company is in default on the Notes and
      is
      renegotiating the terms of the Notes.





15


There
      have not been any other defaults on any senior securities during the three
      months ended September 30, 2007.





**ITEM
      4SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS**





No
      matters were submitted to the security holders of the Company for a vote during
      the three-months ended September 30, 2007.





**ITEM
      5OTHER
      INFORMATION**





The
      Company has no other information to report for the three months ended September
      30, 2007.





**ITEM
      6EXHIBITS**





***Exhibits:***





**Number**
            
            **Exhibit**3.1
            
            Certificate
                of Incorporation (incorporated by reference to Exhibit 3.1 to the
                Company’s Registration Statement on Form SB-2, filed on July 21,
                2000)3.2
            
            Amendment
                to Certificate of Incorporation (incorporated by reference to Exhibit
                3.2
                to the Company’s Registration Statement on Form SB-2, filed on July 21,
                2000)3.3
            
            By-Laws
                (incorporated by reference to Exhibit 3.3 to the Company’s Registration
                Statement on Form SB-2, filed on July 21, 2000)3.4
            
            Amendment
                to Certificate of Incorporation (incorporated by reference to Exhibit
                3.3
                to the Company’s Registration Statement on Form SB-2/A, filed on October
                31, 2000)3.5
            
            Amendment
                to Certificate of Incorporation (incorporated by reference to Exhibit
                3.5
                to the Company’s Annual Report on Form 10-KSB, filed on April 14,
                2004)3.6
            
            Amendment
                to Certificate of Incorporation  (incorporated by reference to
                Exhibit 3.6 to the Company’s Annual Report on Form 10-KSB, filed on May
                19, 2005)3.7
            
            Certificate
                of Ownership and Merger (incorporated by reference to Exhibit 3.3
                to the
                Company’s Quarterly Report on Form 10-QSB, filed on August 19,
                2005)3.8
            
            Amendment
                to Certificate of Incorporation (incorporated by reference to Exhibit
                3.1
                to the Company’s Current Report on Form 8-K, filed on January 30,
                2006)10.1
            
            Acquisition
                Agreement Between Global Realty Development Corp. and SMS Text Media,
                Inc., dated July 30, 2007 (incorporated by referece to Exhibit 10.1
                to the
                Company’s Current Report on Form 8-K, filed on August 3,
                2007.)10.2
            
            Form
                Note and Warrant Purchase Agreement10.3
            
            Form
                12% Senior Promissory Note10.4
            
            Form
                Warrant10.5
            
            Form
                Registration Rights Agreement10.6
            
            Lock
                Up Agreement10.7
            
            Pledge
                and Security Agreement10.8
            
            Collateral
                Agent Agreement31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200232.1
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (Chief Executive
                Officer)32.2
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (Chief Financial
                Officer)








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**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.




**GLOBAL
              REALTY DEVELOPMENT
              CORP.****(Registrant)**Date:  November
                19,
                2007
            By:
            /s/ Robert
              KohnRobert
              Kohn,Chief
              Executive Officer













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