UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB





[X]
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended December 31, 2007





[ 
      ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from____


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





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





Securities
registered under Section 12(g) of the Exchange Act: Common Stock, par value
$0.001 per share





Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.) Yes [X] No
[   ]





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[   ]





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






1





The
Issuer's revenues for the year ending December 31, 2007 were $391.





As of
May15th, 2008 the number of shares outstanding of the
Issuer's common stock was 118,239,002.
 
 As of
May15th, 2008 the aggregate number of shares held by
non-affiliates was approximately 59,409,124.
 
 As
of May15th, 2008 the aggregate market value of the Issuer's
common stock held by non-affiliates was $16,634,555, based on the
average bid and asked price listed on the OTC Bulletin Board of $.28 per share
as of May15th, 2008




Documents
incorporated by reference: None




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







2






FORM
10-KSB




FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2007





INDEX





PART
I












PageItem
      1.
              Description
      of Business
              5Item
      2.
              Description
      of Property
              9Item
      3.
              Legal
      Proceedings
              9Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              10PART
      IIItem
      5.
              Market
      for the Registrant's Common Equity, Related
      Stockholder Matters and Small Business Issuer Purchases of
      Equity Securities
              10Item
      6.
              Management's
      Discussion and Analysis or Plan of Operation
              12Item
      7.
              Financial
      Statements
              21Item
      8.
              Changes
      in and Disagreements with Accountants on Accounting
      and Financial Disclosure
              21Item
      8A(T).
              Controls
      and Procedures
              21Item
      8B
              Other
      Information
              23PART
      IIIItem
      9.
              Directors,
      Executive Officers, Promoters and Control Persons; Compliancewith
      Section 16(A) of the Exchange Act.
              23Item
      10.
              Executive
      Compensation
              26Item
      11.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              28Item
      12.
              Certain
      Relationships and Related Transactions
              32Item
      13.
              Exhibits
              34Item
      14
              Principal
      Accountant Fees and Services
              36SIGNATURES
              53







3








STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS





In this
annual report, references to “Global Realty Development Corporation,” “GRD,”
“Global”, “the Company,” “we,” “us,” and “our” refer to Global Realty
Development Corporation.





Except
for the historical information contained herein, some of the statements in this
Report contain forward-looking statements that involve risks and uncertainties.
These statements are found in the sections entitled "Business," "Management's
Discussion and Analysis or Plan of Operation," and "Risk Factors." They include
statements concerning: our business strategy; expectations of market and
customer response; liquidity and capital expenditures; future sources of
revenues; expansion of our proposed product line; and trends in industry
activity generally. In some cases, you can identify forward-looking statements
by words such as "may," "will," "should," "expect," "plan," "could,"
"anticipate," "intend," "believe," "estimate," "predict," "potential," "goal,"
or "continue" or similar terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including, but
not limited to, the risks outlined under "Risk Factors," that may cause our or
our industry's actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking
statements. For example, assumptions that could cause actual results to vary
materially from future results include, but are not limited to: our ability to
successfully develop and market our products to customers; our ability to
generate customer demand for our products in our target markets; the development
of our target markets and market opportunities; our ability to manufacture
suitable products at competitive cost; market pricing for our products and for
competing products; the extent of increasing competition; technological
developments in our target markets and the development of alternate, competing
technologies in them; and sales of shares by existing shareholders. Although we
believe that the expectations reflected in the forward looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Unless we are required to do so under US federal securities
laws or other applicable laws, we do not intend to update or revise any
forward-looking statements.






4








PART
I






ITEM
1. DESCRIPTION OF BUSINESS







Organizational
History




The Company
was incorporated in the State of Delaware in March 2000 under the name Indigo
Energy, Inc.  Pursuant to a Share Exchange Agreement entered into as
of September 4, 2004, the Company acquired three wholly-owned Australian
subsidiaries: (i) Australian Agricultural and Property Management Limited, (ii)
No. 2 Holdings Pty. Ltd., and (iii) Victorian Land Development Pty.
Ltd.   At the time of the acquisition, the Company changed its
name to Australian Agriculture and Property Development Corporation and on April
1, 2005 changed its name to Global Realty Development
Corporation.  During 2005, the Company formed a fourth Australian
subsidiary,Ausland Properties Pty Ltd.,
and operated through four wholly-owned
Australian subsidiaries until December 28, 2007 when the Company sold all of its
Australian real estate subsidiaries.





On August 30,
2006 the Company acquired 100% of MJD Films, Inc. (``MJD''), a film production
company.  MJD discontinued operations as of December 31, 2007 and the
Company is currently attempting to sell its entire interest in MJD.





On October
10, 2006 the Company acquired a 51% interest in the TFM Group, ("TFM"), a television, film
and music production company.  TFM discontinued operations as of
December 31, 2007 and the Company is currently attempting to sell its entire
interest in TFM.





On April 15,
2007 the Company acquired the Beach Boys memorabilia (the “Beach Boys
Memorabilia”) pursuant to a Beach Boys Memorabilia Purchase Agreement (“Beach
Boys Purchase Agreement”) between the Company and Focus Solution International,
SA. On December 28, 2007 the Company agreed to unwind this transaction by
executing a Rescission Agreement Pertaining to Beach Boys Memorabilia Purchase
Agreement (the “Beach Boys
Rescission Agreement”).  The Rescission Agreement was
terminated on March 4, 2008.





On July 19,
2007 the Company entered into an acquisition agreement (the “SMS Acquisition
Agreement”) to acquire SMS Text Media Inc., a Nevada Corporation, (“SMS”) a text messaging and
technology company.  On April 4, 2008, the Company consummated the
closing of, and become obligated under, a transaction to rescind the Company’s
acquisition agreement with SMS and Aric Gastwirth, Rick Catinella and Roy A.
Sciacca, the selling stockholders of SMS (the “SMS Rescission
Agreement”).





In December,
2007 the Company determined it was in the best interest of its shareholders to
focus on the Pachinko parlor business.  As a result, the Company
discontinued operations of its entertainment subsidiaries – MJD, TFM, and
SMS.  The Company plans to sell all of its interest in MJD and TFM in
2008, unwind the Beach Boys Memorabilia acquisition, and complete all of it’s
and the related parties obligations under the SMS Rescission Agreement
(collectively, the “Entertainment Unwind
Transactions”).





Overview
of Business





In
December, 2007 the Company determined it was in the best interest of its
shareholders to focus its business on the roll-up strategy of the acquisition of
Pachinko parlors.  To that end, the Company sold off its real estate
subsidiaries on December 31, 2007 and discontinued operations of its
entertainment subsidiaries effective December 31, 2007.  The Company
plans to complete the sale of its remaining entertainment assets and unwind the
Beach Boys Memorabilia acquisition in 2008.






5







Real
Estate Assets





The Company’s
primary business had been land development for commercial and residential use
with properties located in Australia.   With the combination of
the sub-prime crisis in the United States and our carrying costs on our
mortgages having rose over 20% in Australia, the Company recognized that this
would affect the value of its properties, slow down new construction, and put
tremendous pressure on the carrying costs of the Company’s properties.
Therefore, the Company determined it was in the best interest of its
shareholders to sell off the real estate subsidiaries immediately to maximize
the value of its assets and concentrate on the Pachinko
business.   The Company has agreed to sell to Bayview Concepts
Pty. Ltd. (“Bayview”) all shares owned
by the Company in its Australian real estate subsidiaries pursuant to five
separate Sale of Shares agreements dated December 31, 2007.








Entertainment
Assets





On Aug. 30,
2006 the Company acquired MJD Films, Inc., a movie production company that
intended to produce low budget films under $10,000,000.  MJD has
completed a documentary entitled “The Seed of Faith” about the life story of
Pope John Paul II. In addition, MJD was in pre-production of the Horror/Thriller
film “The Devil Exists” based on the Charles Manson family.  MJD’s
failure to fully finance the “Devil Exists” delayed the production of the
film.





In December
2007 Global determined it was in the best interest of its shareholders to seek a
buyer for MJD and discontinued operations as of December 31, 2007 to focus on
the Pachinko parlor roll-up strategy.  There can be no assurance the
Company will be successful in selling MJD Films.





On October
10, 2006 the Company acquired 51% of the TFM Group LLC.  TFM was
formed to develop a reality show called, "Battle of the Americas" starring Los
Ultimos Heroes which has been in pre-production for the past two years. The show
shall be a music based reality show, featuring members of the former group
Menudo, which is expected to span the Americas and deliver multiple revenue
streams including the standard advertising, product placement and sponsorship
participation, as well as a new CD release and the intended launch of a World
Tour and worldwide merchandising campaign.  The TFM Group is initially
focused on the Latino market of 640 million people. The television show has been
delayed because of lack of financing





In December
2007 Global determined it was in its best interest to sell its 51% interest in
TFM and focus on the Pachinko parlor roll-up strategy.  There can be
no assurance the Company will be successful in selling its 51% interest in
TFM.





On February 15,
2007, the Company entered into a Best Efforts Agreement with Halpern Capital
Inc. (“Halpern
Capital”) to raise up to $10 Million for the Company to fund the
entertainment division operations and the acquisition of SMS (the “Halpern Capital
Bridge
Loan”).  The minimal amount needed to acquire SMS Text
Media Inc. (“SMS”) and fund operations for the rest of the entertainment
subsidiaries was $6 Million. On April 15, 2007 the Company acquired the Beach
Boys Memorabilia (the “Beach Boys Memorabilia”) in exchange for 11,000,000
shares of restricted stock of the Company.  The Beach Boys Memorabilia
assets are the direct collateral for the Halpern Capital Bridge
Loan.




In July 2007,
Halpern Capital raised $2,325,000 from 6 individual investors (the “Halpern
Bridge Notes Holders”) in Bridge Notes (the “HalpernBridge
Notes”) out of the minimum of $6,000,000 needed to fund the
SMS acquisition and the entertainment subsidiary operations.






6





On July
24, 2007 the Company entered into an agreement to acquire SMS Text Media Inc.
for 10,000,000 shares and payments of $3,000,000 to selling stockholders of SMS
and a line of credit for $1,500,000 pursuant to the Halpern Capital best efforts
raise.  Consequently, the Company paid 10,000,000 shares of its common
stock and $1,211,717 to the stockholders of SMS and has acquired a 77% interest
in SMS.  On April 4, 2008, the Company consummated the closing of, and
become obligated under, a transaction to rescind the Company’s acquisition
agreement with SMS and Aric Gastwirth, Rick Catinella and Roy A. Sciacca, the
selling stockholders of SMS.  Under the terms of the SMS Rescission
Agreement, the Company, SMS and the selling stockholders agreed to rescind and
unwind the SMS Acquisition Agreement in its entirety and to fully restore each
to the positions they were respectively in prior to entering into the SMS
Acquisition Agreement.


By December
2007, because only $2,325,000 was raised, Global determined it was in the best
interest of shareholders to discontinue its SMS and other entertainment
operations. On December 28, 2007 the Company negotiated a series of
agreements to sell or rescind all of the Company’s entertainment subsidiaries
and assets, namely, MJD, TFM, SMS, and the Beach Boys
Memorabilia.  The Halpern Bridge Notes Holders were to be repaid from
the proceeds of the sale and rescission of the entertainment entities and assets
and, accordingly agreed to release the Beach Boys collateral upon
repayment.  The Company has not completed an agreement to sell MJD and
TFM, and has entered into the SMS Rescission Agreement.  The Company
entered into the Beach Boys Rescission Agreement in December 2007 but the
agreement was terminated March 4, 2008 as further discussed below.





On December
28, 2007 the Company entered into the Beach Boys Memorabilia Rescission
Agreement to unwind the Beach Boys Memorabilia transaction upon the return of
11,000,000 shares and the completion of the repayment of the Halpern Bridge Note
Holders who held the Beach Boys Memorabilia as collateral for the Halpern
Capital Bridge Loan.  The Company terminated the Rescission Agreement
on March 4, 2008 when it had not received any of the shares to be returned and
the repayment of the Halpern Capital Bridge Loan had not
occurred.  The Company is still negotiating to unwind the transaction
in exchange for the return of the 11,000,000 shares of the Company’s stock and
the repayment of the Halpern Capital Note Holders from the culmination of the
other entertainment company transactions.  There can be no assurance
the Company will be successful in completing the unwind.





In connection
with the SMS rescission transaction, each party agreed to re-deliver to the
other all consideration respectively received by it in connection with the SMS
Acquisition Agreement as follows: (i) the selling stockholders agreed to return
all 10,000,000 shares of the Company’s common stock and the aggregate sum of
$1,253,500.71 (less $41,783.37 already received by the Company) and (ii) the
Company agreed to return all shares of SMS common stock acquired from the
selling stockholders.





In connection
with the SMS Rescission Agreement, SMS and Mr. Sciacca agreed to issue the SMS
Note (the “SMS
Note”) to the Company in the principal amount of $1,211,717.34 (the
$1,253,500.71 sum less $41,783.37 already received by the Company). The SMS Note
bears 12% interest and matures on June 30, 2008, unless earlier repaid in
full.  The parties further agreed to secure the return of the
remaining 3,033,334 shares of the Company’s common stock, which are held by Mr.
Sciacca or his designees.  Mr. Sciacca will issue the Sciacca Note
(the “Sciacca Note”)
to secure the return of the 3,033,334 shares.  Under the terms of the
Sciacca Note, Mr. Sciacca will have the option to return the 3,033,334 shares or
pay $455,000 in cash as principal by June 18, 2008. For purposes of determining
the principal amount, the 3,033,334 shares issued to Mr. Sciacca will be valued
at $0.15 per share. If Mr. Sciacca has not returned all 3,033,334 shares by June
18, 2008, then Mr. Sciacca shall continue to be obligated to pay the principal
amount of the Sciacca Note, including any unpaid and accrued interest after June
18, 2008. The Sciacca Note bears no interest and matures on June 18, 2008,
unless earlier repaid in full or all 3,033,334 shares have been returned by such
date.








7








As of May 3,
2008, the selling stockholders returned 7,000,000 share of common stock under
the SMS Rescission Agreement.  Robert Kohn, our Chief Financial
Officer, also returned his 300,000 shares commission received as part of the
original transaction.  There can be no assurance the Company will be
able to collect on the SMS Note or the Sciacca Note.





In 2008, the
Company intends to complete the sale of MJD and TFM, unwind the Beach Boys
memorabilia Acquisition and to complete all of it’s and the related parties
obligations under the SMS Rescission Agreement.





In May 2008,
the Company has discovered various potentialmisrepresentations concerning the Beach Boys Memorabilia.  At
this time, the Company is still seeking accurate answers. Accordingly, the
Company has valued the Beach Boys Memorabilia at $1 as further discussed under
Note F to the Financial Statements.








Pachinko
Industry





The Company
has been investigating acquisition opportunities of Pachinko parlors located in
Japan for the last two years.  The overall fundamentals of the
Pachinko Industry are similar to the traditional U.S. Gaming industry. Pachinko
is a type of casino slot machine pinball game that has become the biggest market
in the entertainment industry in Japan. There are two types of Pachinko
machines; a conventional Pachinko machine, and a Pachislot machine, originating
from the slot machine.  According to the Japanese Ministry of Economy
over 24 million adults are regular patrons of pachinko establishments. A survey
conducted by the Institute for Free Time Design showed that the annual sales of
the Pachinko industry equal about $250 Billion.  Approximately 318,000
people are employed in the pachinko industry.





Whereas U.S.
casinos may only operate in certain areas in the United States, such as Las
Vegas, Pachinko parlors operate throughout Japan. The accessibility of the
parlors allows more people to play, more often, and has resulted in
approximately 16,000 Pachinko parlors in Japan.





The trend
over the past three years has been to reduce the number of parlors and close
those in proximity of residential neighborhoods while expanding the Pachinko
parlors in commercial areas.  Although the government is seeking an
approximate 25% reduction in the number of parlors, the acquisition and
expansion of present commercial area parlors is our
focus.   There can be no assurance that the Company will
accomplish, in whole or in part, all or any of the above strategic
goals.








The
Company’s Focus





During 2008,
the Company will focus its efforts on the acquisition of Pachinko parlors, a
$250 billion industry and one of the largest industries in Japan and the review
of gaming opportunities in other parts of the world.   However,
the Company may also consider other strategic and joint venture opportunities;
and there can be no assurance that the Company will accomplish, in whole or in
part, all or any of the above strategic goals.





8





In 2008, the
Company intends to complete the sale of MJD and TFM, unwind the Beach Boys
memorabilia Acquisition and to complete all of it’s and the related parties
obligations under the SMS Rescission Agreement.





The Company
is in discussions for potential financing strategies.  These
discussions include equity and debt for the acquisition of Pachinko parlors. To
date there have been no definitive agreements executed and there can be no
assurance that any such agreements will be executed.





Competition





The Company
will face stiff competition with over 16,000 Pachinko parlors established in
Japan.  Many of those parlors have histories of over 50
years.  The competitors will have significantly greater name
recognition and financial and marketing resources than the
Company.  New expansion and development activity is occurring in each
of the relevant markets, which may be expected to intensify competitive
pressures.  In addition, many of the public traded U.S. gaming
companies are moving into fast growing Macau. This may intensify competition in
Japan.





Employees





As of
December 31, 2007, the Company had a total of 2 full time employees. None of its
employees are represented by a labor union. The Company has not experienced any
work stoppages and considers its relations with its employees to be
good.  The Companies subsidiaries employed six executives and
work with subcontractors to fulfill project needs.





Consultants





Due to the
nature of its business, the Company actively utilizes consultants on a
project-by-project basis providing the company with flexibility and savings by
not having a large core fixed employment contracts. This is common in a
project-based organization.  The company has a global presence with
directors and consultants located in the United States and Japan.








ITEM
2. DESCRIPTION OF PROPERTY





The Company’s
corporate office is located at 11555 Heron Bay Boulevard, Suite 200, Coral
Springs, Florida 33076. The facility is approximately 120 square feet with
the use of media rooms, teleconferencing facilities and meeting
rooms.  The rent is approximately $1100 per month. The lease is
currently on a month to month basis. The Company believes that its space is
adequate for its current needs and is generally well maintained, in good
condition and adequate for their present and proposed uses.








ITEM
3. 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 described 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.






9




In February
2008, the company received a default letter from one of the Halpern Bridge Note
Holders regarding the Halpern Bridge Notes stating that the Company is in
default on the terms of this Halpern Bridge Note for $1,000,000.  The
Company is negotiating to amend the original note to cure the
default.  There can be no assurance that these events will
occur.








ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.





No matter
was submitted to a vote of security holders, through the solicitation of proxies
or otherwise, during the fourth quarter of the fiscal year covered by this
report.




PART
II





ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.





(a)       Market
Information




The Company’s
common stock, $0.001 par value, is traded on the OTC Bulletin Board under the
symbol “GRLY”.




The table
below sets fort the high and low bid information per share of the Company’s
common stock for each full quarterly period in the last two fiscal years as
reported on the Over the Counter Bulleting Board.  The quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.







High
            
            
            Low2007First
      Quarter
            
            
            .83
            
            
            
            .41Second
      Quarter
            
            
            .84
            
            
            
            .25Third
      Quarter
            
            
            .54
            
            
            
            .17Fourth
      Quarter
            
            
            .49
            
            
            
            .122006First
      Quarter
            
            
            1.40
            
            
            
            .85Second
      Quarter
            
            
            1.40
            
            
            
            .35Third
      Quarter
            
            
            1.32
            
            
            
            .43Fourth
      Quarter
            
            
            .92
            
            
            
            .44











(b)       Holders
of Record




As of March
20, 2008, there were 461 holders of record of 107,982,323shares of the
Company’s common stock.  This does not reflect those shares held
beneficially or those shares held in "street" name.






10




(c)       Dividends




We have never
declared nor paid any cash dividends on our common stock and we do not
anticipate that we will pay any cash dividends on our common stock in the
foreseeable future. Any future determination to declaration and payment of cash
dividends will be at the discretion of our Board of Directors and will be
dependent upon our financial condition, results of operations, capital
requirement and other factors as out Board of Directors may deem relevant at
that time.




(d)       Securities
Authorized For Issuance Under Equity Compensation Plans





Information
relating to compensation plans under which our equity securities are authorized
for issuance is set forth in Item 11 of this report under “Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters”.








(e)       Recent
Sales of Unregistered Securities





We have
sold or issued the following securities not registered under the Securities Act
of 1933, as amended (the “Securities Act”) by reason of the exemption afforded
under Section 4(2) of the Securities Act within the past three years. Except as
stated below, no underwriting discounts or commissions were payable with respect
to any of the following transactions. The offers and sales of the following
securities were exempt from the registration requirements of the Securities Act
under Rule 506 insofar as (1) except as stated below, each of the investors was
accredited within the meaning of Rule 501(a); (2) the transfer of the securities
were restricted by the Company in accordance with Rule 502(d); (3) there were no
more than 35 non-accredited investors in any 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).





On August
29, 2006 the Company acquired MJD Films.  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 $.60 per share,  exercisable  up to three
years.




On
October 10, 2006 the Company acquired a 51% profit sharing interest in the TFM
Group, LLC.  The Company issued to the other TFM members an aggregate
of 6,000,000 shares of common stock and 3,000,000 warrants to purchase common
stock at $1.00 per share, exercisable up to three years.





On April
15, 2007 the Company acquired the Beach Boys Memorabilia in exchange for
11,000,000 shares of common stock.




On July
25, 2007 through October 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) the Notes, (ii) the
Initial Warrants, and (iii) subject to removal of certain contingencies, the
Additional Warrants.  In connection with the transaction and as part
of the placement fee for the transaction, the Company issued to Halpern the
Initial Broker Warrant and, subject to removal of the contingencies and delivery
of the Additional Warrant to the Purchasers, the Additional Broker
Warrant.


On July
30, 2007, pursuant to the SMS Acquisition Agreement, the Company issued an
aggregate of 10,000,000 shares of Company common stock to three stockholders of
SMS Text Media, Inc.





11





ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION








1.  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.





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.








12





2.  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
has determined to discontinue 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.





3.  Selected
Financial Data


The
following selected financial data was derived from the Company’s audited
consolidated financial statements as filed in this report. The information set forth below
should be read in conjunction with the Company’s financial statements and related
notes included elsewhere
in this report.








13





CONSOLIDATED
STATEMENTS OF OPERATIONS


Years
Ended December 31, 2007 and 2006


(Expressed
in U.S. dollars)








Year
      EndedDecember
      312007
              
              
              2006REVENUESOther
              
              $
              391
              
              
              $
              205,026Total
      Revenue
              
              
              391
              
              
              
              205,026EXPENSESAdministrative
              
              
              3,583,499
              
              
              
              8,161,935Total
      Expenses
              
              
              3,583,499
              
              
              
              8,161,935OPERATING
      LOSS
              
              
              (3,583,108
              )
              
              
              (7,956,909
              )OTHER
      INCOME (EXPENSES)Change
      in Value of Derivative Liability
              
              
              (1,411,733
              )
              
              
              -Interest
              
              
              2,965,878
              
              
              
              -Fair
      Value Adjustment of Goodwill
              
              
              3,079,999
              
              
              
              -4,634,144
              
              
              
              -LOSS
      FROM CONTINUING OPERATIONS
              
              $
              (8,217,252
              )
              
              $
              (7,956,909
              )DISCONTINUED
      OPERATIONSIncome
      from discontinued operations of the Real EstateCompanies,
      including gain on the disposal of$85,948)
              
              
              1,212,969
              
              
              
              1,063,167Loss
      from discontinued operations of theEntertainment
      Companies
              
              
              (8,979,959
              )
              
              
              -Net
      income (loss) from  discontinued operations
              
              
              (7,766,990
              )
              
              
              1,063,167NET
      LOSS
              
              $
              (15,984,242
              )
              
              $
              (6,893,742
              )


Net
      (loss) income per common share(basic
      & diluted)From
      Continuing Operations
            
            $
            (0.08
            )
            
            $
            (0.09
            )From
      Discontinued Operations
            
            $
            (0.07
            )
            
            $
            0.01Weighted
      average common shares outstanding(basic
      & diluted)
            
            
            106,233,998
            
            
            
            91,023,774






14








4.
    Results of Operations











CONSOLIDATED
RESULTS





TWELVE
MONTHS ENDED DECEMBER 31, 2007 VS. TWELVE MONTHS ENDED DECEMBER 31, 2006
(RESTATED)





CURRENT
OPERATIONS





Revenues
from continuing operations of $391 for the twelve month period ended December
31, 2007 as compared to $205,026 for the twelve month period ended December 31,
2006 is a direct result of a reduction in interest income earned from the
payment of a Note from A1 Financial Planners, Pty. Ltd. in January
2007.





Administrative
expenses from continuing operations were $3,583,499 for the twelve month
period ended December 31, 2007 as compared with $8,161,935 for the respective
prior year period.  The majority of this decrease from 2006 to 2007 is
due primarily to non-cash expenses for stock based compensation expense of
$762,632
in 2007 as opposed to $6,104,021 in 2006 and amortization of prepaid consulting
expenses of $1,081,500
in 2007 as opposed to $1,639,500 in 2006.  In 2007, the Company paid
Marino Services, $481,000 and Accrued Equities $200,000, both companies owned by
Mr. Peter Voss, for business development expenses related to Pachinko parlors.
In 2007 the Company accrued salary for Mr. Kohn of $400,000 as compared with
$230,000 in 2006.


There
were certain transactions which occurred during the year 2007.  These
include the following:





Change
      in Value of Derivative Liability - Warrants
            
            
            (1,411,733
            )Interest
            
            
            2,965,878Fair
      Value Impairment Adjustment ofMemorabilia
      Collection
            
            
            3,079,999








The
change in value of the derivative liability is a result of the warrants issued
to Halpern Capital Note Holders from their original date during 2007 until
December 31, 2007.  This is based upon the difference of the stock
price at date of issuance of the warrants versus the value at December 31,
2007.  This resulted in a change in value of derivative liability of
$1,411,733.









The
Company acquired the “Beach Boy” Memorabilia Collection on July 25, 2007 and
recorded its value based upon the issuance of 11,000,000 shares of its common
stock at the then current market value of $0.28 per share. The total value
aggregated $3,080,000. The Company, subsequent to the acquisition, pledged the
collection as collateral for the $2,325,000 Senior Promissory Notes issued
during the third and fourth quarters of 2007.  It was the intent of
the Company to sell the collection and repay the note holders from the
proceeds.  To date, the company has been unsuccessful in the selling
of any portion of the Memorabilia Collection.  It recently learned
that there are two prior liens by attorneys, approximately $900,000, on the
Collection which precedes the Senior Promissory Note Holders’
liens.  A portion of the collection is located in London, purportedly
in the possession of the memorabilia dealer currently out of business and in
Administration in London (tantamount to bankruptcy in the U.S.).  The
Company, at December 31, 2007, could not demonstrate the complete existence of
the collection, could not demonstrate clear title to the collection, and could
not provide an appropriate valuation for the
collection.  Additionally, the value of the Company’s stock dropped to
$0.18 per share at December 31, 2007.  Based upon the impairment of
the Company’s stock value, the required payment of the first lien on the
collection of $900,000, and the storage, warehouse and insurance costs being
claimed by the memorabilia dealer in arrears of $160,000, the Company decided to
write the collection down to $1.


Net loss
of $8,217,252 from continuing operations for the twelve month period ended
December 31,  2007 as compared to a Net loss of $7,956,909 for the
twelve month period ended December 31, 2006 the changes were primarily due to
the related costs of the Halpern Capital Bridge Loan including the issuance of
warrants which accounted for almost $3,300,000; the fair value impairment
adjustment of the Beach Boy assets for $3,079,999, and administrative
costs.






15





The
Company had an increase in accounts payable and other liabilities of $1,065,342
for the period ended December 31, 2007 as compared with an increase of
$1,642,869for
the period ended December 31, 2006. This increase was primarily due to the
Halpern Capital Bridge Loan and related costs increase of $3,753,533
and a decrease of the subordinated convertible note of $2,400,000.





Stockholders'
equity decreased by $11,357,402 for the period ending December 31, 2006
compared to an increase of $10,182,804 for the period ended December 31,
2006 which is primarily due to the net loss for 2007; the purchase of treasury
stock; Halpern Capital Bridge Loan; the increase in capital from the issuance of
stock for the acquisition of SMS Text Media, Inc. and the sale of real estate
assets.





DISCONTINUED
OPERATIONS




Summarized
financial information for the discontinued operations is as
follows:




Discontinued
      Real Estate Operations
              
              2007
              
              
              2006Total
      Revenues
              
              $
              12,754,481
              
              
              $
              4,699,199Income
      from Discontinued Real Estate Operations
              
              $
              1,212,969
              
              
              $
              1,063,167




The
Company determined that because of the sub-prime crises and rising interest
rates in Australia it was in the Company’s best interest to sell the real estate
subsidiaries and focus on the pachinko business. The Company was able to sell
all assets for above book value.  The Company had income from
discontinued operations of $1,212,969 including a gain on disposal of $85,948 as
opposed to $1,063,167 in 2006 which was from the sale of
properties.


Discontinued
      Entertainment Operations
              
              2007
              
              
              2006Total
      Revenues
              
              $
              23,617
              
              
              $
              0Loss
      from Discontinued Entertainment Operations
              
              $
              8,979,959
              
              
              $
              0





The
Company made a determination to discontinue its entertainment operations in
December 2007 to focus the Company on the Pachinko business.  The
Company discontinued its operations because (1) it failed to raise enough money
from the Halpern Capital Bridge Loan to support the entertainment acquisitions;
operations and growth and (2) misrepresentations made by the sellers of the
entertainment companies and assets.   The loss from discontinued
operations includes an impairment loss of $8,117,350 and operating loss from
discontinued operations of $862,609.





The
Company has taken an impairment loss of $4,010,460 for the TFM Group 51%
participation.  The Company has valued SMS Text Media based upon the
value of the return of stock and cash in the rescission agreement entered into
in March 2008 and amended April 4, 2008.  The Company has valued MJD
Films at $0 as there is no certainty that the Company can close on a present
negotiation for the sale of MJD Films.






16







Acquisition
      Value
            
            
            Dec.
      31, 2007 Value
            
            
            Impairment LossTFM
      Group
            
            $
            4,800,000
            
            
            $
            789,540
            
            
            $
            4,010,460SMS
      Text Media
            
            $
            4,211,717
            
            
            $
            2,716,827
            
            
            $
            1,494,890MJD
      Films
            
            $
            2,612,000
            
            
            
            0
            
            
            $
            2,612,000Total
      Impairment Loss
            
            
            
            
            
            
            $
            8,117,350Discontinued
      Operations LossesMJD
            
            
            
            
            
            
            
            
            
            
            84,383TFM
            
            
            
            
            
            
            
            
            
            
            681,107SMS
            
            
            
            
            
            
            
            
            
            
            97,119$
            862,609Total
      Losses for discontinued operations
            
            
            $
            8,979,959

















5.   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 12 month period of 2007, because of the unsuccessful financing by Halpern
Capital, 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.









17






Global’s
cash and cash equivalents increased $2,009 during the twelve months ended
December 31, 2007. Cash flows provided by operating activities of $661,547; cash
flows provided by financing activities of $156,600 and the net effect of the
exchange rate of cash of $395,579 were greater than cash flows used by investing
activities of $1,211,717.





Operating
activities provided cash flows from discontinued operations of $7,035,928 and
cash used in continuing operations of $6,374,381 decreasing the Company’s
accounts payable and liabilities for the twelve months ended December 31, 2007.
 Investing activities of $1,211,717 was used to acquire SMS Text Media Inc.
Financing activities provided cash of $2,556,600 in connection the Halpern
Capital Bridge Loan and used cash flows to pay off the Sapphire Note of
$2,400,000.





Off-Balance
Sheet Arrangements





As of
December 31, 2007, we did not have any off-balance sheet arrangements, including
any outstanding derivative financial instruments, off-balance sheet guarantees,
interest rate swap transactions or foreign currency contracts except for the
Halpern Capital Warrants as discussed in our footnotes to financial statements,
footnote.  Our Company does not engage in trading activities involving
non-exchange traded contracts.





6.   Application
of Critical Accounting Policies










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 derivative 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 December 31, 2007, the balance of the Notes
included in Debentures Payable is $2,070,567 (representing the face value of the
Notes of $2,325,000 and the unamortized discount of $254,433).   The
fair value of the Derivative Liabilities – Warrants at December 31, 2007 is
$1,660,530.  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 six month
ended December 31, 2007, the amount of discount amortized to income was
$1,910,143.





18








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 an 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.





Recent 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.
 19
 
 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 adopted the provisions of FIN 48 in 2007 with minimal
impact.





20







ITEM
7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The
financial statements are listed in the Index to Financial Statements on page
F-1.








ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





During
fiscal year 2007 there were no changes in and disagreements with the Company’s
accountants on accounting and financial disclosure.





Item
8A (T). Controls and Procedures.





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 (December 31, 2007).  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 not effective 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 not effective 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.  A discussion of the material
weaknesses in our control and procedures is described below.





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.






21





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 December 31, 2007. 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 December 31, 2007, 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 December 31, 2007.  We were
unable to timely file with the SEC this annual report and we received an “E”
designation to our OTC Bulletin Board symbol.





Management also identified a material
weakness in our internal control over financial reporting for significant
expenditureswithout proper support
documentation.





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 December 31, 2007.





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.






22





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








This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.





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 fourth quarter of 2007 that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.












ITEM
8B. OTHER INFORMATION





For the
fourth quarter ended December 31, 2007, all items required to be disclosed under
Form 8-K were reported under Form 8-K.








PART
III





ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT.





(a)           Identify
Directors and Executive Officers







The
following table identifies our executive officers and directors, their age,
their respective offices and positions, and their respective dates of election
or appointment:




Name
            
            Age
            
            Position
      Held
            
            Officer/Director
      SincePeter
      D. Voss
            
            60
            
            Chief
      Executive Officer and Chairman
            
            February
      1, 2008Robert
      D. Kohn
            
            57
            
            Chief
      Financial Officer and Director
            
            Held
      position of Chief Executive Officer from June 2005 until his resignation
      on February 1, 2008Roger
      Davis
            
            67
            
            Chief
      Financial Officer and Director
            
            Held
      position of Chief Financial Officer and director from July 2005 until his
      resignation on February 1, 2008








23







The
directors named above will serve until the next annual meeting of our
stockholders or until their successors are duly elected and have qualified.
Officers will hold their positions at the pleasure of the board of directors,
absent any employment agreement. There is no arrangement or understanding
between any of our directors or officers and any other person pursuant to which
any director or officer was or is to be selected as a director or officer, and
there is no arrangement, plan or understanding as to whether non-management
stockholders will exercise their voting rights to continue to elect the current
board of directors. There are also no arrangements, agreements or understandings
between non-management stockholders that may directly or indirectly participate
in or influence the management of our affairs.







Biographical
Information




Peter
D. Voss, Chief Executive Officer and Director




Mr. Voss
has been our Chief Executive Officer and director since January 31,
2008.  Mr. Voss business experience during the past five years has
been primarily as an investor and entrepreneur in a wide range of business
interests throughout Asia, Europe, and North America including real estate,
entertainment, gaming, environmental technologies, and energy.  From
March 1, 2006 to January 31, 2008 Mr. Voss has served as a director of
international business development of the Company.  Mr. Voss does not
hold a directorship in any other reporting company.  Mr. Voss holds
tertiary Australian qualifications in accounting, law, and
marketing.  Mr. Voss is 60 years old.







Robert D. Kohn,ChiefFinancialOfficerand Director.






Mr. Kohn
was appointed as the Chief Executive Officer of the Company in June 2005 and
resigned to become the Interim Chief Financial Officer in February 1, 2008, when
Mr. Voss became Chairman and CEO.  Mr. Kohn was appointed as a member
of the Board of Directors in April 2005.  From April 2004 until
January 2005, Mr. Kohn worked as a financial specialist for Wachovia Bank
N.A.  From May 2001 until April 2004, Mr. Kohn was the Chief Financial
Officer of the Global Trade Group a company involved in international trade
activities.  From November 1999 until March 2001, Mr. Kohn was the
chief executive officer and chairman of a private company he co-founded known as
Assetrade, a company involved in major equipment
liquidation.  Assetrade was merged into Internet Capital Group’s
sister company Go Industry AG. in 2002. GoIndustry.com is the world leader in
the capital asset management business providing corporations and financial
institutions a comprehensive range of industrial asset services, including
disposal, valuation and related consulting with over 500 employees in 15
countries.  Go Industry went public on the AIM in 2006.  Mr.
Kohn is a Certified Public Accountant and received a B.A. in Accounting from
Temple University in 1972.  Mr. Kohn has served on the Boards of
Directors of 18 companies including a NYSE Company; National Market NASDAQ
Company, a 118 year old Savings and Loan and various other public and private
companies.







(b)           Identify
Significant Employees





The
Company does not have any significant employees not otherwise specified under
(a) above.








(c)           Family
Relationships





There are
no family relationships among the directors, executive officers or persons
nominated or chosen by the Company to become directors or executive
officers.









24








(d)           Involvement
in Certain Legal Proceedings







To the
best of our knowledge, except as described below, none of our directors or
executive officers has, during the past five years:






·
            been
      convicted in a criminal proceeding or been subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);




·
            had
      any bankruptcy petition filed by or against any business of which he was a
      general partner or executive officer, either at the time of the bankruptcy
      or within two years prior to that
time;




·
            been
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities, futures, commodities or
      banking activities; or




·
            been
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or
      vacated.




On or
about November 2004, the Australian Securities and Investment Commission
(“ASIC”) banned Peter Voss, our Chief Executive Officer and director, from
managing corporations for two years.  ASIC found that over the prior
seven years, Mr. Voss has been a director of Bio Engineering Pty Ltd, Stranti
Investments Pty Ltd, and Lakeview Estate Pty Ltd.  Each of
these companies went into liquidation and the liquidators reported they
were unable to pay their creditors more than 50 cents on the dollar
(AUS). Mr Voss personally and or his companies were the main creditors
of  Bio Engineering Pty Ltd, Stranti Investments and Lakeview Estate
Pty Ltd . All creditors were paid with the exception of the monies owed to Mr
Voss and or his companies. The ruling by ASIC at the time did not take this
factor into account.




(e)           Compliance
with Section 16(a) of the Securities Exchange Act of 1934




Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s officers,
directors and persons who own more then 10 percent of the Company’s Common
Stock, to file with the SEC the initial reports of ownership and reports of
changes in ownership of common stock. Officers, directors and greater than 10
percent stockholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.




(f)           Code
of Ethics





The
Company has adopted a Code of Ethics that applies to all officers, directors and
employees of the Company. A copy of the Company’s adopted code of ethics is
filed as exhibit 14.1 to this annual report on form 10-KSB.





(g)           Board
Committees





Our
Board of Directors does not have standing audit, compensation or nominating
committees.  The functions of the audit, compensation and nominating
committees are currently performed by the entire Board of Directors, none of the
members of which are independent.






25





Since
the Board of Directors currently consists of two members, it does not believe
that establishing a separate nominating committee is necessary for effective
governance.  When additional members of the Board of Directors are
appointed or elected, the Company will consider creating a nominating
committee.  The Board of Directors does not currently have a formal
director nomination process.  The Board of Directors will consider
director candidates nominated by security holders.  Security holders
should submit any recommendations to the Board of Directors by mailing such
recommendations to the Board of Directors at our offices.  The Board
of Directors has not yet received recommendations for director nominees for
director from security holders, has no minimum specific requirements as to a
nominee, and does not have any specific process for identifying nominees, but
the Board of Directors does not believe that it would evaluate a security holder
nominee any differently than it would evaluate a nominee not nominated by a
security holder.





The
Board of Directors has not adopted a specific process with respect to security
holder communications, but security holders wishing to communicate with the
Board of Directors may do so by mailing such communications to the Board of
Directors at our offices.





The
Board of Directors recommends that each of its members attends our annual
meeting.  The current members of the Board of Directors were not
members of the Board of Directors last year, and, to the knowledge of the Board
of Directors, the Board of Directors did not have an annual meeting last
year.







ITEM 10. EXECUTIVE
COMPENSATION




The
following summary compensation table sets forth certain information concerning
compensation paid to our Chief Executive Officer and our Chief Financial Officer
(the "Named Executive Officers") whose total annual salary and bonus for
services rendered in all capacities for the year ended December 31, 2007 was
$100,000 or more.






SUMMARY
COMPENSATION TABLE


Name
      and Principal Position
              Year
              Salary

                ($)
              Bonus

                  ($)
      (1)
              Stock

                  Awards

                    ($)
              Option

                  Awards
                  ($)
      (2)
              Non-Equity

                  Incentive
      Plan

                    Compensation

                      ($)
              Non-

                  Qualified
      Deferred
                  Compens

                    -ation
                    Earnings
                    ($)
              All
                Other
      Compensation
                ($)
              TotalRobert
      Kohn
              2007
              400,000
              200,000
              -
              486,865
              
              
              
              1,086,865
              (3)Chief
      Executive Officer
              2006
              230,000
              -
              -
              4,402,910
              
              
              
              4,632,910Roger
      C. Davis
              2007
              170,703
              -
              -
              121,716
              
              
              
              292,419
              (4)Chief
      Financial Officer
              2006
              140,288
              -
              -
              1,230,536
              
              
              
              1,370,824Peter
      D. Voss
              2007
              118,000
              -
              -
              -
              
              
              
              118,000
              (5)International
      Bus. Dev.
              2006
              118,000
              -
              -
              -
              
              
              
              118,000




(1)
              Bonus
      for the year 2006 was awarded in 2007 and accrued in 2007.(2)
              Option
      award amounts are calculated using the provisions of Statement of
      Financial Accounting Standards (“SFAS”) No. 123R, Share-Based Payment.
      Further details can be found in Item 6 under “Critical Accounting Policies
      – Stock Based
      Compensation.
 (3)
              Mr.
      Kohn’s salary was accrued for 2005, 2006 and 2007. Mr. Kohn was paid
      $55,000 in 2006, toward his 2005 salary and bonus.  Mr. Kohn was
      paid the remainder of his 2005 salary in 2007 and paid $159,333.45 of his
      2006 salary in 2007.  Mr. Kohn resigned as Chief Executive
      Officer and became the Interim Chief Financial Officer in February 1,
      2008.
 (4)
              Mr.
      Davis salary and payments for 2007 was $170,703 and $140,288 for
      2006.  Mr. Davis resigned as Chief Financial officer on February
      1, 2008.(5)
              Mr.
      Voss became the Chairman and Chief Executive Officer in February 1,
      2008.




26




OUTSTANDING EQUITY AWARDS AT
YEAR-END


Below is
information relating to unexercised options held by Robert D. Kohn, our Chief
Executive Officer and Roger C. Davis, our Chief Financial Officer, as of
December 31, 2007. No other named executive officer held any unexercised options
or unvested stock as of such date.  There were no stock awards
outstanding as of end of fiscal year 2007.






OPTION
      AWARDS
            STOCK
      AWARDSNumber
      of securities underlying unexercised options (#)
    Exercisable
            Number
      of securities underlying unexercised options (#)
              Unexercisable
            Equity
      Incentive Plan Awards: Number of Securities underlying unexercised
      unearned options (#)
            Option
      exercise price ($)
            Option
      expiration date
            Number
      of shares or units of stock that have not vested (#)
            Market
      value of shares or units of stock that have not vested ($)
            Equity
      incentive plan awards: number of unearned shares, units or other rights
      that have not vested (#)
            Equity
      incentive plan awards: Market or payout value of unearned shares, units or
      other rights that have not vested ($)Robert
      D. Kohn (1)
            --
            5,440,000
      (1)
            
            $1.05
            3/31/2011Roger
      C. Davis (2)
            
            1,500,000
      (2)
            
            $1.05
            3/31/2011





(1)
            
            The
      option will expire on March 31, 2011 and has vested as to (i) 3,440,000
      shares on March 31, 2006 and (ii) 2,000,000 shares on April 1,
      2007.(2)
            
            The
      option will expire on March 31, 2011 and has vested as to (i) 1,000,000
      shares March 31, 2006 and (ii) 500,000 shares on April 1,
      2007.





Employment
Agreements





There is
presently only one employment agreement between the Company and Mr Peter Voss.
Mr Voss is employed by Ausland Properties Pty Ltd on a one year commercial based
employment contract for a salary of $118,000 through December 31,
2007.  It is the intent of the Company to enter into a contract with
Mr. Voss as CEO in 2008.








27




Director
Compensation




The
following director compensation disclosure reflects all compensation awarded to,
earned by or paid to the directors below for the fiscal year ended
December 31, 2007.









DIRECTOR
      COMPENSATIONName
            
            Fees
      Earned or Paid in Cash
              ($)
            
            
            Stock
      Awards
              ($)
            
            Option
      Awards
              ($)
            
            Non-Equity
      Incentive Plan Compensation
              ($)
            
            
            Change
      in Pension Value and Nonqualified Deferred Compensation
      Earnings
              ($)
            
            
            All
      Other Compensation
              ($)
            
            
            Total
      ($)Robert
      D Kohn
            
            
            --
            
            
            
            --
            
            
            
            $
            --
            
            
            
            --
            
            
            $
            
            
            
            $Roger
      C. Davis
            
            
            --
            
            
            
            --
            
            
            
            $
            --
            
            
            
            --
            
            
            $
            
            
            
            $





ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS







Securities
Authorized for Issuance Under Equity Compensation Plans








Equity
      Compensation Plan InformationPlan
      category
            
            Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
              
              (a)
            
            
            Weighted-average
      exercise price of outstanding options, warrants and rights
              
              (b)
            
            
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a)
              
              (c)Equity
      compensation plans approved by security holders
            
            
            0Equity
      compensation plans not approved by security holders
            
            
            6,940,000
            
            
            $
            1.05
            
            
            
            6,660,000Total
            
            
            6,940,000
            
            
            $
            1.05
            
            
            
            6,660,000








28







Stock
Option Plan





On March 27, 2006 the Company adopted
the 2006 Incentive Stock Option Plan.





General





The 2006
Incentive Plan was adopted by the Board of Directors. The Board of Directors has
initially reserved 13,600,000 shares of Common Stock for issuance under the 2006
Incentive Plan. Under the Plan, options may be granted which are intended to
qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal
Revenue Code of 1986 (the "Code") or which are not ("Non-ISOs") intended to
qualify as Incentive Stock Options thereunder.





The 2006
Incentive Plan and the right of participants to make purchases thereunder are
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended (the "Code"). The 2006 Incentive
Plan is not a qualified deferred compensation plan under Section 401(a) of the
Internal Revenue Code and is not subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").





On March
27, 2006, the Board of Directors authorized the issuance of 5,440,000 options to
the Chief Executive Officer and 1,500,000 options to the Chief Financial Officer
of our company. The exercise price of the options is $1.05.





Purpose





The
primary purpose of the 2006 Incentive Plan is to attract and retain the best
available personnel for the Company in order to promote the success of the
Company's business and to facilitate the ownership of the Company's stock by
employees.





Administration





The 2006
Incentive Plan is administered by the Company's Board of Directors, as the Board
of Directors may be composed from time to time. All questions of interpretation
of the 2006 Incentive Plan are determined by the Board, and its decisions are
final and binding upon all participants. Any determination by a majority of the
members of the Board of Directors at any meeting, or by written consent in lieu
of a meeting, shall be deemed to have been made by the whole Board of
Directors.





Notwithstanding
the foregoing, the Board of Directors may at any time, or from time to time,
appoint a committee (the "Committee") of at least two members of the Board of
Directors, and delegate to the Committee the authority of the Board of Directors
to administer the Plan. Upon such appointment and delegation, the Committee
shall have all the powers, privileges and duties of the Board of Directors, and
shall be substituted for the Board of Directors, in the administration of the
Plan, subject to certain limitations.





Members
of the Board of Directors who are eligible employees are permitted to
participate in the 2006 Incentive Plan, provided that any such eligible member
may not vote on any matter affecting the administration of the 2006 Incentive
Plan or the grant of any option pursuant to it, or serve on a committee
appointed to administer the 2006 Incentive Plan. In the event that any member of
the Board of Directors is at any time not a "disinterested person", as defined
in Rule 16b-3(c) (3) (i) promulgated pursuant to the Securities Exchange Act of
1934, the Plan shall not be administered by the Board of Directors, and may only
by administered by a Committee, all the members of which are disinterested
persons, as so defined.






29








Eligibility





Under the
2006 Incentive Plan, options may be granted to key employees, officers,
directors or consultants of the Company, as provided in the 2006 Incentive
Plan.





Terms
of Options





The term
of each Option granted under the Plan shall be contained in a stock option
agreement between the Optionee and the Company and such terms shall be
determined by the Board of Directors consistent with the provisions of the Plan,
including the following:







(a)
PURCHASE PRICE. The purchase price of the Common Shares subject to each ISO
shall not be less than the fair market value (as set forth in the 2006 Incentive
Plan), or in the case of the grant of an ISO to a Principal Stockholder, not
less that 110% of fair market value of such Common Shares at the time such
Option is granted.





(b)
VESTING. Any Option granted to an employee of the Company shall become
exercisable over a period of no longer than five (5) years, and no less than
twenty percent (20%) of the shares covered thereby shall become exercisable
annually. No Option shall be exercisable, in whole or in part, prior to one (1)
year from the date it is granted unless the Board shall specifically determine
otherwise, as provided herein. In no event shall any Option be exercisable after
the expiration of ten (10) years from the date it is granted, and no Incentive
Stock Option granted to a Ten Percent Holder shall, by its terms, be exercisable
after the expiration of five (5) years from the date of the Option. Unless
otherwise specified by the Board or the Committee in the resolution authorizing
such Option, the date of grant of an Option shall be deemed to be the date upon
which the Board or the Committee authorizes the granting of such
Option.





(c)
EXPIRATION. The expiration of each Option shall be fixed by the Board of
Directors, in its discretion, at the time such Option is granted; however,
unless otherwise determined by the Board of Directors at the time such Option is
granted, an Option shall be exercisable for ten (10) years after the date on
which it was granted (the "Grant Date"). Each Option shall be subject to earlier
termination as expressly provided in the 2006 Incentive Plan or as determined by
the Board of Directors, in its discretion, at the time such Option is
granted.





(d)
TRANSFERABILITY. No Option shall be transferable, except by will or the laws of
descent and distribution, and any Option may be exercised during the lifetime of
the Optionee only by him. No Option granted under the Plan shall be subject to
execution, attachment or other process.





(e)
OPTION ADJUSTMENTS. The aggregate number and class of shares as to which Options
may be granted under the Plan, the number and class shares covered by each
outstanding Option and the exercise price per share thereof (but not the total
price), and all such Options, shall each be proportionately adjusted for any
increase decrease in the number of issued Common Shares resulting from split-up
spin-off or consolidation of shares or any like Capital adjustment or the
payment of any stock dividend.





Except as
otherwise provided in the 2006 Incentive Plan, any Option granted hereunder
shall terminate in the event of a merger, consolidation, acquisition of property
or stock, separation, reorganization or liquidation of the Company. However, the
Optionee shall have the right immediately prior to any such transaction to
exercise his Option in whole or in part notwithstanding any otherwise applicable
vesting requirements.





(f)
MODIFICATION AND AMENDMENT. The Board may, insofar as permitted by law, from
time to time, with respect to any shares at the time not subject to outstanding
Grants, suspend or terminate the Plan or revise or amend it in any respect
whatsoever, except that without the approval of the shareholders of the Company,
no such revision or amendment shall (i) increase the number of shares subject to
the Plan, (ii) decrease the price at which Grants may be granted, (iii)
materially increase the benefits to Participants, or (iv) change the class of
persons eligible to receive Grants under the Plan; provided, however, no such
action shall alter or impair the rights and obligations under any Option, or
Stock Award, or Restricted Stock Purchase Offer outstanding as of the date
thereof without the written consent of the Participant thereunder.






30







Security
Ownership of Certain Beneficial Owners (more than 5%)







The
following table sets forth certain information, as of March 20, 2008, with
respect to the holdings of (1) each person who is the beneficial owner of more
than five percent of our common stock, (2) each of our directors, (3) the each
named executive officer, and (4) all of our directors and executive officers as
a group.




Beneficial
ownership of the common stock is determined in accordance with the rules of the
Securities and Exchange Commission and includes any shares of common stock over
which a person exercises sole or shared voting or investment powers, or of which
a person has a right to acquire ownership at any time within 60 days of March
20, 2008. Except as otherwise indicated, and subject to applicable community
property laws, the persons named in this table have sole voting and investment
power with respect to all shares of common stock held by them. Applicable
percentage ownership in the following table is based on 118,239,002 shares of
common stock outstanding as of March 20, 2008 plus, for each individual, any
securities that individual has the right to acquire within 60 days of March 20,
2008.











Title of
      Class
            Name and Address
      (1)
            
            Shares Beneficially
              Owned
(2)
            
            
            Percentage of
      Class
              (2)Beneficial Owners
      of
              More than
      5%:
            
            
            29,555,554
            
            
            
            24.99
            %Common
      Stock
            Roger
      Davis (3)
            
            
            1,900,940
            
            
            
            1.6
            %Common
      Stock
            Kathryn
      Voss (4)
            
            
            20,708,186
            
            
            
            17.5
            %Common
      Stock
            Nick
      Corcoris (5)
            
            
            8,444,444
            
            
            
            7.1
            %Common
      Stock
            Michael
      J. Corcoris (6)
            
            
            21,111,110
            
            
            
            17.9
            %Common
      Stock
            Jennifer
      Corcoris (7)
            
            
            8,444,444
            
            
            
            7.1
            %Current Directors
      and
              Named
      Executive
              Officers:Common
      Stock
            Peter
      Voss, Chief Executive Officer, Director (8)
            
            
            20,708,186
            
            
            
            17.5
            %Common
      Stock
            Robert
      Kohn, Chief Financial Officer, Director (9)
            
            
            5,740,000
            
            
            
            4.9
            %All Directors and Executive Officers as a
      group (2
      persons)
            
            
            81,891,310
            
            
            
            73.63
            %


*                 Less
than %.





(1)        Unless
otherwise indicated, the address of the beneficial owner will c/o Global Realty
Development Corp., 11555 Heron Bay Boulevard, Suite 200, Coral Springs, Florida,
33076




(2)        
Percentage based upon 118,239,002 shares of our common stock outstanding as of
March 20, 2008




(3)         Includes option
to purchase 1,500,000 shares of our common stock granted on March 25, 2006
pursuant to a stock option agreement. Mr. Roger has the right to acquire all
1,500,000 shares.  The options will expire on March 31, 2011. All
options are vested but unexercised.




(4)        
Of the shares beneficially owned by Mrs. Voss, 12,849,987 shares are
beneficially owned by Peter Voss, her husband, 4,222,222 shares are owned
by Chesley Finance Pty Ltd, a company owned and controlled by Mrs. Voss and
4,222,222 shares are owned by JEM Consulting Ltd, a company owned and controlled
by Mrs. Voss.





(5)         Of
the shares beneficially owned by Nick Corcoris, 4,222,222 shares are owned by
Twilight Developments Pty Ltd, a company owned and controlled by Mr.
Corcoris and 4,222,222 shares are owned by Urban Land Corridor Pty Ltd, a
company owned and controlled by Mr. Corcoris. Mr. Corcoris disclaims any shares
held by Michael J. Corcoris or Jennifer Corcoris





(6)        
Of the shares beneficially owned by Michael J. Corcoris, 4,222,222 shares are
owned by Michael J Corcoris Pty Ltd,  4,222,222 shares are owned by
East Dev Pty Ltd, a company owned and controlled by Mr. Corcoris, 4,222,222
shares is owned by Hierapolis Pty Ltd, a company owned and controlled by Mr.
Corcoris, 4,222,222 shares are owned by Preland Pty Ltd, a company owned and
controlled by Mr. Corcoris and 4,222,222 shares are owned by Size 8 Pty Ltd, a
company owned and controlled by Mr. Corcoris. Mr. Corcoris disclaims any shares
held by Nick Corcoris or Jennifer Corcoris.





(7)         Of
the shares beneficially owned by Jennifer Corcoris, 4,222,222 shares are owned
by Everjest, a company owned and controlled by Ms. Corcoris and 4,222,222 shares
are owned by Perseus Pty Ltd, a company owned and controlled by Ms. Corcoris.
Ms. Corcoris disclaims any shares held by Nick Corcoris or Michael J.
Corcoris.





(8)         Of
the shares beneficially owned by Mr. Voss, 11,924,444 shares are beneficially
owned by Kathryn Voss, his wife, 1,270,977 shares are owned by A1 Financial
Planners Pty Ltd, a company owned and controlled by Mr. Voss, 2,272,408 shares
are owned by Dominion Capital Japan Pty Ltd, a company owned and controlled by
Mr. Voss, 4,222,222 shares are owned by Marino Investment Services Pty Ltd, a
company owned and controlled by Mr. Voss, and 1,018,135 shares are owned by
Accrued Equities, Pty. Ltd., a company owned and controlled by Mr. Voss.




(9)         Includes
the option to purchase 5,440,000 shares of our common stock granted on March 25,
2006 pursuant to a stock option agreement. Mr. Kohn has the right to acquire all
5,440,000 shares at an option price of $1.05 per share.  The option
will expire on March 31, 2011.  300,000 shares will be returned in
2008 as part of the SMS Text Media rescission agreement. All options are vested
but unexercised.




31




ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS







Transactions
with Related Persons





The
following describes all transactions since the beginning of the Company’s last
fiscal year, and all proposed transactions, in which the Company was or is to be
a participant and the amount involved exceeds the lesser of $120,000 or one
percent of the average of the Company’s total assets at year-end for the last
three completed fiscal years, and in which any related person had or will have a
direct or indirect material interest.











A1
FINANCIAL PLANNERS PTY LTD.





In
connection with an agreement of settlement entered into in October 2005 and
amended December 26, 2006 between the Company and Atlantic Wine Agencies, Inc.,
Dominion Wines, Ltd., and Dominion Estates Pty. Ltd., the Company issued a
convertible promissory note in the original amount of $2,400,000, later adjusted
to $2,611,369 at December 31, 2006 for accrued interest and settlement
fees.  This obligation was offset by a receivable from Mr. Peter Voss,
a major shareholder and currently the Chief Executive Officer of the
Company.  The company, on January 5, 2007, paid the
obligation.  In 2007, Mr. Peter Voss returned to the Company 5,120,332
shares of Company stock which he was holding, of which 2,866,245 shares were
valued at $1,149,584 and have been treated as treasury
stock.  Additionally in 2005, it was uncertain whether Mr. Voss would
return the shares and, accordingly, a reserve in the amount of $1,367,543 was
established which was net of advances he made to the Company.  In
2006, the reserve was reversed.





UNSECURED
LOANS FROM RELATED PARTIES





At
      various times during 2006, Roger Davis, the Chief Financial Officer of the
      Company made loans to the Company or paid bills on behalf of the Company
      aggregating $227,158. In 2007, the Chief Financial Officer paid bills on
      behalf of the Company aggregating $381,007.  The Company has
      repaid the above advances during the fiscal year 2007 in the amount of
      $595,974 and as of December 31, 2007, no amount is due and
      outstanding.  These loans were unsecured, non-interest bearing
      and have no specific repayment
dates.





During
2006, Robert Kohn, the Company’s then chief executive officer made advances to
the Company aggregating $200,000. These loans are unsecured, bear 12% interest
rate, and had no specific repayment dates.  These loans were paid in
full as of February 2008.





At
various times during 2005 through 2007, a principal shareholder of the Company,
Mr. Peter Voss and as of February 1, 2008, its Chief Executive Officer, made
loans to the Australian subsidiary of the Company, AAPM, aggregating
$464,218.  These loans are unsecured, non-interest bearing and have no
specific repayment dates.  These loans were offset against receivables
due from him.  During 2006, he and his wife advanced the Company
$310,190 and were repaid $484,330.  At December 31, 2006, he and his
wife were owed $270,150.  Additionally, Mr. Voss has an annual salary
with the Company, aggregating $118,000 which was paid to him.





On May
14, 2008, Accrued Equities Pty.
Ltd., a company controlled byPeter Voss, our Chief Executive Officer,
Director, and principal shareholder of the Company, agreed to make a loan of
$85,000 to the Company to be used for professional fees related to completion of
this annual report on form 10-KSB.





We
believe that the terms of all of the above transactions are commercially
reasonable and no less favorable to us than we could have obtained from an
unaffiliated third party on an arm’s length basis.





32





OTHER
RELATED PARTY TRANSACTIONS





During
the year ended December 31, 2007, payments in the amount of $481,000 and
$200,000 were made to Marino Investments Services, Pty, Ltd and Accrued Equities
Pty, Ltd., respectively, to pay for additional expenses incurred with the
on-going business development of Pachinko Parlors.  Both companies are
controlled by Peter Voss, a major shareholder and Chief Executive Officer of the
Company.  The company did not receive sufficient adequate supporting
documentation to substantiate these expenditures and the company is not
demanding repayment of these advances as the supporting documentation will be
supplied in 2008.


In
connection with the acquisition of SMS Text Media, Inc., a commission agreement
was entered into between Robert Kohn, the Chief Executive Officer and Roy
Sciacca, the former owner of SMS Text Media, Inc.  The agreement
specifies that Roy Sciacca will pay Mr. Kohn a 10% commission based upon his
proceeds from the sale of SMS Text Media, Inc. to Global up to $100,000 plus
300,000 shares of Global’s stock received.  Mr. Kohn only received the
300,000 shares of Global stock which Mr. Kohn returned in 2008 pursuant to the
SMS rescission agreement. .





Peter
Voss was employed by Ausland Properties Pty Ltd, a
subsidiary of the Company during the fiscal years 2006 and 2007 and
received an annual salary of approximately $118,000.








SALE OF
AUSTRALIAN REAL ESTATE SUBSIDIARIES





The
Company agreed to sell to Bayview Concepts Pty. Ltd. (“Bayview”) all shares
owned by the Company in its Australian real estate subsidiaries pursuant to five
separate Sale of Shares agreements dated December 31, 2007.  Bayview
is an Australian corporation owned and managed by Roger Davis, the Company’s
former Chief Financial Officer and former director.  The Company’s
five Australian real estate subsidiaries are (i) Australian Agricultural and
Property Management Limited, (ii) No. 2 Holdings Pty. Ltd., (iii) Victorian Land
Development Pty. Ltd., (iv) Ausland Properties Pty. Ltd., and (v) Ausland
Properties SA Pty. Ltd. (collectively, the “Australian
Subsidiaries”).





Under the
terms of the Agreements, the assets of the Australian Subsidiaries were valued
at their current book value for purposes of the sale of shares transaction; the
Company will pay all taxes outstanding and due from the Australian Subsidiaries;
Bayview will assume all outstanding mortgages on the properties owned by the
Australian Subsidiaries; and all outstanding inter-company transactions between
the Company and the Australian Subsidiaries will be paid in full by the
Company.  The aggregate purchase price to be received by the Company,
after the Company’s payment of certain liabilities and taxes, is $4,000,000 US
dollars.






33





To pay
the purchase price, Bayview issued the Company a senior promissory note dated
December 31, 2007 in the aggregate principal amount of USD $4,000,000 (the
“Original Note”). On or around February 22, 2007, before any payments of
principal or interest were made on the Original Note, the Company and Bayview
amended the Original Note (the “Amended Note”). The material terms of the
Amended Note are as follows:





The
Amended Note is due and payable in three installments: (i) USD $1,400,000
payable February 22, 2008, (the “First Maturity Date”); (ii) USD $600,000
payable May 31, 2008 (the “Second Maturity Date”), and (iii) USD $2,000,000
payable September 30, 2008, (the “Third Maturity Date”). Bayview may prepay
principal and interest before the appropriate due dates. The Amended Note bears
simple interest at an annual rate of 7% from March 1, 2008 through September 30,
2008 and 15% from October 1, 2008 through the date of payment, if the sale of
the Australian Subsidiaries is extended and not paid in full on or before
September 30, 2008. The Amended Note is senior to all current indebtedness of
Bayview.





All other
terms of the Amended Note are the same as those of the Original
Note.





Pursuant
to the Amended Note, Bayview paid $1,400,000 to the Company on February 25,
2008. The main principle used in determining the total consideration to be paid
by Bayview for the shares of the Australian Subsidiaries was the current book
value of the assets of the Australian Subsidiaries.





Director
Independence





We
currently have two directors, Mr. Peter Voss and Mr. Robert Kohn, neither of
whom is an independent director as that term is defined under the rules of the
NASDAQ Capital Market.








ITEM
13. EXHIBITS




EXHIBIT
INDEX







Number
            
            Exhibit3.1
            
            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 reference 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 Agreement (incorporated by reference to Exhibit
      10.2 to the Company’s Quarterly Report on Form 10-QSB, filed on November
      19, 2007)10.3
            
            Form
      12% Senior Promissory Note (incorporated by reference to Exhibit 10.3 to
      the Company’s Quarterly Report on Form 10-QSB, filed on November 19,
      2007)10.4
            
            Form
      Warrant (incorporated by reference to Exhibit 10.4 to the Company’s
      Quarterly Report on Form 10-QSB, filed on November 19,
    2007)10.5
            
            Form
      Registration Rights Agreement (incorporated by reference to Exhibit 10.5
      to the Company’s Quarterly Report on Form 10-QSB, filed on November 19,
      2007)10.6
            
            Lock
      Up Agreement (incorporated by reference to Exhibit 10.6 to the Company’s
      Quarterly Report on Form 10-QSB, filed on November 19,
    2007)10.7
            
            Pledge
      and Security Agreement (incorporated by reference to Exhibit 10.7 to the
      Company’s Quarterly Report on Form 10-QSB, filed on November 19,
      2007)10.8
            
            Collateral
      Agent Agreement (incorporated by reference to Exhibit 10.8 to the
      Company’s Quarterly Report on Form 10-QSB, filed on November 19,
      2007)10.9
            
            Acquisition
      Agreement dated July 19, 2007 by and among the Company and SMS Text Media,
      Inc. (“SMS”) and the stockholders of SMS (incorporated by reference to
      Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August
      3, 2007)






34






10.10
            
            Resignation
      Letter dated January 31, 2008 from Mr. Roger Davis to the Board of
      Directors of Global Realty Development Corp. (incorporated by reference to
      Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on
      February 6, 2008)10.11
            
            Acceptance
      Letter dated February 1, 2008 from Mr. Voss to Mr. Robert Kohn
      (incorporated by reference to Exhibit 10.2 to the Company’s Current Report
      on Form 8-K, filed on February 6, 2008)10.12
            
            Sale of Shares Agreement, dated
      as of December 31, 2007, by and between Global Realty Development Corp.
      and Bayview Concepts Pty. Ltd. (for Australian Agricultural and Property
      Management Limited) (incorporated by reference to
      Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March
      4, 2008)10.13
            
            Sale
      of Shares Agreement, dated as of December 31, 2007, by and between Global
      Realty Development Corp. and Bayview Concepts Pty. Ltd. (for No. 2
      Holdings Pty. Ltd.) (incorporated by reference to Exhibit 10.2 to the
      Company’s Current Report on Form 8-K, filed on March 4,
    2008)10.14
            
            Sale
      of Shares Agreement, dated as of December 31, 2007, by and between Global
      Realty Development Corp. and Bayview Concepts Pty. Ltd. (for Victorian
      Land Development Pty. Ltd.) (incorporated by reference to Exhibit 10.3 to
      the Company’s Current Report on Form 8-K, filed on March 4,
      2008)10.15
            
            Sale
      of Shares Agreement, dated as of December 31, 2007, by and between Global
      Realty Development Corp. and Bayview Concepts Pty. Ltd. (for Ausland
      Properties Pty. Ltd.) (incorporated by reference to Exhibit 10.4 to the
      Company’s Current Report on Form 8-K, filed on March 4,
    2008)10.16
            
            Sale
      of Shares Agreement, dated as of December 31, 2007, by and between Global
      Realty Development Corp. and Bayview Concepts Pty. Ltd. (for Ausland
      Properties SA Pty. Ltd.) (incorporated by reference to Exhibit 10.5 to the
      Company’s Current Report on Form 8-K, filed on March 4,
    2008)10.17
            
            Bayview
      Concepts Pty. Ltd. 12% Senior Promissory Note, dated as of December 31,
      2007 (original)(incorporated
      by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K,
      filed on March 4, 2008)10.18
            
            Bayview
      Concepts Pty. Ltd. 15% Senior Promissory Note, dated as of December 31,
      2007 (amended) (incorporated by reference to Exhibit 10.7 to the Company’s
      Current Report on Form 8-K, filed on March 4, 2008)14.1
            
            Code
      of Ethics*31.1
            
            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)









*
            Filed
      herewith.






35





ITEM
14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES






(1)
  Audit Fees and Related Fees




The
aggregate fees billed by our auditors, for professional services rendered for
the audit of our annual financial statements for the years ended December 31,
2007 and 2006, and for the reviews of the financial statements included in our
Quarterly Reports on Form 10-QSB during that fiscal year were:




2006 -
$ 90,200 – Meyler & Company, LLC
 2007 -
$148,020  – Meyler & Company, LLC




(2)
  Tax Fees




The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:




2006 -
$0 – Meyler & Company, LLC


2007 -
$0 – Meyler & Company, LLC




(3)
            All
      Other Fees




The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1) and (2) was:




2006 -
$0 – Meyler & Company, LLC
 2007 - $0
– Meyler & Company, LLC




(4)            The
percentage of hours expended on the principal accountant’s engagement to audit
the Company’s financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal accountant’s
full time, permanent employees was nil.








36






ITEM 7.
FINANCIAL STATEMENTS
 
 
 
 
 
 
 
 
 
 
 
 GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 
 AUDITED
FINANCIAL STATEMENTS
 
 FOR THE
YEARS ENDED DECEMBER 31, 2007 AND 2006
 
 
 
 
 
 
 
 
 
  
 CONTENTS
  
   PageReport
      of Independent Registered Public Accounting Firm
                F
      1Consolidated
      Balance Sheets
                F
      2Consolidated
      Statements of Operations
                F
      3Consolidated
      Statements of Cash Flows
                F
      4Consolidated
      Statement of Stockholders’ Equity
                F
      5Notes
      to Consolidated Financial Statements
                F
      6
   
 
  MEYLER
& COMPANY, LLC
 CERTIFIED
PUBLIC ACCOUNTANTS
 ONE ARIN
PARK
 1715
HIGHWAY 35
 MIDDLETOWN,
NJ 07748
 
 
 
 Report of
Independent Registered Public Accounting Firm
 
 
 To the
Board of Directors
 Global
Realty Development Corp. and Subsidiaries
 Coral
Springs, FL
 
 We have
audited the accompanying consolidated balance sheets of Global Realty
Development Corp. and Subsidiaries as of December 31, 2007 and
2006  and the related consolidated statements of operations,
stockholders’ equity, and cash flows for each of the years in the two-year
period ended December 31, 2007. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances but not for the purpose of
expressing an opinion on the effectiveness of the company’s internal control
over financial reporting.  Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Global Realty Development
Corp. and Subsidiaries as of December 31, 2007 and 2006, and the results of its
operations and its cash flows for each of the years in the two-year period ended
December 31, 2007, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note A
to the consolidated financial statements, the Company incurred net losses of
$15,984,242 and $6,893,742 in 2007 and 2006, respectively, and had an
accumulated deficit of $38,275,415 at December 31,
2007. There are existing uncertain conditions the Company faces relative to
its ability to obtain capital and operate successfully. These conditions raise
substantial doubt about its ability to continue as a going
concern.  Management’s plans regarding these matters are described in
Note A.  The Financial Statements do not include any adjustments that
might result from the outcome of this uncertainty.
 
 
 
 /s/
Meyler & Company, LLC
 
 Middletown,
NJ
 May 14,
2008











F-1






GLOBAL
      REALTY DEVELOPMENT CORPORATION AND SUBSIDIARIESConsolidated
      Balance SheetsDecember
      31,2007
              
              
              2006ASSETSCash
      and cash equivalents
              
              $
              4,025
              
              
              $
              2,016Note
      Receivable
              
              
              4,000,000Receivable
      from related party
              
              
              -
              
              
              
              2,611,369Prepaid
      expenses
              
              
              -
              
              
              
              1,091,500Memorabilia
      Collection
              
              
              1
              
              
              
              -Assets
      of discontinued operations-Real Estate
              
              
              
              
              
              
              31,709,415Assets
      of discontinued operations-Entertainment Companies
              
              
              3,706,759
              
              
              
              7,412,000TOTAL
      ASSETS
              
              $
              7,710,785
              
              
              $
              42,826,300LIABILITIES
      AND STOCKHOLDERS' EQUITYLiabilities:Convertible
      subordinated note
              
              $
              -
              
              
              $
              2,400,000Accounts
      payable and other liabilities
              
              
              159,799
              
              
              
              285,026Accrued
      interest expense
              
              
              23,696
              
              
              
              321,369Accrued
      salaries and benefits
              
              
              961,521
              
              
              
              454,963Loans
      from related parties-unsecured
              
              
              235,150
              
              
              
              235,150Loan
      payable-Halpern Capital
              
              
              231,600Senior
      Promissory Notes
              
              
              2,070,567
              
              
              
              -Derivative
      Liability-Warrants
              
              
              1,682,988
              
              
              
              -Other
      taxes payable
              
              
              10,675
              
              
              
              614,146Liabilities
      of discontinued operations-Real Estate
              
              
              -
              
              
              
              25,185,518Liabilities
      of discontinued operations-Entertainment Companies
              
              
              362,063
              
              
              
              -Total
      Liabilities
              
              
              5,738,059
              
              
              
              29,496,172Stockholders'
      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 sharesauthorized,
      118,239,002 and 99,532,742 shares issued and outstandingat
      December 31, 2007 and 2006, respectively
              
              
              118,239
              
              
              
              99,533Paid
      in capital
              
              
              41,279,486
              
              
              
              35,917,345Accumulated
      other comprehensive income
              
              
              -
              
              
              
              2,321,164Accumulated
      deficit
              
              
              (38,275,415
              )
              
              
              (25,007,914
              )3,122,310
              
              
              
              13,330,128Less:
      Treasury Stock, 2,254,087 shares at cost at December 31, 2007
      andnone
      outstanding at December 31, 2006
              
              
              (1,149,584
              )
              
              
              -Total
      stockholders' equity
              
              
              1,972,726
              
              
              
              13,330,128TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              7,710,785
              
              
              $
              42,826,300


See
Accompanying Notes to Financial Statements.
   F-2






GLOBAL
      REALTY DEVELOPMENT CORPORATION AND SUBSIDIARIESConsolidated
      Statements of OperationsYear
      EndedDecember
      31,2007
              
              
              2006REVENUESOther
              
              $
              391
              
              
              $
              205,026Total
      Revenue
              
              
              391
              
              
              
              205,026EXPENSESAdministrative
              
              
              3,583,499
              
              
              
              8,161,935Total
      Expenses
              
              
              3,583,499
              
              
              
              8,161,935OPERATING
      LOSS
              
              
              (3,583,108
              )
              
              
              (7,956,909
              )OTHER
      INCOME (EXPENSES)Change
      in Value of Derivative Liability
              
              
              1,411,733
              
              
              
              -Interest
      expense
              
              
              (2,965,878
              )
              
              
              -Impairment
      of memorabilia collection
              
              
              (3,079,999
              )
              
              
              -(4,634,144
              )
              
              
              -LOSS
      FROM CONTINUING OPERATIONS
              
              
              (8,217,252
              )
              
              
              (7,956,909
              )DISCONTINUED
      OPERATIONSIncome
      from discontinued operations of the Real EstateCompanies,
      including gain on disposal of$85,948)
              
              
              1,212,969
              
              
              
              1,063,167Loss
      from discontinued operations of theEntertainment
      Companies
              
              
              (8,979,959
              )
              
              
              -Net
      income (loss) from  discontinued operations
              
              
              (7,766,990
              )
              
              
              1,063,167NET
      LOSS
              
              $
              (15,984,242
              )
              
              $
              (6,893,742
              )Net
      (loss) income per common share(basic
      & diluted)From
      Continuing Operations
              
              $
              (0.08
              )
              
              $
              (0.09
              )From
      Discontinued Operations
              
              $
              (0.07
              )
              
              $
              0.01Weighted
      average common shares outstanding(basic
      & diluted)
              
              
              106,233,998
              
              
              
              91,023,774






See
Accompanying Notes to Financial Statements.






F-3






GLOBAL
      REALTY DEVELOPMENT CORPORATION AND SUBSIDIARIESConsolidated
      Statement of Cash FlowsFor
      the Year EndedDecember
      31,2007
              
              
              2006CASH
      FLOWS FROM OPERATING ACTIVITIES:Loss
      from continuing operations
              
              $
              (8,217,252
              )
              
              $
              (7,956,909
              )Adjustments
      to reconcile net loss to net cashfrom
      operating activities:Fair
      value adjustment of memorabilia collection
              
              
              3,079,999
              
              
              
              -Amortization
      of prepaid consulting expenses
              
              
              1,081,500
              
              
              
              1,639,500Change
      in value of derivative liability
              
              
              1,428,555
              
              
              
              -Stock
      based compensation
              
              
              762,632
              
              
              
              6,104,021Decrease
      (increase) in assets:Note
      Receivable
              
              
              (4,000,000
              )
              
              
              -Accounts
      receivable to related party
              
              
              -
              
              
              
              (2,036,697
              )Prepaid
      expenses
              
              
              10,000
              
              
              
              (10,000
              )Increase
      (decrease) in liabilities:Accounts
      payable
              
              
              (125,227
              )
              
              
              129,934Accrued
      salaries and benefits
              
              
              506,558
              
              
              
              359,963Loans
      related party-unsecured
              
              
              
              
              
              
              235,150Accrued
      interest
              
              
              (297,673
              )
              
              
              321,369Other
      taxes payable
              
              
              (603,473
              )
              
              
              596,455Cash
      used in continuing operations
              
              
              (6,374,381
              )
              
              
              (617,214
              )Discontinued
      OperationsIncome
      (Loss) from discontinued operations
              
              
              (7,766,990
              )
              
              
              1,063,167Fair
      value adjustment of assets of discontinued operations-Entertainment
      Co
              
              
              8,117,350
              
              
              
              -Decrease
      in assets of discontinued operations-Real Estate
              
              
              31,709,415
              
              
              
              16,226,952Increase
      in assets of discontinued operations-Entertainment
    Companies
              
              
              (200,392
              )
              
              
              -Decrease
      in liabilities of discontinued operations-Real Estate
              
              
              (25,185,518
              )
              
              
              (17,518,438
              )Increase
      in liabilities of discontinued operations-Entertainment
      Companies
              
              
              362,063
              
              
              
              -7,035,928
              
              
              
              (228,319
              )NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
              
              
              661,547
              
              
              
              (845,533
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Cash
      paid for acquisition of SMS Text Media
              
              
              (1,211,717
              )
              
              
              -NET
      CASH  USED IN INVESTING ACTIVITIES
              
              
              (1,211,717
              )
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of promissory notes
              
              
              2,325,000
              
              
              
              -Notes
      payable-Halpern Capital
              
              
              231,600
              
              
              
              -Convertible
      subordinated note
              
              
              (2,400,000
              )
              
              
              -NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              156,600
              
              
              
              -EFFECT
      OF EXCHANGE RATE ON CASH
              
              
              395,579
              
              
              
              839,523NET
      INCREASE (DECREASE) IN CASH
              
              
              2,009
              
              
              
              (6,010
              )CASH,beginning of
      year
              
              
              2,016
              
              
              
              8,026CASH, end of
      year
              
              $
              4,025
              
              
              $
              2,016SUPPLEMENTAL
      DATA:Issuance
      of common stock and warrants for acquisition of TFM Group,
    LLC
              
              $
              -
              
              
              $
              4,800,000Issuance
      of common stock and warrants  for acquisition of MJD Films,
      Inc
              
              $
              -
              
              
              $
              2,612,000Prepaid
      consulting expense
              
              
              
              
              
              
              1,081,500Retirement
      of stock in exchange for payment of Related Party
    Receivable
              
              $
              2,611,369
              
              
              $
              -Issuance
      of common stock for acquisition of SMS Text Media, Inc
              
              $
              3,000,000
              
              
              $
              -Issuance
      of common stock for acquisition of Memorabilia Collection
              
              $
              3,080,000
              
              
              $
              -










See
Accompanying Notes to Financial Statements.






F-4








GLOBAL
      REALTY DEVELOPMENT CORPORATION AND SUBSIDIARIESStatement
      of Stockholders' EquityPaid
      In
              
              
              Accumulated
              
              
              Comprehensive
              
              
              TreasuryShares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              Income
              
              
              Stock
              
              
              TotalBalance
      December 31, 2005
              
              
              86,054,334
              
              
              $
              86,054
              
              
              $
              19,693,803
              
              
              $
              (18,114,172
              )
              
              $
              1,481,639
              
              
              
              
              
              $
              3,147,324Issuance
      of common stock forconsulting
      and professional fees atprices
      ranging from $.70to
      $1.01 per share
              
              
              3,478,408
              
              
              
              3,479
              
              
              
              3,053,839
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,057,318Fair
      value of warrants issued toconsultants
              
              
              
              
              
              
              
              
              
              
              134,257
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              134,257Fair
      value of warrants issuedin
      connnection with acquisitions
              
              
              
              
              
              
              
              
              
              
              512,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              512,000Fair
      value of options issued toofficers
              
              
              
              
              
              
              
              
              
              
              5,633,446
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              5,633,446Issuance
      of common stock toacquire
      MJD Film, Inc at $ .60 per share
              
              
              4,000,000
              
              
              
              4,000
              
              
              
              2,396,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,400,000Issuance
      of common stock toacquire
      51% of TFM Group at $ .75 per share
              
              
              6,000,000
              
              
              
              6,000
              
              
              
              4,494,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              4,500,000Net
      loss for the year endedDecember
      31, 2006
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (6,893,742
              )
              
              
              
              
              
              
              
              
              
              (6,893,742
              )Foreign
      Currency Translation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              839,525
              
              
              
              
              
              
              839,525Balance,
      December 31, 2006
              
              
              99,532,742
              
              
              
              99,533
              
              
              
              35,917,345
              
              
              
              (25,007,914
              )
              
              
              2,321,164
              
              
              
              
              
              
              13,330,128Retirement
      of shares in settlementof
      Sapphire Note and Related PartyReceivable
              
              
              (2,866,245
              )
              
              
              (2,866
              )
              
              
              (1,458,919
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,461,785
              )Return
      of 2,254,087 shares to treasury inconnection
      with the settlement of theSapphire
      Note and Related PartyReceivable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,149,584
              )
              
              
              (1,149,584
              )Fair
      value of options issued toofficers
              
              
              
              
              
              
              
              
              
              
              608,581
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              608,581Fair
      value of commons stockissued
      in connection withlegal
      fees at prices ranging from $ .30 to
              
              
              347,505
              
              
              
              347
              
              
              
              110,954
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              111,301$
      .65 per shareFair
      value of commons stockissued
      in connection withconsulting
      fees at $ .19 per share
              
              
              225,000
              
              
              
              225
              
              
              
              42,525
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              42,750Issuance
      of common stock toacquire
      SMS Text Media at $ .30 per share
              
              
              10,000,000
              
              
              
              10,000
              
              
              
              2,990,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,000,000Issuance
      of common stock toacquire
      Memorabilia Collection at $ .28 per share
              
              
              11,000,000
              
              
              
              11,000
              
              
              
              3,069,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,080,000Net
      loss for the year endedDecember
      31, 2007
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (15,984,242
              )
              
              
              
              
              
              
              
              
              
              
              (15,984,242
              )Foreign
      Currency Translation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              395,577
              
              
              
              
              
              
              
              395,577Reclassification
      adjustment for sale offoreign
      subsidiaries
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,716,741
              
              
              
              (2,716,741
              )Balance,
      December 31, 2007
              
              
              118,239,002
              
              
              $
              118,239
              
              
              $
              41,279,486
              
              
              $
              (38,275,415
              )
              
              $
              -
              
              
              $
              (1,149,584
              )
              
              $
              1,972,726






See
Accompanying Notes to Financial Statements.










F-5






GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007




NOTE A
- BASIS OF PRESENTATION AND NATURE OF BUSINESS
 
 The
primary business of Global Realty Development Corp., (the “Company”) had been
land development for commercial and residential use with properties located in
Australia.  The Real Estate subsidiaries consisted of the following
individual companies: Australian Agricultural and Property Management Limited
(“AAPM”), Victoria Land Development Pty. Ltd. (“Victoria”), No. 2 Holdings Pty.
Ltd. (“No. 2”) and Ausland Properties Ltd. (“Ausland”).  In 2006 and
2007, the Company acquired several companies in the film development and
entertainment business. In December, 2007, the Company determined that it is in
the best interests of the shareholders to focus its business on the acquisition
of Pachinko Parlors in Japan.  As of December 31, 2007, the Company
has sold its real estate subsidiaries and has discontinued operations of its
entertainment companies.  They plan to sell the remaining
entertainment assets in 2008.
 
 Going
Concern
 
 As
indicated in the accompanying financial statements, the Company incurred net
losses of $15,984,242 and $6,893,742 for the years ended December 31, 2007 and
2006, respectively.  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 B -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Foreign Currency
Translation
 
 The
Company considers the Australian Dollar to be its functional
currency.  Assets and liabilities were translated into US dollars at
the year-end exchange rates.  Statement of operations amounts were
translated using the average rate during the year.  Gains and losses
resulting from translating foreign currency financial statements were
accumulated in other comprehensive income, a separate component of stockholders’
equity.
 
 Cash
Equivalents
 
 For
purposes of reporting cash flows, cash equivalents include investment
instruments purchased with a maturity of three months or less.  There
were no cash equivalents in 2007 or 2006.
 
 Reclassifications
 
 Certain
reclassifications have been made in the 2006 financial statements to conform to
the December 31, 2007 presentation.
 
 F-6
   GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 NOTE B -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Reclassifications
(Continued)
 
 As a
result of the sale of the Australian Real Estate companies and the discontinued
operations of the entertainment companies, these operations have been reported
as discontinued operations for years ended December 31, 2007 and
2006.  December 31, 2006 information has been reclassified to conform
to the current presentation.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make
estimates  and  assumptions that  affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period.  Actual results
could differ from those estimates.
 
 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.
 
 Provision for Uncollectible
Receivables
 
 Provisions
are made and netted against receivables in the financial statements whenever the
Company believes there is a potential for non-collectibility.
 
 Inventories
 
 Inventories
and lots held for sale are recorded at the lower of cost or fair value less
selling costs.  Fair value is defined as the amount at which an asset
could be bought or sold in a current transaction between willing parties, that
is, other than in a forced or liquidation sale.  Construction costs
are accumulated during the period of construction and charged to cost of sales
under specific identification methods.  Land, land development, and
common facility costs are allocated based on buildable acres to product types
within each project, then charged to cost of sales equally based upon the number
of lots to be improved.  For inventories under development, a loss is
recorded when events and circumstances indicate impairment.
 
 Interest
 
 Costs
related to properties under development are capitalized during the land
development period and expensed as the related inventories are
sold.  Costs related to properties not under development are charged
to interest expense separately in the Consolidated Statements of
Operations.
 
 
 F-7
 
 GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 
 NOTE B -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Land
Options
 
 Costs are
capitalized when incurred and either included as part of the purchase price when
the land is acquired or charged to operations when the Company determines it
will not exercise the option.
 
 Post Development Completion
Costs
 
 In those
instances when a development is substantially complete and sold and the Company
has additional construction work to be incurred, actual costs are charged to
operations in the current period or a provision is made for future expected
work.
 
 Property and Equipment and
Depreciation
 
 Property
and equipment is stated at cost and is depreciated using the straight line
method over the estimated useful lives of the respective
assets.  Routine maintenance, repairs and replacement costs are
expensed as incurred and improvements that extend the useful life of the assets
are capitalized.  When property and equipment is sold or otherwise
disposed of, the cost and related accumulated depreciation are eliminated from
the accounts and any resulting gain or loss is recognized in
operations.
 
 Net Loss Per Common
Share
 
 The
Company computes per share amounts in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 128, “Earnings per Share”.  SFAS No.
128 requires presentation of basic and diluted EPS.  Basic EPS is
computed by dividing the income available to Common Stockholders by the
weighted-average number of common shares outstanding for the
period.  Diluted EPS is based on the weighted-average number of shares
of Common Stock and Common Stock equivalents outstanding during the
periods.
 
 Comprehensive Income
(Loss)
 
 SFAS No.
130 establishes standards for the reporting and disclosure of comprehensive
income and its components which will be presented in association with a
company’s financial statements.  Comprehensive income is defined as
the change in a business enterprise’s equity during a period arising from
transactions, events or circumstances relating to non-owner sources, such as
foreign currency translation adjustments and unrealized gains or losses on
available-for-sale securities.  It includes all changes in equity
during a period except those resulting from investments by or distributions to
owners.  Comprehensive income is accumulated in accumulated other
comprehensive income, a separate component of stockholders’ equity.
 
 Stock-Based
Compensation
 
 SFAS No.
123 R, “Accounting for Stock-Based Compensation” prescribes accounting and
reporting standards for all stock-based compensation plans, including employee
stock options, restricted stock, employee stock purchase plans and stock
appreciation rights. SFAS No. 123 R requires employee compensation expense to be
recorded (1) using the fair value method or (2) using the
 
 
 F-8
 
  GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  
 NOTE B -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Stock-Based Compensation
(Continued)
 
 intrinsic
value method as prescribed by accounting Principles Board Opinion No. 25,
“Accounting for Stock Issued to Employees” (“APB25”) and related interpretations
with pro forma disclosure of what net income and earnings per share would have
been if the Company adopted the fair value method.
 
 The
Company accounts for employee stock based compensation in accordance with the
provisions of APB 25. For non-employee options and warrants, the Company uses
the fair value method as prescribed in SFAS 123.
 
 The
Company accounts for stock issued for services using the fair value
method.  In accordance with the Emerging Issues Task Force (“EITF”)
96-18, the measurement date of shares issued for service is the date at which
the counterparty’s performance is complete.
 
 Impairment of Long-Lived
Assets
 
 The
Company reviews long-lived assets for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future undiscounted net cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeded the fair value of the assets.
 
 Fair Values of Financial
Instruments
 
 The
Company uses financial instruments in the normal course of
business.  The carrying values of cash, accounts receivable, advance
receivable, bank overdraft, accounts payable and accrued expenses approximate
their fair value due to the short-term maturities of these assets and
liabilities.  The carrying values of notes payable and loans payable
approximate their fair value based upon management’s estimates using the best
available information.
 
 Recent 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
 
 F-9
  GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 
 NOTE B -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting
Pronouncements (Continued)
 
 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.
 
 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 adopted FIN 48 in 2007 with  minimal impact.
 
 
 F-10
  GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  NOTE C –
ACQUISITIONS
 
 On August
29, 2006, the Company acquired 100% of MJD Films, Inc.  The
acquisition price consisted of 4,000,000 restricted shares of the Company’s
common stock and warrants to purchase an additional 2,000,000 shares of the
Company’s restricted common stock at $0.60 per share.  As of December
31, 2007, the Company has discontinued the operations of the
company.
 
 On
October 4, 2006, the Company acquired a 51% interest in the newly formed TFM
Group, LLC.  The acquisition price consisted of 6,000,000 restricted
shares of the Company’s common stock and warrants to purchase an additional
3,000,000 shares of the Company’s restricted stock at $1.00 per
share.  The allocation of the purchase price for these acquisitions
was as follows:
  MJD
      Films
                
                
                TFM
      Group, LLCCommon
      Stock
                
                $
                2,400,000
                
                
                $
                4,500,000Value
      per share
                
                
                0.60
                
                
                
                0.75Warrants
                
                
                212,000
                
                
                
                300,000Value
      per share
                
                
                0.106
                
                
                
                0.10Total
      Purchase
                
                $
                2,612,000
                
                
                $
                4,800,000Fair
      value of net assets acquired:Film
      Rights
                
                $
                618,000Goodwill
                
                
                1,994,000
                
                
                $
                4,800,000Total
                
                $
                2,612,000
                
                
                $
                4,800,000
 
 As of
December 31, 2007, the Company has discontinued operations of these
operations.  (See Note E to the Financial Statements.)
 
 On July
19, 2007, the Company purchased SMS Text Media, Inc., a Nevada corporation in
consideration of (A) $3,000,000 in cash, which was subsequently modified to a
cash advance of $1,211,827 and (B) the issuance of 10,000,000 shares of its
common stock.  Additionally, the Company was to make available to SMS
Text Media, Inc. a line of credit aggregating $1,500,000 at 12%
interest.  The allocation of the purchase price for the acquisition
was as follows:
  Common
      stock issued
                
                
                10,000,000Value
      per share
                
                $
                0.30Total
      value of common stock issued
                
                
                3,000,000Cash
      and note
                
                
                1,211,827$
                4,211,827
   F-11
    GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 NOTE C –
ACQUISITIONS (CONTINUED)
 
 The fair
value of the net assets acquired is as follows:
  Assets
      acquired
                
                $
                25,563Less
      liabilities assumed
                
                
                (26,956
                )Net
                
                
                (1,393
                )Intangible
      asset acquired
                
                
                4,213,220$
                4,211,827
  The
Company, at December 27, 2007, decided to discontinue the operations of SMS Text
Media, Inc. and entered into a rescission agreement which was amended in March
2008 and April 4, 2008. (See Note S to the Financial Statements.)  The
assets of Discontinued Operations - Entertainment Companies have been adjusted
to include an adjustment for the difference between the value of the stock
issued and the value of the stock to be returned and the fair value of a note
receivable equivalent to the cash advanced under the terms of the original
acquisition agreement.
 
 On July
25, 2007, the Company entered into an agreement with Focus Solutions
International to purchase a Beach Boys Memorabilia Collection.  The
Company purchased the collection by issuing 11,000,000 shares of its common
stock at $0.28 per share or $3,080,000.  On December 8, 2007, the
Company entered into an agreement to sell the collection back to the original
seller which was terminated on March 4, 2008.  (See Notes F and S to
the Financial Statements.)
 
 NOTE D –
DISPOSITIONS - 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. The decision
to sell the corporations was part of the Company’s change in business strategies
to focus on the acquisition of Pachinko Parlors. High interest rates have
affected the carrying costs and value of the properties.  The Company
determined that it was in the best interests of the shareholders to sell off the
subsidiaries to maximize the value of the assets and concentrate on the Pachinko
parlor business. In connection with the sale, the Company has taken a Note
Receivable in the amount of $4,000,000 from the purchaser.  The note
bears interest at 7% on unpaid balance from March 1, 2008 through September 30,
2008 and 15% on unpaid balances from October 1, 2008 through date of
payment.  On February 25, 2008, $1,400,000 was received on the note
and the balance of the note is due as follows: May 31, 2008-$600,000 and
September 30, 2008 - $2,000,000.
 
 Results
of operations for the Australian Real Estate Corporations as of December 31,
2007 have been reported as discontinued operations.  Previously
reported results of operations for the year ended December 31, 2007 and 2006
have been reclassified as discontinued operations to reflect this
presentation.
 
 Summarized
financial information for the Australian Real Estate Corporations is as follows
for the years ended December 31, 2007 and 2006:
  December
      31,Income
      Statement Data:
                
                2007
                
                
                2006Revenues
                
                $
                12,754,481
                
                
                $
                4,596,716Expenses
                
                
                11,627,460
                
                
                
                3,533,549Income  from
      discontinued operations
                
                
                1,127,021
                
                
                
                1,063,167
 
   F-12
   GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  NOTE D –
DISPOSITIONS - AUSTRALIAN REAL ESTATE SUBSIDIARIES (CONTINUED)
  December
      31,Balance
      Sheet Data:
                2007
                
                
                2006Current
      Assets
                
                
                
                
                328,790Inventory
                
                
                
                
                29,469,111Property
      and equipment
                
                
                
                
                1,911,514Total
      Assets
                
                
                
                
                31,709,415Current
      Liabilities
                
                
                
                
                1,952,484Secured
      Mortgages
                
                
                
                
                19,924,616Tax
      Liabilities
                
                
                
                
                3,308,418Total
      Liabilities
                
                
                
                
                25,185,518Net
      assets of discontinued operations
                
                
                
                
                6,523,897
  
 NOTE E -
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 of the Entertainment companies as of December 31, 2007 have been
reported as discontinued operations.  There were no operations for the
year ended December 31, 2006
 
 Summarized
financial information for the Entertainment Companies is as
follows:
  December
      31,2007
                
                
                2006Revenues
                
                $
                23,617Impairment
      loss
                
                
                8,117,350Expenses
                
                
                886,226Loss  from
      discontinued operations
                
                
                (8,979,959
                )Balance
      Sheet Data:Current
      Assets
                
                
                96,642Goodwill
                
                
                3,506,367
                
                
                $
                7,412,000Property
      and equipment
                
                
                103,750Total
      Assets
                
                
                3,706,759
                
                
                
                7,412,000Accounts
      Payable
                
                
                119,536Due
      to Related Parties
                
                
                242,527Total
      Liabilities
                
                
                362,063Net
      assets of discontinued operations
                
                $
                3,344,696
                
                
                $
                7,412,000
 
 
 F-13
   GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 NOTE F -
IMPAIRMENT OF MEMORABILIA COLLECTION
 
 The
Company acquired the “Beach Boy” Memorabilia Collection on July 25, 2007 and
recorded its value based upon the issuance of 11,000,000 shares of its common
stock at the then current market value of $0.28 per share. The total value
aggregated $3,080,000. The Company, subsequent to the acquisition, pledged the
collection as collateral for the $2,325,000 Senior Promissory Notes issued
during the third and fourth quarters of 2007.  It was the intent of
the Company to sell the collection and repay the note holders from the
proceeds.  To date, the company has been unsuccessful in the selling
of any portion of the Memorabilia Collection.  It recently learned
that there are two prior liens by attorneys, approximately $900,000, on the
Collection which precedes the Senior Promissory Note Holders’
liens.  A portion of the collection is located in London, purportedly
in the possession of the memorabilia dealer currently out of business and in
Administration in London (tantamount to bankruptcy in the U.S.).  The
Company, at December 31, 2007, could not demonstrate the complete existence of
the collection, could not demonstrate clear title to the collection, and could
not provide an appropriate valuation for the
collection.  Additionally, the value of the Company’s stock dropped to
$0.18 per share at December 31, 2007.  Based upon the impairment of
the Company’s stock value, the required payment of the first lien on the
collection of $900,000, and the storage, warehouse and insurance costs being
claimed by the memorabilia dealer in arrears of $160,000, the Company decided to
write the collection down to $1.
 
 NOTE G –
RELATED PARTY TRANSACTIONS
 
 In
connection with an agreement of settlement entered into in August 2005 and
amended December 26, 2006 between the Company and Atlantic Wine Agencies, Inc.,
Dominion Wines, Ltd., and Dominion Estates Pty. Ltd., the Company issued a
convertible promissory note in the original amount of $2,400,000, later adjusted
to $2,611,369 at December 31, 2006 for accrued interest and settlement
fees.  This obligation was offset by a receivable from Mr. Peter Voss,
a major shareholder and currently the Chief Executive Officer of the
Company.  The company, on January 5, 2007, paid the
obligation.  In 2007, Mr. Peter Voss returned to the Company 5,120,332
shares of Company stock which he was holding, of which 2,866,245 shares were
valued at $1,149,584 and have been treated as treasury stock.  The
remaining 2,254,087 shares valued at $1,461,785 were cancelled. Additionally in
2005, it was uncertain whether Mr. Voss would return the shares and,
accordingly, a reserve in the amount of $1,367,543 was established which was net
of advances he made to the Company.  In 2006, the reserve was
reversed. (See Note J to Financial Statements.)
 
 During
the year ended December 31, 2007, payments in the amount of $481,000 and
$200,000 were made to Marino Investments Services, Pty, Ltd and Accrued Equities
Pty, Ltd., respectively, to pay for additional expenses incurred with the
on-going business development of Pachinko Parlors.  Both companies are
controlled by Peter Voss, a major shareholder and Chief Executive Officer of the
Company.  The company did not receive sufficient adequate supporting
documentation to substantiate these expenditures and the company is not
demanding repayment of these advances. Mr. Voss will provide sufficient adequate
supporting documentation in 2008.
 
 See Note
D relating to the sale of the Australian subsidiary to the former Chief
Financial Officer, Roger Davis.
 
 In
connection with the acquisition of SMS Text Media, Inc., a commission agreement
was entered into between Robert Kohn, the Chief Executive Officer and Roy
Sciacca, the former owner of SMS Text Media, Inc.  The agreement
specifies that Roy Sciacca will pay Mr. Kohn a 10% commission
 
 F-14
  GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 NOTE G –
RELATED PARTY TRANSACTIONS (CONTINUED)
 
 based
upon his proceeds from the sale of SMS Text Media, Inc. to Global up to $100,000
plus 300,000 shares of Global’s stock received.  Mr. Kohn only
received the 300,000 shares of Global
 stock.  These
shares were returned to the Company as part of the rescission agreement. (See
Note S to the Financial Statement.)
 
 NOTE H -
INVENTORIES - LOTS HELD FOR RESALE
 
 Inventories
for the Australian land development companies consist of the following at
December 31, 2006 and are included in the assets of discontinued operations -
real estate sold at December 31, 2007:
  December
      31,2006Acquisition
      costs
                
                $
                28,866,490Development
      costs capitalized
                
                
                1,748,049Borrowing
      and holding costs capitalized
                
                
                2,238,145Provision
      for future losses
                
                
                (3,383,572
                )$
                29,469,112
 
 
 NOTE I -
PROPERTY, PLANT, AND EQUIPMENT
 
 Property,
plant, and equipment consist of the following at December 31, 2006 and are
included in the assets of discontinued operations - real estate sold at December
31, 2007:
  December
      31,2006
                
                Useful
      lifeLand
                
                $
                1,497,095Buildings
                
                
                434,233
                
                30
      yearsEquipment
                
                
                15,220
                
                10
      years1,946,548Less:
      accumulated depreciation
                
                
                35,034$
                1,911,514
 
 NOTE J –
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
 
 The
Company issued a subordinated promissory note to Sapphire Development Limited in
accordance with a settlement agreement dated August 20, 2005 and amended
December 26, 2006.  (See Note G)  The note bears interest at
the rate of 1% per annum, requires monthly principal and interest payments
commencing on September 20, 2005 and was originally due on August 20,
2006.  At December 31, 2006, the note was in default.
 
 On
January 5, 2007, the note was paid in full with all associated costs and all
sanctions were released against the company.
 
 NOTE K -
MORTGAGE NOTES PAYABLE
 
 At
December 31, 2006, mortgage notes payable aggregating $19,924,616 were secured
by first mortgages on inventories of lots held for resale with interest rates
ranging from 7.75% to 20% with a default rate of an additional
4%.  These mortgages were associated with the Australian
 
 F-15
   GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 NOTE K -
MORTGAGE NOTES PAYABLE (CONTINUED)
 
 subsidiaries
which were sold on December 31, 2007.  The balance is included in
Liabilities of Discontinued Operations - real estate at December 31,
2006.
 
 NOTE L -
LOANS FROM RELATED PARTIES - UNSECURED
 
 As of
December 31, 2007 and 2006, the outstanding balance of loans from related
parties-unsecured made by Peter Voss, a principal shareholder and chief
executive officer of the Company was $235,150.  These loans are
unsecured, non-interest bearing and have no specific repayment
date.
 
 NOTE M -
LOAN PAYABLE HALPERN CAPITAL
 
 At
December 31, the Company was indebted to Halpern Capital for $176,600 for fees
due to them relating to the issuance of the $2,325,000 Senior Promissory Notes
during the third and fourth quarters 2007.  Additionally, Halpern
Capital advanced $55,000 for working capital in November 2007.  On
January 1, 2008, these amounts due to Halpern Capital aggregating 231,600 were
converted to Senior Promissory Notes.  Additionally, 694,800 warrants
were issued at an exercise price of $0.30 per share.
 
 NOTE N –
SENIOR PROMISSORY NOTES/DERIVATIVE LIABILITIES-WARRANTS
 
 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 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).  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
shares of common stock underlying the warrants to purchase common stock issued
in connection with the Offering Units are subject to registration at the
Company’s expense within
 
    F-16
   GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 NOTE N –
SENIOR PROMISSORY NOTES/DERIVATIVE LIABILITIES-WARRANTS (CONTINUED)
 
 120 days
of the final closing under the Offering.  In the event the Company
does not effect the registration of the warrant shares within the allotted
timeframe, further additional warrants are issuable to the holders of the
warrants.  As of December 31, 2007 the Company has not filed the
registration statement nor has it incurred an obligation to issue any additional warrants
pursuant to this provision.  The warrants contain anti-dilution
provisions such that the exercise price will be adjusted in the event that the
Company issues common stock for a per share price less than the exercise price
of the warrants.  The warrants are exercisable at $0.30 per
share.
 
 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
December 31, 2007, the balance of the Notes included in Debentures Payable is
$2,070,567 (representing the face value of the Notes of $2,325,000 and the
unamortized discount of $254,433).   The fair value of the
Derivative Liabilities – Warrants at December 31, 2007 is
$1,660,530.  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 six
months ended December 31, 2007, the amount of discount amortized to income was
$1,721,248.
 
 The
following factors were utilized by the Black Sholes pricing model to value the
Derivative Liability:
  Risk
      free rate
                3.45%Volatility
                175.00%Expected
      life
                4.5
      yearsDividend
      yield
                0%
 
 NOTE O -
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 antidilution provisions upon
the occurrence of certain events.  The fair value of the Derivative
Liability for the warrants at December 31, 2007 is $22,458.
 
 The
warrants have been classified as liability derivatives for purposes of financial
reporting.  The Black Sholes pricing model was used to value the
warrants.  As of December 31, 2007, the parameters used to value the
warrants were: risk free rate 3.05%, volatility 144%.
 
 
 F-17
 
 GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 
 NOTE P -
INCOME TAXES AND DEFERRED INCOME TAXES
 
 The
Company follows Financial Accounting Statement No. 109 (SFAS No.
109).  Under this method, the Company recognizes a deferred tax
liability or asset for temporary differences between the tax basis of an asset
or liability and the related amount reported on the financial
statements.  The principal types of differences, which are measured at
the current tax rates, are net operating loss carry forwards. At December 31,
2007, these differences resulted in a deferred tax asset of approximately
$1,043,000.  SFAS No. 109 requires the establishment of a valuation
allowance to reflect the likelihood of realization of deferred tax
assets.  Since realization is not assured, the Company has recorded a
valuation allowance for the entire deferred tax asset, and the accompanying
financial statements do not reflect any net asset for deferred taxes at December
31, 2007.
 
 Provisions
for taxes are based on taxes payable for the current year and deferred taxes on
temporary differences between the amount of taxable income and pre-tax financial
income.  Deferred tax liabilities are included in the financial
statements at current income tax rates applicable to the period in which the
deferred tax liabilities are expected to be settled as prescribed in FASB No.
109, Accounting for Income
Taxes.As changes in tax laws or rates are exacted, deferred tax
liabilities are adjusted through the provision for income taxes.
 
 For U.S.
taxes, the Company’s net operating loss carry forwards amounted to approximately
$3,476,000 at December 31, 2007 and will expire in 2027.
 
 NOTE Q -
STOCKHOLDERS’ EQUITY
 
 On
January 6, 2006, the Company issued 223,048 of its common shares for
professional services incurred.  The shares were valued at $1.01 per
share.  The total compensation expense charged to operations was
$225,278.
 
 On
January 27, 2006, the Board of Directors authorized an increase in its
authorized common stock to 500,000,000 shares.
 
 On March
3, 2006, the Company designated 1,000,000 shares of its authorized preferred
stock as Series A Preferred Stock with a stated value of $2,500.  The
Series A Preferred Stock is convertible in one year from date of issuance into
common stock of the Company at the rate of one share of Preferred to 50 shares
of common stock.  To date, no shares have been issued.
 
 On March
27, 2006, the Board of Directors authorized the adoption of the 2006 Incentive
Stock Option Plan and reserved 13,600,000 shares of common stock for the
plan.
 
 On March
27, 2006, the Board of Directors authorized the issuance of 5,440,000 stock
options under the 2006 Incentive Stock Option Plan to its Chief Executive
officer at $1.05 per share.  3,440,000 shares are exercisable
immediately and 2,000,000 shares are exercisable on March 31, 2007. The value of
these options are calculated to be $4,889,775.  For the year ended
December 31, 2006, $4,402,910 was charged to operations.
 
 On March
27, 2006, the Board of Directors authorized the issuance of 1,500,000 stock
options under the 2006 Incentive Stock Option Plan to its Chief Financial
officer at $1.05 per share.  1,000,000 shares are exercisable
immediately and 500,000 shares are exercisable on March 31, 2007. The fair value
of these options was calculated to be $1,352,252.  For the year ended
December 31, 2006, $1,230,536 was charged to operations.
  F-18
  GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 NOTE Q -
STOCKHOLDERS’ EQUITY (CONTINUED)
 
 On May 4,
2006, the Board of Directors issued 2,100,000 shares of common stock to Redwood
Consultants for services to be provided over the ensuing 12
months.  The shares were valued at $.94 per share or
$1,974,000..  Consulting expense charged to operations during the year
ended December 31, 2006 was $1,316,000.  Additionally, 1,000,000
warrants were issued @ $2.00 per share.  The warrants were exercisable
immediately.  The fair value of the common stock warrants was
calculated to be $111,285 which was charged to operations during the year ended
December 31, 2006.
 
 On June
12, 2006, the Company issued 90,000 shares of its common stock for professional
fees incurred.  The shares were valued at $.70 per share aggregating
$63,000 which was charged to operations during the year ended December 31,
2006.
 
 On July
16, 2006 the Company issued 200,000 shares of its common stock for professional
services to be incurred over a 12 month period. The shares were valued
at  $.735 per share aggregating $147,000. During the year ended
December 31, 2006, $73,500 was charged to operations.  Additionally,
the company issued 200,000 common stock warrants in connection with professional
services which are immediately exercisable.  The fair value of the
common stock warrants was calculated to be $22,972 which was charged to
operations during the year ended December 31, 2006.
 
 On July
25, 2006 the Company issued 800,000 of its common shares for professional fees
to be provided over the next year. The shares were valued at $.75 per share
aggregating $600,000 of which $250,000 was charged to operations for the year
ended December 31, 2006.
 
 On August
29, 2006, the Board of Directors issued 4,000,000 shares of common stock and
2,000,000 warrants to acquire MJD Films, Inc. The shares were valued
at  $.60 per share and the common stock warrants were valued at $.106
per common stock warrant. (See Note C to the Financial Statements).
 
 On
September 30, 2006 the Company issued 65,360 of its common stock for
professional services.  The shares were valued at $.735 per share
aggregating $48,040 which was charged to operations during the year ended
December 31, 2006.
 
 October
4, 2006, the Board of Directors issued 6,000,000 shares of common stock and
3,000,000 warrants for a 51% investment in TFM Group, LLC.  The shares
were valued at .75 per share and the common stock warrants were valued at $.10
per warrant. (See  Note C to the Financial Statements).
 
 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 for the Chief Executive Officer and the Chief Financial
Officer.
 
 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.
 
 F-19
  GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  
 NOTE Q -
STOCKHOLDERS’ EQUITY (CONTINUED)
 
 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 or $3,000,000.
 
 On July
25, 2007, the Company issued 11,000,000 shares of its common stock for the
purchase of the Beach Boys memorabilia collection that has been pledged as
collateral for the 12% promissory notes.  The shares were valued at
$.28 per share or $3,080,000.
 
 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 for the year ended
December 31, 2007 was $42,750.
 
 On
October 18, 2007, the Company issued 324,505 shares of its common stock for
professional services.  The shares were valued at $.30 per share
aggregating $96,351 which was charged to operations for year ended December 31,
2007.
 
 NOTE R -
STOCK OPTION AND WARRANT AGREEMENTS
 
 On March
27,  2006,  the 2006  Incentive  Plan
was  adopted by the Board of Directors and 13,600,000 shares of
Common Stock were initially reserved for issuance. Under the
Plan,  options  may be granted  which
are  intended to qualify as Incentive Stock Options ("ISOs") or
which are not ("Non-ISOs").
 
 The
purchase  price of the Common  Shares  subject to
each ISO shall not be less than the fair market value (as set forth in the
2006 Incentive  Plan), or in the case of the grant of an ISO to a
Principal Stockholder,  not less that  110% of
fair  market  value of
such  Common  Shares  at the time such Option
is granted.
 
 Any
Option  granted to an employee of the Company shall
become  exercisable over a period of no longer  than
five (5)  years,  and no less
than  twenty percent  (20%) of
the  shares  covered  thereby  shall  become  exercisable annually.
No Option shall be exercisable, in whole or in part, prior to one (1) year
from the date it is granted  unless the
Board  shall  specifically determine
otherwise.  In no event shall any Option be exercisable after
the expiration of ten (10) years from the date it is
granted,  and no
Incentive Stock  Option  granted to a
ten  percent  holder  shall,  by its
terms,  be exercisable  after
the  expiration  of five (5) years  from the date
of
the    Option.  Unless  otherwise  specified
by the Board or the  Committee in the resolution authorizing such
Option, the date of grant of an Option shall be deemed to be the date upon
which the Board or the Committee  authorizes the granting of such
Option.
 
 The
expiration of each Option shall be fixed by the Board of
Directors,  in its  discretion,  at the
time  such  Option  is  granted;  however,  unless otherwise  determined  by
the Board of Directors at the time such Option is granted,  an
Option shall be exercisable  for ten (10) years after the date on
which it was granted (the "Grant Date"). Each Option shall be subject
to earlier  termination as expressly provided in the 2006
Incentive Plan or as determined by the Board of Directors,  in
its discretion,  at the time such Option is granted.
 
 Between
March 31, 2006 and October 4, 2006,  the
Company  issued  6,940,000 options
and  6,200,000  warrants.  All options were issued
to employees and all  warrants  were issued
to  consultants  and for
new  acquisitions.  All warrants  and  4,440,000  options  are  exercisable  immediately,  and  the remaining
options are exercisable on March 31, 2007. Options expire 5
 
 F-20
  GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 NOTE R -
STOCK OPTION AND WARRANT AGREEMENTS (CONTINUED)
 
 years from
the date of issuance and the warrants  expire three years from date
of issuance. The following is a summary of the Company's options and
warrants:
  Weighted
                
                
                
                
                
                WeightedOptions
                
                
                Average
                
                
                Warrants
                
                
                AverageOutstanding
                
                
                Exercise
      Price
                
                
                Outstanding
                
                
                Exercise
      PriceBalance,
      December 31, 2005Granted
                
                
                6,940,000
                
                
                $
                1.05
                
                
                
                6,200,000
                
                
                $
                1.06Exercised
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Cancelled
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Balance,
      December 31, 2006
                
                
                6,940,000
                
                
                $
                1.05
                
                
                
                6,200,000
                
                
                $
                1.06Granted
      (See Notes N and Oto
      Financial Statements)
                
                
                -
                
                
                
                -
                
                
                
                9,512,321
                
                
                
                0.30Exercised
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Cancelled
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Balance,
      December 31, 2007
                
                
                6,940,000
                
                
                $
                1.05
                
                
                
                15,712,321
                
                
                $
                0.60
  In 2006,
the average  fair value of options  granted was $0.79 and
the average  fair value
of  warrants  granted  was $0.10. The fair value
was  estimated  using binomial  lattice  option  pricing  models  based
on the  weighted  average assumptions of:
  Options
                WarrantsRisk-free
      rate
                4.82%
                4.53%
      - 5.13%Volatility
                180%
                177%
      - 180.1%Expected
      life
                5
      years
                3
      yearsDividend
      yield
                0%
                0%
    The
following summarizes stock options and warrants outstanding and exercisable at
December 31, 2007:
  Exercise
                    Price
                  
                  
                  Options
                    Outstanding
                  
                  
                  Weighted
                    Average
                    Life
                  
                  
                  Weighted
                    Average
                    Exercise
                    Price
                  
                  
                  Intrinsic
                    Value
                  
                  
                  Warrants
                    Outstanding
                  
                  
                  Weighted
                    Average
                    Life
                  
                  
                  Weighted
                    Average
                    Exercise
                    Price
                  
                  
                  Intrinsic
                    Value$
                  0.30
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,512,321
                  
                  
                  
                  4.52
                  
                  
                  $
                  0.30
                  
                  
                  
                  -$
                  0.60
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,000,000
                  
                  
                  
                  1.66
                  
                  
                  $
                  0.60
                  
                  
                  
                  -$
                  1.00
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,000,000
                  
                  
                  
                  1.76
                  
                  
                  $
                  1.00
                  
                  
                  
                  -$
                  1.05
                  
                  
                  
                  6,940,000
                  
                  
                  
                  3.24
                  
                  
                  $
                  1.05
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -$
                  2.00
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,200,000
                  
                  
                  
                  1.51
                  
                  
                  $
                  2.00
                  
                  
                  
                  -
 
 The
aggregate intrinsic value in the preceding table represents the total pretax
intrinsic value based on stock options and warrants with exercise prices less
than the Company’s closing stock price of $0.18 on December 31, 2007, which
would have been received by the option and warrant holders had those option and
warrant holders exercised their options or warrants as of that
date.
 
 During
the years ended December 31, 2007 and 2006, the Company recognized $608,581 and
$6,279,703, respectively, in expense related to the issuance of these options
and warrants which was credited to Additional Paid-In
Capital.
 
 NOTE S -
SUBSEQUENT EVENTS
 
 On
January 6, 2008, the Company issued a 12% Senior Promissory Note in the amount
of $176,600 to Halpern Capital for cash fees due them in connection with the
offering of 12% Senior Promissory Notes issued by the Company on various dates
between July 16, 2007 and October 4, 2007. (See Note M to Financial
Statements.)
 
 On
January 1, 2008, the Company issued two additional notes to Halpern Capital for
$5,000 and $50,000 for advances Halpern Capital made to the Company during the
fourth quarter for working capital.  The notes have the same term and
conditions as previously issued notes.  (See Note M to Financial
Statements.)
 
 On
January 31, 2008, the Board of Directors accepted the resignation of Roger Davis
as a Director and Chief Financial Officer.  On that same date, Mr.
Peter Voss was elevated to be Chairman and Chief Executive Officer replacing Mr.
Robert Kohn who became the Company’s Chief Financial Officer.
 
 On
February 25, 2008, the Company received its first installment from Bayview
concepts, PTY in the amount of $1,400,000 relating to the receivable of
$4,000,000 on the sale of the Australian subsidiaries.
 
 F-21
 
   GLOBAL
REALTY DEVELOPMENT CORP. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  NOTE S -
SUBSEQUENT EVENTS (CONTINUED)
   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.
  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.
 
 On April
4, 2008, the Company consummated the closing of, and become 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 stockholders
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
connection 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 $0.15 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.
 
 The
Company has arranged to borrow $85,000 from Accrued Equities for professional
fees to complete its annual SEC Form 10K filing.
   
 F-22






SIGNATURES
  
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  GLOBAL REALTY DEVELOPMENT
      CORPORATIONBy:
                /s/ Robert
      KohnRobert
      KohnChief
      Financial Officer
  In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
  NAME
              
              TITLE
              
              DATE/s/ Peter
      Voss
              
              Director and
      Chief Executive Officer
              
              May 16,
      2008Peter Voss/s/ Robert
      Kohn
              
              Director and Chief
      Financial Officer
              
              May 16,
    2008Robert
Kohn
     53