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, 2005

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

                        Commission File Number: 000-32467

                         Global Realty Development Corp.
                         -------------------------------
                 (Name of small business issuer in its charter)

            Delaware                                     13-41058242
  (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 [ ] No [X]

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]

The Issuer's revenues for the year ending December 31, 2005 were $131,551.

As of May 5th,  2006 the number of shares  outstanding  of the  Issuer's  common
stock was 90,631,469.

As of May 5th, 2006 the aggregate  number of shares held by  non-affiliates  was
approximately 21,415,004.

As of May 5th, 2006 the aggregate market value of the Issuer's common stock held
by non-affiliates  was $19,915,954,  based on the average bid and asked price of
$.93 per share as of May 4th, 2006.

DOCUMENTS INCORPORATED BY REFERENCE  None
<PAGE>



                                   FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

                                      INDEX

                                     PART I
<TABLE>
<CAPTION>


                                                                                         Page
<S>  <C>                                                                                 <C>
Item 1.        Description of Business                                                   4
Item 2.        Description of Property                                                   6
Item 3.        Legal Proceedings                                                         8
Item 4.        Submission of Matters to a Vote of Security Holders                       8

                                     PART II

Item 5.        Market for the Registrant's Common Equity,                                9
               Related Stockholder Matters and Small Business Issuer Purchases
               of Equity Securities
Item 6.        Management's Discussion and Analysis or Plan of Operation                 9
Item 7.        Financial Statements                                                     14
Item 8.        Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                                      30
Item 8A.       Controls and Procedures                                                  30
Item 8B        Other Information                                                        30

                                    PART III

Item 9.        Directors, Executive Officers, Promoters and Control Persons; Compliance
               with Section 16(A) of the Exchange Act.                                  31
Item 10.       Executive Compensation                                                   32
Item 11.       Security Ownership of Certain Beneficial Owners and Management and
               Related Stockholder Matters                                              34
Item 12.       Certain Relationships and Related Transactions                           36
Item 13.       Exhibits                                                                 37
Item 14        Principal Accountant Fees and Services                                   37
SIGNATURES                                                                              38
</TABLE>

                                       2
<PAGE>
                 STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

In this annual report,  references to "Global Realty  Development  Corporation,"
"GRD," "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

                                       3
<PAGE>
                                     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 and three wholly-owned  Australian
subsidiaries:  (i) Australian  Agriculture and Property Management Limited, (ii)
No. 2 Holdings Pty. Ltd., and(iii) Victorian Land Holdings 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,  Ltd. and now operates through four
wholly-owned Australian subsidiaries.

Overview of Business

     Prior to the Share  Exchange  Agreement,  the Company had no operations and
was seeking to acquire  another  business.  The Company,  through its Australian
subsidiaries, is engaged in the real estate development business in Australia.

Real Estate Development

     To date,  the  Company's  primary  business has been land  development  for
commercial and residential use with properties  located  primarily 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 or
residential  development by building  roads,  putting in utilities and obtaining
zoning. Once the land owned by the Company has basic utilities,  the Company may
sell unimproved land to other developers or home builders, sell improved land to
other  developers or home builders or  participate  in joint ventures with other
developers,  investors  or  homebuilders  to finance  and  construct  additional
infrastructures and homes.


     The Australian government has targeted certain areas within the country for
real estate  development.  The Company has purchased and intends to purchase raw
land in these  targeted  areas and intends to develop the properties by building
infrastructure,  such as roads and  utilities.  The Australian  government  then
provides these  targeted areas with mass transit and additional  infrastructures
necessary  for further  development  of these  areas.  The work  provided by the
government  therefore adds value to the properties acquired or to be acquired by
the Company. The Company has accumulated a land bank by securing major tracks of
land in the zoned development corridors in many major eastern seaboard cities in
Australia. Currently the Company has 23 residential and commercial land projects
in its  portfolio  with the  majority of the  Company's  projects on the eastern
seaboard of Australia.  Each of the individual  developments range from 17 - 302
home sites in size and are specifically  designed and constructed to meet market
considerations,  accounting for sensitivities of specific community requirements
and needs.

     Generally, the Company's approach to projects is to acquire, subdivide, add
infrastructure  such  as  roads  and  utilities,  develop,  and  either  sell to
homebuilders or build and sell the real estate.

Additional Business Opportunities

     During 2006, the Company will focus its immediate  efforts on (i) acquiring
and  developing  properties  in  Australia  that the  Company has  targeted  for
purchase or currently  owns,  (ii)  evaluating  real estate  developments in the
United States and (iii) evaluating the acquisition of Pachinko  parlors,  a $250
Billion  industry  and one of the  largest  industries  in Japan.  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.

     The  Company  is  in  discussions  with  various  potential  joint  venture
development  partners.  These  discussions  include  equity  and  debt  for  the
development of real estate properties in the United States and Australia and 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.

                                       4
<PAGE>

Real Estate and Entertainment Developments United States

     The Company is actively pursuing  discussions with  builder/owner-operators
of Amusement Parks and Advanced  Electronic  Imagery.  The Company believes that
having an entertainment  project or projects will be consistent with its overall
plans for real estate  development in the United States. The plans would include
lot  acquisitions  and residential  and commercial  build-out of the surrounding
areas of the entertainment projects.

     The  Company  is  in  discussions  with  various  potential  joint  venture
development  partners.  These  discussions  include  equity  and  debt  for  the
acquisition of real estate and the development of real estate  properties in the
United States. To date, there have been no definitive  agreements  executed with
respect to any projects to be undertaken or financing  arrangements for any such
projects.

Pachinko Industry

     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 $252
Billion. Approximately 318,000 people are employed in the pachinko industry.

     These sales figures are about 4.7 times more than the U.S. casino 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 over
16,504 Pachinko parlors in Japan.

     The Company will face stiff  competition  with over 16,504 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.  These companies include Wynn Resorts,  Limited  (NadsaqNM:  WYNN) - Wynn
Macau, and Las Vegas Sands Corp (NYSE: LVS) - Sands Macau Casino.

Competition

     The real estate development  industry is highly competitive and fragmented.
The Company does not have a significant market presence in any of the geographic
areas where it currently  has  development  projects or where it expects to have
projects in the future.  Most of the Company's  competitors  have  substantially
greater financial resources than those of the Company, and they have much larger
staffs and  marketing  organizations.  However,  the  Company  believes  that it
competes  effectively  in its  existing  markets as a result of its  development
expertise  and  its  use  of  consultants,   which  provides  the  Company  with
flexibility  in  choosing  its  projects.  The  Company  has seen the  financial
resources of its competitors increase as a result of the industry  consolidation
experienced in the past few years. As the Company enters and until it develops a
reputation  in a new  market  area,  the  Company  can  expect to face even more
significant competitive pressures.

Government Regulation

     The  housing and land  development  industries  are  subject to  increasing
environmental,  building,  zoning and real estate sales  regulations  by various
governmental   authorities.   Such   regulations   affect  land  development  by
specifying, among other things, certain aspects of land use and building design,
as well as the  manner  in which  the  Company  conducts  sales  activities  and
otherwise deals with customers.  Such regulations affect development  activities
by directly affecting the viability and timing of projects.

     The Company  must obtain the  approval of numerous  government  authorities
which regulate such matters as land use and level of density,  the  installation
of utility  services,  such as water and waste  disposal,  and the dedication of
acreage for open space,  parks,  schools and other community  purposes.  If such
authorities determine that existing utility services will not adequately support
proposed  development   (including  possibly  in  ongoing  projects),   building
moratoria may be imposed.  As a result, the Company devotes an increasing amount
of time to evaluating the impact of governmental restrictions imposed upon a new
residential development.  Furthermore, as local circumstances or applicable laws
change,  the  Company  may  be  required  to  obtain  additional   approvals  or
modifications  of  approvals  previously  obtained  or even stop all work.  Such
increasing  regulation may result in a significant increase in time (and related
carrying  costs)  between  the  Company's  initial  acquisition  of land and the
commencement  and  completion of its  developments.  In addition,  the extent to
which the Company  participates in land  development  activities  subjects it to
greater exposure to regulatory risks.

                                       5
<PAGE>
Environmental and Regulatory Matters

     Before the  Company  can  develop a  property,  it must obtain a variety of
discretionary  approvals from various  government  bodies,  with respect to such
matters as zoning, subdivision, grading, architecture and environmental matters.
The  entitlement  approval  process  is often a lengthy  and  complex  procedure
requiring,  among other things,  the submission of development plans and reports
and presentations at public hearings. Because of the provisional nature of these
approvals and the concerns of various  environmental and public interest groups,
the  approval  process  can  be  delayed  by  withdrawals  or  modifications  of
preliminary  approvals and by  litigation  and appeals  challenging  development
rights.  Accordingly,  the  ability of the  Company to  develop  properties  and
realize  income  from  such  projects  could  be  delayed  or  prevented  due to
litigation challenging previously obtained governmental  approvals.  The Company
may also be  subject  to  periodic  delays  or may be  precluded  entirely  from
developing in certain  communities due to building  moratoriums or "slow-growth"
or "no-growth" initiatives that could be implemented in the future.

     The Company has expended and will continue to expend significant  financial
resources  to  comply  with  environmental   regulations  and  local  permitting
requirements.  Although the Company  believes that its operations are in general
compliance with applicable environmental  regulations,  certain risks of unknown
costs and  liabilities  are inherent in developing  and owning real estate.  The
Company does not believe that such costs will have a material  adverse effect on
its business, financial condition or results of operations.

Employees

     As of  December  31,  2005,  the  Company  had a total of three  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.

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 Australia, the United States and Japan.

ITEM 2. DESCRIPTION OF PROPERTY

     The  Company's  principal  facility  is at  Level 4,  973  Napean  Highway,
Moorabbin,  3189 Victoria,  Australia.  The office site is  approximately  7,534
square feet where the rental is approximately  $8,500 per month. The lease has a
current  three year term with two  additional  three year  options.  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.

     The  Company  owns an office  complex  on 2.72  acres at 65 Green Hill Rd.,
Wayville  SA,  which has 5,382  square  feet of office  space which it leases to
tenants. The mortgage on this property as of December 31, 2005 was $489,654.  In
addition,  the  Company  owns 254  acres  of  agricultural  investment  property
consisting of plantations. This property is located at 578 Mountain Top Road and
has an outstanding mortgage at December 31, 2005 of $550,000.

     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  $600 per month. The lease is currently a one
year lease.  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.

                                       6
<PAGE>
     The following are the properties of the Company and its subsidiaries, which
are owned in connection with its business activities:
<TABLE>
<CAPTION>
------------------------------- ----------------------- --------- ----------------------------------------------------
Property                        Location                Acres     Present or Planned Use
------------------------------- ----------------------- --------- ----------------------------------------------------
<S>                                <C>                 <C>         <C>
Boags Road, Leongatha           Victoria                98        55 allotments ranging from 1 acre to 7.25 acres. A
                                                                  planning permit has been granted for this property.
------------------------------- ----------------------- --------- ----------------------------------------------------
Switchback Road                 Victoria                *         Key to larger development
Chirnside Park
------------------------------- ----------------------- --------- ----------------------------------------------------
Collard Drive                   Victoria                8         Held  pending  acquisition  of  further  parcels of
Diamond Creek                                                     land. Currently could subdivide into 30 lots
------------------------------- ----------------------- --------- ----------------------------------------------------
Eggersdorf Road                 Queensland              20        Sold for  AUD12,000,000,  subject to a DA  planning
Ormeau                                                            approval - settlement January 2007
------------------------------- ----------------------- --------- ----------------------------------------------------
Rifle Range Road                Queensland              23        Nearly completed 98 lot subdivision,  needs 4 weeks
Pimpama                                                           on site by construction company.
------------------------------- ----------------------- --------- ----------------------------------------------------
Yawalpah Road                   Queensland              5         24 lot subdivision to start within 12 months
Coomera
------------------------------- ----------------------- --------- ----------------------------------------------------
Ghostgum Road                   Queensland              8         Sold    unconditionally    in   April   2006,   for
Coomera                                                           AUD2,000,000
------------------------------- ----------------------- --------- ----------------------------------------------------
Reserve Road                    Queensland              10        34 lot subdivision to start in 18 months.
Upper Coomera
------------------------------- ----------------------- --------- ----------------------------------------------------
Baileys Creek Road              Queensland              10        17 lot subdivision to start in 12 months.
Upper Coomera
------------------------------- ----------------------- --------- ----------------------------------------------------
Mountain Top Road               New South Wales         249       Paulownia tree  plantation  with some Macadamia nut
Mountain Top via Nimbin                                           trees
------------------------------- ----------------------- --------- ----------------------------------------------------
Greenhill Road                  South Australia         *         Rental Investment with plans to extend.
Wayville
------------------------------- ----------------------- --------- ----------------------------------------------------
Collard Drive                   Victoria                30        Immediate  subdivisions  start  available  into 108
Diamond Creek                                                     blocks.
------------------------------- ----------------------- --------- ----------------------------------------------------
Berwick Cranbourne Road         Victoria                30        Three  years  to  rezone,  10  acres  destined  for
Cranbourne                                                        commercial zoning.
------------------------------- ----------------------- --------- ----------------------------------------------------
Berwick Cranbourne Road         Victoria                66        302 lots available,  Rezoning available in short to
Cranbourne                                                        medium term.
------------------------------- ----------------------- --------- ----------------------------------------------------
High Street                     Victoria                *         Old  Factory   structure,   subdividable   into  29
Preston                                                           residential units and 2 commercial units.
------------------------------- ----------------------- --------- ----------------------------------------------------
Thompsons Road                  Victoria                68        149 lots, long term project for re zoning.
Clyde North
------------------------------- ----------------------- --------- ----------------------------------------------------
Hardys Road                     Victoria                59        112 lots, medium to long term project.
Clyde
------------------------------- ----------------------- --------- ----------------------------------------------------
Settlement Road                 Victoria                16        71  lot  subdivision,  available  to  start  in the
Drouin                                                            short term
------------------------------- ----------------------- --------- ----------------------------------------------------
Waverley Drive Pimpama          Queensland              19        Short term project for an 81 lot subdivision.
------------------------------- ----------------------- --------- ----------------------------------------------------
Pacific Highway                 New South Wales         *         67 single and two story  units  available  to start
Hamlyn Terrace                                                    in the short term.
------------------------------- ----------------------- --------- ----------------------------------------------------
Winery Lane                     Victoria                9         Seeking planning approvals on various applications.
Gisborne
------------------------------- ----------------------- --------- ----------------------------------------------------
Racecourse Road                 Queensland              3         Existing  6  story  permit,   permission  is  being
Bundall                                                           sought to extend to 20 stories.
------------------------------- ----------------------- --------- ----------------------------------------------------
Beattys Road                    Victoria                152       Awaiting zoning in the medium term.
Hillside
------------------------------- ----------------------- --------- ----------------------------------------------------
Wollahra Rise                   Victoria                30        Has been  rezoned,  likely start within 3 years for
Wyndam Vale                                                       150 lots.
------------------------------- ----------------------- --------- ----------------------------------------------------
</TABLE>
* Less than 1 acre.

                                       7
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

     On December 13, 2004, in connection  with an action being brought against a
shareholder  of the  Company,  the  Supreme  Court  of  Victoria  in  Melbourne,
Australia  placed an  injunction  against  all of the  Company's  wholly-  owned
subsidiaries which restricted the Company's ability to sell real estate holdings
and prohibited certain business  transactions.  The Supreme Court of Victoria on
March 3, 2006 ruled in favor of the Company without any payment  required by the
Company and removed the injunctions against all properties and assets.

     Because of the length of time it took for this matter to be  resolved,  the
Company  lost  various  properties  and could not operate for this past year and
therefore had no revenues from the sale of properties.  The Company held options
on  various  properties  which  were  also  lost  resulting  in the loss of many
opportunities. Our stock price also fell from $4.00 per share to under $1.00 per
share at times.  The  Company  has now  retained  Australian  counsel  to pursue
recovery  of  damages  which  we  believe  are  in  excess  of  AUD$79   Million
(approximately  $58 Million in US dollars)  plus the  resulting  losses from our
common stock devaluation. A hearing date of August 2006 has been set to hear our
claim costs as a non party.  The case to recover damages will follow the hearing
of the claim for costs at a date to be set by the Court.  We intend to file suit
to recover losses caused by this wrongful injunction for this past 15 months.

     In May 2006,  a Consent  Judgment,  in the amount of  $2,401,937.69  (which
includes  $100,663.20  of  attorneys  fees  and  costs,  as  well as  $1,701  of
interest),  was entered  against the Company in the United States District Court
for the Southern District of New York. The Consent Judgment was issued following
the submission by Sapphire  Developments  Limited of an Affirmation to the Court
based  upon the  Company's  failure  to make  payments  required  pursuant  to a
Settlement Agreement and Stipulation entered into between Sapphire  Developments
Limited  and the  Company  on April  12,  2006.  The  Settlement  Agreement  and
Stipulation  were  entered  into  following  the  commencement  of an  action by
Sapphire  Developments  Limited  in the  United  States  District  Court for the
Southern District of New York in January 2006 for inter alia breach of a certain
Pledge and Escrow  Agreement  and breach of  Contract  for  default on a certain
Promissory Note originally entered into between the parties on August 20, 2005.

     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  above, the Company is currently not aware of any
such legal proceedings or claims that it believes will have,  individually or in
the aggregate, a material adverse affect on its business, financial condition or
operating results.

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

         None



                                       8
<PAGE>
                                     PART II

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

     The  Company's  common stock is traded on the OTC Bulletin  Board under the
symbol "GRLY"

     As of May 5, 2006, there were 392 holders of record of 90,631,469 shares of
the Company's common stock. This does not reflect those shares held beneficially
or those shares held in "street" name.

     The company has not declared or paid any dividends on its common stock.  It
is anticipated  that all earnings in the foreseeable  future will be utilized to
fund the operation of its business.

     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           Low
       ----------------------------------- ----------------- ----------
       2005
       ----------------------------------- ----------------- ----------
              First Quarter                       7.00           2.00
       ----------------------------------- ----------------- ----------
              Second Quarter                      4.26           1.25
       ----------------------------------- ----------------- ----------
              Third Quarter                       2.10           1.02
       ----------------------------------- ----------------- ----------
              Fourth Quarter                      1.50            .38
       ----------------------------------- ----------------- ----------

       ----------------------------------- ----------------- ----------
       2004
       ----------------------------------- ----------------- ----------
              First Quarter                       0.89           0.25
       ----------------------------------- ----------------- ----------
              Second Quarter                      0.52           0.30
       ----------------------------------- ----------------- ----------
              Third Quarter*                      0.50           0.30
       ----------------------------------- ----------------- ----------
              Fourth Quarter                      3.00           0.50
       ----------------------------------- ----------------- ----------

       ----------------------------------- ----------------- ----------

Recent Issuances of Unregistered Securities.

     Effective April 7, 2006 the Company  retained  Redwood  Consultant,  LLC to
provide it with consulting  services and assist with stockholder  relations.  In
connection  thereto  the Company  issued to Redwood  Consultant,  LLC  2,100,000
shares  of  common  stock  of  the  Company,   which  issuance  is  exempt  from
registration under Section 4(2) of the Securities Act of 1933, as amended.

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

INTRODUCTION

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

                                       9
<PAGE>
Overview

     The  primary   objective  of  the  Company's   management  is  to  maximize
shareholder  wealth.  The  Company  attempts to  accomplish  this  objective  by
increasing  the number of real estate  development  projects  and seeking  other
business  opportunities.  Management  believes revenues and earned income can be
increased  by acquiring  the  remaining  properties  the Company has targeted in
Australia and by acquiring interests in real estate development  projects in the
United  States.  Management  further  believes  by working  with  joint  venture
partners,  it can  rapidly  begin to develop  real  estate  projects  throughout
Australia, the United States and other countries.

     The Company to date has been  primarily a commercial and  residential  land
development  and  homebuilding  company  with  properties  located  primarily 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,
sell improved land to other developers or homebuilders,  or participate in joint
ventures  with other  developers,  investors  or  homebuilders  to  finance  and
construct infrastructure and homes.

     The Company currently has on-going  Australian projects on various seaboard
cities of the Eastern coastal regions of Australia.  The Company's  inventory of
entitled  land  available  for projects will always be limited by its ability to
finance new projects.  Therefore, the Company has begun discussions with various
financing  organizations  for the purpose of providing lines of credit and other
financings  for  current  and  future  real  estate  projects.  The  Company  is
continuing to pursue lot acquisition opportunities throughout Australia.

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

     During 2004 the  Supreme  Court of Victoria  in  Melbourne,  Australia  had
issued an order to  restrain  business  operations  of the  subsidiaries  of the
Company. Due to that order, the Company suffered damages and losses. As of March
3, 2006 the  Supreme  Court of Victoria in  Melbourne,  Australia  has issued an
order  immediately  releasing  all  of the  properties  held  by  the  Company's
Australian  subsidiaries  from all restraints that were in effect as a result of
an action  being  brought  against a  shareholder  of the Company in the Supreme
Court of Victoria in Melbourne,  Australia.  The favorable ruling, which results
in the  immediate  turning  over of all cash funds,  real estate  assets and the
operations of the Company's Australian subsidiaries back to the Company, did not
require the Company to make any payments.

     Because  of  wrongful  injunction  for the  past 15  months,  all  sales of
properties were stopped as well as development activities.  Therefore,  revenues
were only a result of rental income for 2005.

     The Company  intends to pursue the  recovery of damages and losses which it
believes is in excess of $79 Million AUD. A hearing date of August 2006 has been
set to hear our claim  costs as a non party.  The case to recover  damages  will
follow the hearing of the claim for costs at a date to be set by the Court.

CRITICAL ACCOUNTING POLICIES

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

     Not all of the accounting  policies  require  management to make difficult,
subjective or complex judgments or estimates.  However,  the following  policies
could be deemed to be critical within the SEC definition.

                                       10
<PAGE>
Revenue and Cost Recognition

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

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

Use of Estimates:

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

Fair Value of Financial Instruments:

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

RESULTS OF OPERATIONS

     Year Ended December 31, 2005 Compared to Year Ended December 31, 2004
<TABLE>
<CAPTION>
                                               Twelve Months                        Twelve Months
                                               Ended                                Ended
                                               December 31,   2005                  December 31, 2004
                                               -----------------                    -----------------
<S>                                            <C>                                  <C>
Total Revenue . . . . . . .                    $         131,551                    $       5,021,135
                                               =================                    =================

Cost of Sales                                  $       7,443,080                    $       3,268,861


Selling, General and Administrative Expenses   $       1,113,297                    $         490,068


Other Income (Expense)
Provision for doubtful accounts                $       1,617,453                    $               0
Depreciation                                   $           9,218                    $           6,196
Interest Expense                               $         591,214                    $         357,979
One Time Stock Compensation Expense            $               0                    $       2,745,000
Income Taxes                                   $               0                    $       1,025,403

</TABLE>
                                       11
<PAGE>
TWELVE MONTHS ENDED DECEMBER 31, 2005 VS. TWELVE MONTHS ENDED DECEMBER 31, 2004

Revenues of $131,551  for the twelve  month  period  ended  December 31, 2005 as
compared to $5,021,135  for the twelve month period ended December 31, 2004 is a
direct  result due to the  sanctions  imposed by the Supreme  Court of Victoria,
Australia. Because of the injunctions the Company could not sell any land.

The cost of sales of $7,443,080  for the twelve month period ended  December 31,
2005 as compared to  $3,268,861,  the cost of sales for the twelve  month period
ended  December 31, 2004.  For 2005 a provision  for loss on future sale of land
has been included for $7,443,080.

Expenses  from  operations  were  $1,113,297  for the twelve  month period ended
December  31, 2005 as  compared  with  $490,068  for the  respective  prior year
period.  The  increase  from  2004 to  2005 is due  primarily  to  increases  in
personnel and related costs,  legal and accounting fees related to the sanctions
imposed by the Supreme Court of Victoria, Australia.

There was $-0-  non-cash  stock based  compensation  for the twelve months ended
December  31, 2005 as opposed to a one time  non-cash  stock based  compensation
charge of $2,745,000 during the twelve months ended December 31, 2004 for 2005.

During the twelve month period ended  December 31, 2005 net interest  expense of
$591,214 as compared  with net  interest  expense of $357,979  during the twelve
month period ended December 31, 2004, respectively.

$0 income taxes for the twelve month period ended  December 31, 2005 as compared
to income taxes of  $1,025,403  for the twelve  month period ended  December 31,
2004.

Net Loss of  $10,642,711  for the twelve month period ended December 31, 2005 as
compared to a Net Loss of $2,872,372  for the twelve month period ended December
31, 2004 is a direct result due to the sanctions imposed by the Supreme Court of
Victoria, Australia.

The  Company  had a  decrease  in  accounts  payable  and other  liabilities  of
$10,807,267  for the period ended  December 31, 2005 as compared with a decrease
of $12,293,575 for the period ended December 31, 2004.

Stockholders' equity decreased by $11,441,534 for the period ending December 31,
2005  compared to an increase of  $2,648,601  for the period ended  December 31,
2004 which is a direct result due to the sanctions  imposed by the Supreme Court
of Victoria, Australia.

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 2005,  because of the  sanctions  of the Court,  the Company had
limited  operating  abilities,  and, as a result,  had  negative  cash flow from
operations. Global needs to raise additional financing through public or private
equity financing, bank financing or other sources of capital for the purposes of
acquiring new real estate development  properties and further development of its
existing  properties.  Global also intends to sell  properties  to increase cash
flows now that the  restraining  order  has been  released.  We  cannot  predict
whether  we will be  successful  in  obtaining  sufficient  capital  to fund the
acquisition  of  new  real  estate   development   properties  and  the  further
development of existing properties.  If we are unable to obtain sufficient funds
in the near  future,  such event will delay the  acquisition  of new real estate
development  properties and the further  development of existing  properties and
likely will have a material adverse impact on us and our business prospects.

Global's cash and cash equivalents  decreased  $118,425 during the twelve months
ended December 31, 2005. Cash flows used by operating activities of $(1,334,383)
and cash flows used by investing activities of $0 were less than cash flows from
financing activities of $2,014,786.

Operating  activities used cash flows to decrease the Company's accounts payable
and  liabilities  for the twelve  months  ended  December  31, 2005 and decrease
inventories.  Investing  activities  were  $ 0 as a  direct  result  due  to the
sanctions  imposed  by the  Supreme  Court  of  Victoria,  Australia.  Financing
activities  provided  cash flows in the form of  unsecured  loans  from  related
parties and mortgage notes payable.

                                       12
<PAGE>
EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In January 2003, the Financial  Accounting  Standards Board ("FASB") issued
interpretation  No.  46R  ("FIN  46R"),   "Consolidation  of  Variable  Interest
Entities."  Until this  interpretation,  a company  generally  included  another
entity in its consolidated financial statements only if it controlled the entity
through  voting  interests.  FIN 46R  requires a variable  interest  entity,  as
defined,  to be  consolidated  by a company  if that  company  is  subject  to a
majority of the risk of loss from the variable interest  entity's  activities or
is entitled  to receive a majority of the  entity's  residual  returns.  Certain
provisions of FIN46R were deferred until the period ending after March 15, 2004.

     On April 30,  2003,  the FASB issued  Statement  No. 149 ("SFAS No.  149"),
"Amendment of Statement 133 on Derivative  Instruments and Hedging  Activities."
SFAS No.  149  amends  and  clarifies  accounting  for  derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities  under  Statement  No. 133. In  particular,  this  statement
clarifies  under what  circumstances  a contract with an initial net  investment
meets the  characteristic of a derivative as discussed in Statement No. 133, and
it clarifies  when a derivative  contains a financing  component  that  warrants
special  reporting in the statement of cash flows. SFAS No. 149 is effective for
contracts  entered  into or  modified  after  June  30,  2003  and  for  hedging
relationships designated after June 30, 2003 and is to be applied prospectively.
Upon adoption of SFAS No. 149,  there was no effect on its  financial  position,
cash flows or results of operations.

     On May 15,  2003,  the FASB  issued  Statement  No.  150 ("FAS  No.  150"),
Accounting  for  Certain  Financial  Instruments  with  Characteristics  of Both
Liabilities  and Equity.  FAS No. 150  establishes  standards  for how an issuer
classifies and measures certain financial  instruments with  characteristics  of
both  liabilities  and equity.  It requires that an issuer  classify a financial
instrument  that is  within  its  scope  as a  liability  (or an  asset  in some
circumstances).  FAS No. 150 affects the issuer's  accounting for three types of
freestanding financial instruments.

     o    mandatory redeemable shares, which the issuing company is obligated to
          buy back in exchange for cash or other assets

     o    instruments  that do or may require the issuer to buy back some of its
          shares in exchange for cash or other assets;  includes put options and
          forward purchase contracts

     o    obligations  that can be settled  with shares,  the monetary  value of
          which is fixed,  tied solely or  predominantly to a variable such as a
          market  index,  or varies  inversely  with the  value of the  issuers'
          shares.

     FAS No. 150 does not apply to features  embedded in a financial  instrument
that is not a derivative in its entirety. Most of the guidance in FAS No. 150 is
effective for all financial  instruments  entered into or modified after May 31,
2003,  and otherwise is effective at the  beginning of the first interim  period
beginning  after June 15,  2003.  Upon  adoption of SFAS No.  150,  there was no
effect on its financial position, cash flows or results of operations.

     FASB Statement 123 (Revision  2004),  "Share-Based  Payment," was issued in
December 2004 and is effective for reporting  periods  beginning  after June 15,
2005.  The new statement  requires all  share-based  payments to employees to be
recognized in the financial  statements based on their fair values.  The Company
currently accounts for its share-based payments to employees under the intrinsic
value method of accounting set forth in Accounting  Principles Board Opinion No.
25,  "Accounting  for Stock  Issues to  Employees."  Additionally,  the  company
complies with the stock-based employer compensation  disclosure  requirements of
SFAS  No.  148,  "Accounting  for  Stock-Based  Compensation  -  Transition  and
Disclosure,  an amendment of FASB Statement No. 123." The Company plans to adopt
the new statement in its financial  statements for the quarter ending  September
2005.

     Given the facts and  circumstances  described  above,  the Company believes
that the eventual  development  of the above projects will result in realization
of an amount that is  substantially  in excess of the book value of the projects
acquired  and  presently  reflected  in  the  Company's  consolidated  financial
statements.  The Company has received  outside  appraisals  on an "as  developed
basis" which have  supported the  Company's  beliefs,  although  there can be no
assurance that those beliefs will be validated or realized.

                                       13
<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENT INDEX

                                                                            Page

Report of Independent Registered Public Accounting Firm......................16

Consolidated Balance Sheets.............................. ...................17

Consolidated Statements of Operations........................................18

Consolidated Statements of Cash Flows .......................................19

Consolidated Statements of Stockholders' Equity .............................20

Notes to the Consolidated Financial Statements ..............................22



                                       14
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


                              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.
Victoria, Australia

We have audited the  accompanying  consolidated  balance sheets of Global Realty
Development Corp. as of December 31, 2005 and 2004 and the related  consolidated
statements of operations,  stockholders'  equity, and cash flows for each of the
two years in the period ended December 31, 2005.  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 consolidated  financial  position of the
Company as of December 31, 2005 and 2004,  and the  consolidated  results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December  31,  2005,  in  conformity  with U.S.  generally  accepted  accounting
principles.

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
$10,642,711  and  $2,872,372  for the years  ended  December  31, 2005 and 2004,
respectively.  These  conditions  raise  substantial  doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
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 12, 2006

                                       15
<PAGE>

                         GLOBAL REALTY DEVELOPMENT CORP.

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                        December 31,
                                                                                ------------------------------
                                                                                    2005            2004
                                                                                --------------  --------------
                                     ASSETS
<S>                                                                             <C>             <C>
Cash and cash equivalents                                                       $       20,670  $      139,095
Inventories-at the lower of cost or
   fair value-lots held for sale                                                    51,263,289      76,851,026
Miscellaneous receivables                                                               33,433           5,289
Receivable from related party                                                          574,672       1,453,783
Property, plant and equipment                                                        1,591,138       1,600,355
Prepaid expenses and other assets                                                      310,421
                                                                                --------------  --------------

       Total Assets                                                             $   53,793,623  $   80,049,548
                                                                                ==============  ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Convertible subordinated note                                                $    2,400,000
   Accounts payable and other liabilities                                           11,422,129  $   37,695,139
   Mortgage notes payable                                                           20,926,845      20,068,258
   Accrued interest expense                                                            699,463         106,663
   Loans from related parties-unsecured                                              1,849,543
   Loans from related parties-secured                                                5,160,888
   Income taxes payable                                                              2,346,735       2,316,068
   Other taxes payable                                                                 566,138
                                                                                --------------  --------------

       Total Liabilities                                                            45,371,741      60,186,128
Stockholders' Equity:
   Preferred stock, $0.001 par value, 10,000,000 shares
     authorized, no shares issued and outstanding
   Common stock $0.001 par value, 90,000,000 shares
     authorized , 86,054,334  shares issued and outstanding
     at December 31, 2005 and 2004                                                      86,054          86,054
Paid in capital                                                                     19,693,803      19,693,803
   Accumulated other comprehensive income                                            1,244,653       2,043,480
Retained earnings (deficit)                                                        (12,602,628)     (1,959,917)
                                                                                --------------  --------------
       Total Stockholders' Equity                                                    8,421,882      19,863,420
                                                                                --------------  --------------
       Total Liabilities and Stockholders' Equity                               $   53,793,623  $   80,049,548
                                                                                ==============  ==============

</TABLE>
                 See accompanying notes to financial statements.

                                       16
<PAGE>

                         GLOBAL REALTY DEVELOPMENT CORP.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                   Year Ended December 31,
                                                                                   2005              2004
                                                                                --------------  --------------
<S>                                                                             <C>                    <C>
Revenues:
   Land sales                                                                                   $    4,893,376
   Other                                                                        $      131,551         127,759
                                                                                --------------  --------------
     Total Revenue                                                                     131,551       5,021,135
Expenses:
   Cost of sales, including provision for loss on
     future sale of land of $7,443,080 and $757,865 in
     2005 and 2004, respectively                                                     7,443,080       3,268,861
   Administrative                                                                    1,113,297         490,068
   Provision for doubtful accounts                                                   1,617,453
   Stock based compensation                                                                          2,745,000
   Interest                                                                            591,214         357,979
   Depreciation                                                                          9,218           6,196
                                                                                --------------  --------------
     Total Expenses                                                                 10,774,262       6,868,104
                                                                                --------------  --------------
Income (loss) before income taxes                                                  (10,642,711)     (1,846,969)
Income taxes                                                                                         1,025,403
                                                                                --------------  --------------
Net income (loss)                                                               $  (10,642,711) $   (2,872,372)
                                                                                ==============  ==============

Net (loss) income per common share
   (basic and diluted)                                                          $        (0.12) $        (0.03)
                                                                                ==============  ==============
Weighted average common shares outstanding                                          86,054,334      86,054,334
                                                                                ==============  ==============

</TABLE>
                 See accompanying notes to financial statements.

                                       17
<PAGE>
                         GLOBAL REALTY DEVELOPMENT CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                    Year Ended December 31,
                                                                                    2005           2004
                                                                                -------------  -------------
<S>                                                                             <C>            <C>
CASH FLOWS FROM
OPERATING
   ACTIVITIES
   Net income (loss)                                                            $ (10,642,711) $  (2,872,372)
Adjustments to reconcile net income to
     cash flows used in operating activities:
       Depreciation                                                                     9,218          6,196
       Provision for inventory loss                                                 7,443,080        528,694
       Provision for doubtful accounts                                              1,367,453
       Stock based compensation                                                                    2,745,000
   Changes in operating activities:
     (Increase) decrease in prepaid expenses                                         (310,421)       283,914
     (Increase) decrease in inventories                                            23,587,544      2,312,226
(Increase) decrease in receivables                                                    (28,144)     1,280,593
     (Increase) in related party receivable                                          (108,322)    (3,440,923)
     (Decrease) increase in accounts payable and
       other liabilities                                                          (23,841,685)   (12,293,575)
     Increase in accrued interest                                                     592,800
     Increase in taxes payable                                                        596,805        887,956
                                                                                -------------  -------------
       NET CASH USED IN OPERATING
            ACTIVITIES                                                             (1,334,383)   (10,562,291)
                                                                                -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                                                              (37,628)
                                                                                -------------  -------------
       NET CASH USED IN INVESTING
         ACTIVITIES                                                                                  (37,628)
                                                                                -------------  -------------

CASH FLOWS FROM FINANCING  ACTIVITIES
   Mortgages notes payable                                                            858,587
   Loans from related parties, unsecured                                            1,156,199     10,695,934
   Capital contributions                                                                             250,000
                                                                                -------------  -------------
       NET CASH PROVIDED BY FINANCING
         ACTIVITIES                                                                 2,014,786     10,445,934
                                                                                -------------  -------------

EFFECT OF EXCHANGE RATE
   CHANGES ON CASH                                                                   (798,828)        21,900
                                                                                -------------  -------------
(DECREASE) INCREASE IN CASH                                                          (118,425)       117,915
CASH, BEGINNING OF PERIOD                                                             139,095         21,180
                                                                                -------------  -------------
CASH, END OF PERIOD                                                             $      20,670  $     139,095
                                                                                =============  =============

SUPPLEMENTAL CASH FLOW INFORMATION
   Non-cash refinancing of accounts payable/inventories                             2,431,325     12,729,894
   Contingent capital shares payable for land purchases                             5,784,155
   Non-cash refinancing of related party loans/inventories                          2,919,635
   Convertible subordinated note                                                    2,400,000
   Receivable from related party, secured                                            (574,672)
   Provision for doubtful accounts                                                  1,367,453
   Non-cash tax offset to related party loan                                          829,578

                 See accompanying notes to financial statements.
</TABLE>
                                       18
<PAGE>
                         GLOBAL REALTY DEVELOPMENT CORP.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                        Accumulated
                                                                Additional                 Other           Total
                                      Common Stock               Paid In      Retained   Comprehensive  Stockholders
                                         Shares        Amount    Capital      Earnings   Income (Loss)    Equity
                                     -------------------------------------------------------------------------------
<S>                                       <C>            <C>        <C>         <C>           <C>           <C>
Balance, December 31, 2002                  100    $     315                  $ 380,784   $   34,900    $   415,999
Additional capital contribution                                 $1,704,567                                1,704,567
Net income for the year ended
   December 31, 2004                                                            531,671                     531,671
Adjustments from exchange rate
   changes                                                                                    (3,636)        (3,636)
                                                                                                        -----------
Comprehensive income                                                                                        528,035
                                     ----------    ---------    ----------    ---------   ----------    -----------
Balance, December 31, 2004
   prior to reverse merger                  100          315     1,704,567      912,455       31,264      2,648,601
Reverse merger (Note 1)
   Exchange of AAPD shares
     for Global Wireless Satellite
     Networks [USA], Inc,                  (100)        (315)          315
   Stockholder's equity of Global
     Wireless Satellite Networks,
     [USA], Inc. at date of merger    1,054,334        1,054     1,113,150   (1,114,204)
   Reverse merger capitalization                                (1,114,204)   1,114,204
   Issuance of shares at date of
     merger                          85,000,000       85,000       (85,000)
                                     ----------    ---------    ----------    ---------   ----------    -----------
Balance December 31, 2004
   after giving retroactive
   effect to reverse merger          86,054,334       86,054     1,618,828      912,455       31,264      2,648,601




                 See accompanying notes to financial statements.


                                       19
<PAGE>
                         GLOBAL REALTY DEVELOPMENT CORP.

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)





                                                                                        Accumulated
                                                                Additional                 Other           Total
                                      Common Stock               Paid In      Retained   Comprehensive  Stockholders
                                         Shares        Amount    Capital      Earnings   Income (Loss)    Equity
                                     -------------------------------------------------------------------------------

Capital contribution at date of
   Reverse Merger                                                  250,000                                  250,000
Conversion of related party loans
   to equity                                                    15,079,975                               15,079,975
Issuance of common stock for
   consulting services                                           2,745,000                                2,745,000
Net loss for the year ended
   December 31, 2004                                                         (2,872,372)                 (2,872,372)
Adjustments from exchange
    rate changes                                                                           2,012,216      2,012,216
                                                                                                        -----------
Comprehensive loss                                                                                          860,156
                                     ----------    ---------    ----------    ---------   ----------    -----------
Balance, December 31, 2004           86,054,334       86,054    19,693,803   (1,959,917)   2,043,480     19,863,420
                                     ----------    ---------    ----------    ---------   ----------    -----------

Net loss for the year ended
   December 31, 2005                                                        (10,642,711)                (10,642,711)
Adjustments from exchange
   rate changes                                                                             (798,827)      (798,827)
                                                                                                        -----------
Comprehensive loss                                                                                      (11,441,538)
                                     ----------    ---------    ---------- ------------   ----------    -----------
Balance, December 31, 2005           86,054,334      $86,054   $19,693,803 $(12,602,628)  $1,244,653    $ 8,421,882
                                     ==========    =========    ========== ============   ==========    ===========

</TABLE>
                 See accompanying notes to financial statements.


                                       20
<PAGE>
                         GLOBAL REALTY DEVELOPMENT CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE A -  BASIS OF PRESENTATION AND NATURE OF BUSINESS

          Global  Realty  Development  Corp.,  (the  "Company")  consists 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").  All  the  companies  are in  the  land
          development   business  for  commercial  and   residential   use  with
          properties  located primarily in Australia..  Prior to 2003, AAPM also
          engaged in  consulting  services  for land  development.  The  Company
          purchases large tracts of land, provides the required  infrastructure,
          performs subdivisions and markets the subdivided improved land to home
          builders. The consolidated financial statements include the results of
          operations of these companies since inception.

          Reverse Merger
          --------------

          On September 4, 2004, Global Wireless  Satellite  Networks (USA), Inc.
          ("Global")  acquired all of the Company's  outstanding common stock by
          the issuance of 85,000,000 shares of its $0.001 par value common stock
          (the "Merger"). Simultaneously,  Global changed its name to Australian
          Agricultural  and  Property  Development  Corporation  and in  2005 to
          Global Realty  Development  Corp. In connection  with the merger,  the
          Company  became a wholly owned  subsidiary of Global and the Company's
          officers and directors replaced Global's officers and directors. Prior
          to  the  merger,  Global  was  a  non-operating  "shell"  corporation.
          Pursuant to Securities and Exchange  Commission rules, the Merger of a
          private  operating  company (AAPD) into a  non-operating  public shell
          corporation  with nominal net assets  (Global) is considered a capital
          transaction. Accordingly, for accounting purposes, the Merger has been
          treated  as  an   acquisition   of  Global  by  the   Company   and  a
          recapitalization   of   the   Company.   Since   the   Merger   is   a
          recapitalization  of  the  Company  and  not a  business  combination,
          proforma information is not presented.

          Going Concern
          -------------

          As indicated in the  accompanying  financial  statements,  the Company
          incurred net losses of $10,642,711  and $2,872,372 for the years ended
          December 31, 2005 and 2004,  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 period-end exchange rates. Statement of operations amounts were


                                       21
<PAGE>
                         GLOBAL REALTY DEVELOPMENT CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          Foreign Currency Translation (Continued)
          ----------------------------------------

          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 2005 or 2004.

          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.

          Income Recognition from Land Sales
          ----------------------------------

          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.

          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.
          The impairment  loss is based on discounted  cash flows generated from
          expected revenue,  costs to complete including  interest,  and selling
          costs.

          Interest
          --------

          Costs related to properties under  development are capitalized  during
          the land development  period and expensed as cost of sales interest 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.

                                       22
<PAGE>
                         GLOBAL REALTY DEVELOPMENT CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

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,  "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
          requires  employee  compensation  expense to be recorded (1) using the
          fair  value  method  or  (2)  using  the  intrinsic  value  method  as
          prescribed by accounting  Principles Board Opinion No. 25, "Accounting


                                       23
<PAGE>
                         GLOBAL REALTY DEVELOPMENT CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE  B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          Stock-Based Compensation (Continued)
          ------------------------------------

          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.

          Variable Interest Entities
          --------------------------

          In January  2003,  the FASB  issued FIN 46 and in  December  2003,  it
          issued a revised interpretation of FIN 46 (FIN 46-R), which supersedes
          FIN 46 and clarifies and expands current accounting guidance for VIEs.
          FIN 46 clarifies  when a company  should  consolidate in its financial
          statements  the assets,  liabilities  and  activities of a VIE. FIN 46
          provides general guidance as to the definition of a variable  interest
          entity  and  requires  it  to  be  consolidated  if a  party  with  an
          ownership,  contractual  or  other  financial  interest,  absorbs  the
          majority  of the VIE's  expected  losses,  or is entitled to receive a
          majority of the residual returns,  or both. A variable interest holder
          that  consolidates the VIE is the primary  beneficiary and is required
          to  consolidate  the  VIE's  assets,  liabilities  and  noncontrolling
          interests at fair value at the date the interest  holder first becomes
          the primary  beneficiary of the VIE. We performed a review of entities
          with which we have entered into  contractual  arrangements to purchase
          land or lots  for  future  development  and have  determined  that the
          Company is not the primary beneficiary of these arrangements. Although
          consolidation  is not required,  the total cost of all such properties
          have  been  included  under  Inventories  - lots held for sale and the
          entire amount of the related  liabilities is reflected  under accounts
          payable and mortgage notes payable.


                                       24
<PAGE>
                         GLOBAL REALTY DEVELOPMENT CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE  B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          Recent Accounting Pronouncements
          --------------------------------

          In December  2004, the FASB issued  Statement of Financial  Accounting
          Standards No. 153 (SFAS 153), "Exchanges of Non-monetary Assets." SFAS
          153 amends the guidance in APB No. 29,  "Accounting  for  Non-monetary
          Assets."  APB No.29  was  based on the  principle  that  exchanges  of
          non-monetary assets should be measured on the fair value of the assets
          exchanged.  SFAS 153 amends APB No. 29 to eliminate  the exception for
          non-monetary  exchanges of similar  productive  assets and replaces it
          with a general exception for exchanges of non-monetary  assets that do
          not have  commercial  substance if the future cash flows of the entity
          are expected to change significantly as a result of the exchange. SFAS
          151 is  effective  for  financial  statements  issued for fiscal years
          beginning  after  June  15,  2005.  The  adoption  of SFAS  153 is not
          expected to have a material effect on the Company's financial position
          or results of operations.

          In December 2004, the FASB revised  Statement of Financial  Accounting
          Standards  No.  123  (SFAS  123(R)),   "Accounting   for   Stock-Based
          Compensation." The SFAS 123(R) revision established  standards for the
          accounting for  transactions  in which an entity  exchanges its equity
          instruments for goods or services and focuses  primarily on accounting
          for  transactions  in which an entity  obtains  employee  services  in
          share-based  payment  transactions.  It does not change the accounting
          guidance for share-based payment  transactions with parties other than
          employees.  For public  entities that file as small business  issuers,
          the  revisions to SFAS 123(R) are effective as of the beginning of the
          first interim or annual  reporting  period that begins after  December
          15,  2005.  The  adoption  of SFAS  123(R) is not  expected  to have a
          material  effect on the  Company's  financial  position  or results of
          operations.

          In May 2005,  the FASB issued SFAS no.  154,  "Accounting  Changes and
          Error Corrections  ("SFAS No. 154") which replaces APB Opinion No. 20,
          "Accounting Changes" and SFAS No. 3, "Reporting  Accounting Changes in
          Interim Financial  Statements-An Amendment of ABP Opinion No. 28. SFAS
          No. 154  provides  guidance on the  accounting  for and  reporting  of
          accounting  changes and error corrections.  Specially,  this statement
          requires  "retrospective  application"  of  the  direct  effect  for a
          voluntary change in accounting  principle to prior periods'  financial
          statements,  if it is practical  to do so. SFAS No. 154 also  strictly
          defines  the term  "restatement"  to mean the  correction  of an error
          revising  previously  issued  financial  statements.  SFAS No.  154 is
          effective for  accounting  changes and  corrections  of errors made in
          fiscal years  beginning after December 15, 2005 and are required to be
          adopted  by the  Company  in the first  quarter  of fiscal  year 2006.
          Management  does not  anticipate  that  adoption  will have a material
          impact on our results of operations, financial position or cash flows.

NOTE C -  RECEIVABLE FROM RELATED PARTY

          In connection with an agreement of settlement  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
          amount of  $2,400,000  which was  offset by a  receivable  of the same
          amount from Mr. Peter Voss, a major  shareholder of the Company.  (See
          Notes F and L) The  receivable  was secured by shares of company stock
          valued at $574,672.  During the year, Mr. Voss made unsecured loans to
          the company of $457,785  which has been offset  against the receivable
          from Mr. Voss and at December  31,  2005,  the Company has  provided a
          provision for uncollectibility in the amount of $1,367,543.


                                       25
<PAGE>
                         GLOBAL REALTY DEVELOPMENT CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

<TABLE>
<CAPTION>
NOTE D - INVENTORIES - LOTS HELD FOR RESALE

           Inventories consist of the following at:
                                                                          December 31,
                                                                   2005                2004
                                                                -----------         -----------
<S>                                                             <C>                 <C>
                  Acquisition costs                             $47,999,304         $73,749,787
                  Development costs capitalized                   1,632,717           1,748,960
                  Borrowing and holding costs capitalized         3,504,624           2,110,144
                  Provision for future losses                    (1,873,356)           (757,865)
                                                                -----------         -----------
                                                                $51,263,289         $76,851,026
                                                                ===========         ===========

NOTE E - PROPERTY, PLANT, AND EQUIPMENT

           Property, plant, and equipment consist of the following at:

                                                                          December 31,
                                                                                                   Useful
                                                                     2005               2004        Life
                                                                -----------         -----------   --------
                  Land                                          $ 1,217,896         $ 1,217,896
                  Buildings years                                   356,517             356,517   30 years
                  Equipment                                          34,304              34,304   10 years
                                                                -----------         -----------
                                                                  1,608,717           1,608,717
                  Less: accumulated depreciation                     17,579               8,362
                                                                -----------         -----------

                                                                $ 1,591,138         $ 1,600,355
                                                                ===========         ===========
</TABLE>
NOTE F -  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.  (See Note L) The note bears  interest at the rate of
          1%  per  annum,  requires  monthly  principal  and  interest  payments
          commencing  on  September  20,  2005 and is due on  August  20,  2006.
          Additionally,  the note is  convertible  into shares of the  Company's
          common stock at any date commencing no less than 90 days from the date
          of the note  through the date of  maturity.  The note is  currently in
          default and a consent judgment has been filed against the Company.

NOTE G -  MORTGAGE NOTES PAYABLE

          Mortgage  notes payable are 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%.

          Principal  payments for the next five years are:  2006 -  $13,237,674;
          2007 - $7,489,362; 2008 - $71,832; 2009 - $71,832; and 2010 - $56,145.


                                       26
<PAGE>
                         GLOBAL REALTY DEVELOPMENT CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE H -  LOANS FROM RELATED PARTIES - UNSECURED

          At various times during the year, the Chief  Financial  Officer of the
          Company  made  loans to the  Company  or paid  bills on  behalf of the
          Company aggregating $227,158. These loans are unsecured,  non-interest
          bearing and have no specific repayment dates.

          At  various  times  during the year,  the  Company's  chief  executive
          officer made loans to the Company  aggregating  $105,260.  These loans
          are  unsecured,  non-interest  bearing and have no specific  repayment
          dates.

          At various  times  during the year,  a  principal  shareholder  of the
          Company,  Mr.  Peter  Voss,  made  loans  to the  Company  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.

          At various times during the year, a major  shareholder of the Company,
          Nick Corcoris and a trust  controlled  by him and/or his family,  made
          loans to the Company  aggregating  $359,563.  These loans are interest
          bearing, unsecured and have no specific repayment dates.

          The balance of the loan from Nick Corcoris,  from 2004 was $1,157,562.
          The loan bears no interest, is unsecured and has no specific repayment
          dates.

NOTE I -  LOANS FROM RELATED PARTIES - SECURED

          At December 31, 2005, Nick Corcoris, a shareholder of the Company, had
          the following transactions during the year ended December 31, 2005:

              Sale of land tracks to the Company,
                with shares of Company stock
                to be issued in payment at time of settlement        $5,784,155
              Sale of land tracks to the Company to
                be paid in cash at the time of closing                2,919,635
              Advances to Mr. Corcoris during 2004                   (3,542,902)
                                                                   ------------
                                                                     $5,160,888


NOTE J -  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, 2005, these differences  resulted in a deferred tax asset
          of approximately  $3,030,000.  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, 2005.


                                       27
<PAGE>
                         GLOBAL REALTY DEVELOPMENT CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE J - INCOME TAXES AND DEFERRED INCOME TAXES (CONTINUED)

           The provision for taxes on income consists of the following at:

                                                           December 31,
                                                      ---------------------
                                                        2005         2004
                                                      ---------  ----------
                  Current                                        $1,025,403
                                                                 ==========

          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 Australian  taxes, the Company's net operating loss carry forwards
          amounted to  approximately  $9,533,000 at December 31, 2005 and has an
          unlimited  period  to  utilize.  For U.S.  taxes,  the  Company's  net
          operating loss carry forwards  amounted to  approximately  $850,000 at
          December 31, 2005 and will expire 2025.

NOTE K -  STOCKHOLDERS' EQUITY

          Under  Australian tax law, an election may be made to have  individual
          distributions  from  a  trust  taxed  as a  corporation.  In  2004,  a
          principal stockholder,  prior to the Merger discussed in Note A to the
          Financial  Statements,  elected to contribute a gross  distribution of
          $2,435,095  to the  Company.  The tax on the  distribution  aggregated
          $730,528  leaving  an amount of  $1,704,567  reflected  as  additional
          paid-in-capital.

          On September  4, 2004,  in  connection  with the Reverse  Merger,  the
          stockholders contributed $250,000 towards working capital.

          On June 30,  2005,  in  connection  with the  acquisition  of  certain
          properties, the Company authorized the issuance of 3,988,071 shares at
          $1.51 per share contingent upon the property closings. Accordingly, as
          required  under SFAS 141, the value of the shares was recorded as part
          of the inventory of lots held for sale and the corresponding liability
          in loans from related  parties-secured.  The  contingent  shares to be
          issued at the time of property  closing are to a related  party who is
          also a principal shareholder of the Company. (See Note I).

NOTE L -  LITIGATION

          On  August  20,  2005,  the  Company  entered  into  an  agreement  of
          settlement with Atlantic Wine Agencies,  Inc., Dominion Wines Ltd. and
          Dominion  Estates  Pty.,  Ltd. and issued a  convertible  subordinated
          promissory  note to  Sapphire  Development  Limited  in the  amount of
          $2,400,000 (See Note C). Simultaneously, the Company received a pledge
          of the same amount from Mr. Peter Voss, a principal shareholder of the
          Company.  The  convertible  note  was due on  August  20,  2005 and is
          currently  in  default.  On  May  2,  2006,   attorneys  for  Sapphire
          Development Limited filed a consent judgment against the Company.


                                       28
<PAGE>
                         GLOBAL REALTY DEVELOPMENT CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE M -  SUBSEQUENT EVENTS

          On January 27, 2006, the Board of Directors  authorized an increase in
          its authorized common stock to 500,000,000 shares.

          On January 30, 2006, the Company issued 2,999,063 shares of its common
          stock to be held in escrow  for the  benefit of  Sapphire  Development
          Limited in connection  with their pending lawsuit against the Company.
          (See Note K) The shares were never  delivered  to the escrow agent and
          are held in the Company's treasury.

          On December  13, 2004,  in  connection  with an action  being  brought
          against a major  shareholder  of the  Company,  the  Supreme  Court of
          Victoria  in  Melbourne,   Australia  placed  an  injunction   against
          Australian  Agricultural  and  Property  Management  Ltd.,  one of the
          Company's  wholly owned  subsidiaries,  which restricted the Company's
          ability to sell certain real estate  holdings and  prohibited  certain
          business transactions. As a result of this injunction, the Company was
          not fully  operational  during 2005 and had no revenues  from property
          sales.  On March 3, 2006,  the Court ruled in favor of the Company and
          removed the injunction. The Company intends to see recovery of damages
          resulting from this action.

          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 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.

          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 on March 31, 2008 and 2,000,000  shares are exercisable on
          March 31, 2009.

          On May 4, 2006,  the Board of  Directors  authorized  the  issuance of
          2,100,000  shares of common stock to Redwood  Consultants for services
          to be provided over the ensuing 12 months.


                                       29
<PAGE>
ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

         None

ITEM 8A. CONTROLS AND PROCEDURES

     a)   Evaluation of Disclosure  Controls and Procedures.  As of December 31,
          2005, the Company's  management  carried out an evaluation,  under the
          supervision  of the Company's  Chief  Executive  Officer and the Chief
          Financial Officer, of the effectiveness of the design and operation of
          the Company's system of disclosure controls and procedures pursuant to
          the Securities  and Exchange Act , Rule 13a-15(d) and 15d-15(d)  under
          the Exchange  Act.  Based upon that  evaluation,  the Chief  Executive
          Officer  and Chief  Financial  Officer  concluded  that the  Company's
          disclosure  controls and procedures were effective,  as of the date of
          their   evaluation,   for  the  purposes  of  recording,   processing,
          summarizing and timely reporting material  information  required to be
          disclosed  in  reports  filed  by the  Company  under  the  Securities
          Exchange Act of 1934.

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



ITEM 8B. OTHER INFORMATION

         None.



                                       30
<PAGE>

                                    PART III

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

Our executive officers and directors, and their ages and positions are:

Name                 Age      Position
------------------------------------------------------------------
Robert Kohn          55       Chief Executive Officer and Director
Roger Davis          65       Chief Financial Officer and Director


Robert Kohn, Chief Executive Officer and Director. Mr. Kohn was appointed as the
Chief Executive Officer of the Company in June 2005. 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  and Economics from Temple
University in 1972.


Roger Davis,  Chief Financial  Officer and Director.  Mr. Davis was appointed as
the Chief  Financial  Officer and a Director on February 22, 2006. Mr. Davis has
been the Chief  Financial  Officer  and a  Director  of the  three  wholly-owned
subsidiaries  of the Company,  Australian  Agriculture  and Property  Management
Ltd.,  Victorian Land  Development Pty. Ltd. and No. 2 Holdings Pty, Ltd. during
the past five years.  In  addition,  Mr.  Davis  serves as a Director on various
private companies in Australia.  Mr. Davis is a seasoned financial executive and
oversees the company's  finance,  business  analysis,  investor,  and operations
departments.  Mr.  brings over 38 years of financial  experience to the company.
Before joining the Australian companies in 1997 (which later became subsidiaries
of Global Realty Development Corporation), Mr Davis has been responsible for the
financial  status of  Global's  Australian  operations  in a wide range of roles
including  managing  cost-analysis   projects.  Mr.  Davis  has  over  20  years
experience in real estate  development  and has also been the principal owner of
an  accounting  firm, in Australia,  for the last 20 years.  Mr. Davis  attended
Camberell in Melbourne, Australia.

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.

     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.

                                       31
<PAGE>
     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.

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.

     Specific due dates for such reports have been established by the Commission
and the  Company is required  to  disclose  any failure to file  reports by such
dates. The Company believes that during the fiscal year ended December 31, 2005,
Harry  Chauhan,  its former Chief  Executive  Officer failed to file a Form 3 or
Form 4, Robert Kohn, its former Chief Financial Officer failed to filed a Form 3
and its ten  percent  stockholders  have  failed  to  file a Form  3's and  have
therefore failed to comply with applicable Section 16(a) filing requirements.

Code of Ethics

     The  Company has  adopted a Code of Ethics  that  applies to all  officers,
directors and employees of the Company.

Director Compensation

     Non-employee  directors  receive  reimbursement of reasonable out of pocket
expenses  incurred in connection with the attendance of meetings of the Board of
Directors.

ITEM 10. EXECUTIVE COMPENSATION

     The following  summary  compensation  table sets forth certain  information
concerning  compensation  paid to our Chief Executive  Officer and our four most
highly paid  executive  officers (the "Named  Executive  Officers")  whose total
annual  salary and bonus for services  rendered in all  capacities  for the year
ended December 31, 2005 was $100,000 or more.
<TABLE>
<CAPTION>
                                                 Summary Compensation Table
                                          Annual Compensation                              Long Term Compensation
   Name and Principal        Year       Salary      Bonus       Other Annual        Awards          Payouts
        Position                         ($)         ($)        Compensation
                                                                    ($)
    -------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>           <C>            <C>              <C>              <C>
    Robert Kohn, CEO         2005       90,000*       0              0                0                0
    Roger Davis, CFO         2005      119,960        0              0                0                0
    -------------------------------------------------------------------------------------------------------------
</TABLE>
* Mr. Kohn's salary was accrued for 2005.

Stock Option Plan

     There was no stock  option  plan for 2005 but on March 27, 2006 the Company
adopted the 2006 Incentive Stock Option Plan.

                                       32
<PAGE>
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 of our company.  The exercise
price of the options are $1.05 and 3,440,000 are  exercisable on March 31, 2008,
with the remaining exercisable on March 31, 2009.

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.

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.

                                       33
<PAGE>
(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

Employment Agreements

     There are currently no employment agreements between the Company and any of
its named executive officers.


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

     The table  below sets  forth,  as of May 5, 2006,  the shares of our voting
capital stock beneficially owned by each person, including management,  known to
us to be the  beneficial  owner of more  than 5% of the  outstanding  shares  of
common stock.

                                       34
<PAGE>
     All persons named in the table have the sole voting and dispositive  power,
unless otherwise  indicated,  with respect to common stock  beneficially  owned.
Beneficial  ownership  of shares of common stock that are  acquirable  within 60
days upon the  exercise  or  conversion  of  convertible  securities  are listed
separately,  and for each person named in the table,  the calculation of percent
of class gives effect to those acquirable shares.
<TABLE>
<CAPTION>

                                                                               Percentage of Shares
               Name of Beneficial Owner              Number of Shares            Beneficially Owned
               ---------------------------------    ----------------           --------------------
<S>                                                       <C>                       <C>
               Executive officers and directors:
               Roger Davis                                400,000                     *
               Robert Kohn                                   0                        *
               All Directors and Executive
               Officers as a Group (2 persons)            400,000                     *


               5% Stockholders:
               Peter Voss (1)                          30,213,335                   33.34%
               Kathryn Voss (2)                        30,213,335                   33.34%
               Nick Corcoris (3)                        8,444,444                    9.32%
               Michael J. Corcoris (4)                 21,111,110                   23.29%
               Jennifer Corcoris (5)                    8,444,444                    9.32%
</TABLE>
     * less than 1%

     (1)  Of the shares  beneficially  owned by Mr. Voss,  12,044,444 shares are
          beneficially  owned by Kathryn Voss,  his wife,  4,137,222  shares are
          owned by A1 Financial Planners Pty Ltd, a company owned and controlled
          by Mr. Voss,  4,222,222 shares are owned by Australian  Native Estates
          Pty Ltd, a company owned and controlled by Mr. Voss,  1,365,003 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  4,222,222  shares  are owned by  Pastor  Heighs  Pty Ltd,  a
          company owned and controlled by Mr. Voss.

     (2)  Of the shares  beneficially owned by Mrs. Voss,  18,168,891 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.

     (3)  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

     (4)  Of the shares  beneficially  owned by Michael  J.  Corcoris  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.

     (5)  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.

                                       35
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

A1 FINANCIAL PLANNERS PTY LTD.

     Effective  January  31,  2006,  the  Company  entered  into  an  Assumption
Agreement with A1 Financial Planners Pty Ltd., a company owned by Peter Voss who
owns approximately 33% of our outstanding common stock. Pursuant to the terms of
the  Assumption  Agreement,  A1  Financial  Planners has agreed to assume and be
responsible  for  performing  the  Company's   obligations   under  the  certain
AUD$3,200,000 principal amount promissory note, dated August 20, 2005, issued by
the Company to Sapphire  Developments  Limited (the "Note") and the stock pledge
agreement  between the Company and  Sapphire  Developments  Limited (the "Pledge
Agreement"),  which Note and Pledge  Agreement were  originally  entered into in
contemplation  of the Company's  proposed  acquisition of Dominion Wines Ltd and
Dominion Estates Pty Ltd.

     At the time that the Note and  Pledge  Agreement  were  entered  into,  the
Company had  simultaneously  entered into a Pledge and Escrow  Agreement with A1
Financial Planners,  whereby A1 Financial Planners agreed to provide the Company
with shares of common  stock of the Company in the event of a default  under the
Note or in the event that the  Company did not  acquire  Dominion  Wines Ltd and
Dominion  Estates  Pty Ltd.  As a default  under the Note has  occurred  and the
Company has  determined not to proceed with the  acquisitions  of Dominion Wines
Ltd and Dominion  Estates Pty Ltd., the parties have now executed the Assumption
Agreement in order that A1 Financial  Planners  fulfill its  obligations  to the
Company.

     In accordance  with the  Assumption  Agreement,  A1 Financial  Planners has
transferred 2,254,087 shares of the Company's common stock to an escrow agent in
accordance  with the Pledge  Agreement,  along with stock powers,  to be held to
satisfy the obligations of the Company thereunder.  In connection with a Consent
Judgment  in the amount of  $2,401,937.69,  entered  against  the Company in the
United States  District  Court for the Southern  District of New York, the above
shares  transferred to the Escrow Agent shall be used toward the payment of this
judgmentA1  Financial  Planners  has  further  agreed  that  in the  event  that
additional shares of the Company's common stock will be required pursuant to the
terms of the Note and the Sapphire Pledge Agreement,  A1 Financial Planners will
arrange for such number shares to be  transferred  in accordance  with the terms
thereunder.

UNSECURED LOANS FROM RELATED PARTIES

     At  various  times  during  the year,  the Chief  Financial  Officer of the
Company  made loans to the  Company or paid bills on behalf of the Company in an
aggregate amount of $227,000.  These loans are unsecured,  non-interest  bearing
and have no specific repayment dates.

     At various times during the year,  the Company's  Chief  Executive  Officer
made loans to the Company in an aggregate  amount of  $105,000.  These loans are
unsecured, non-interest bearing and have no specific repayment dates.

     At various times during the year Peter Voss, a principal shareholder of the
Company,  made loans to the Company in the aggregate  amount of $464,000.  These
loans are unsecured, non-interest bearing and have no specific repayment dates.

     At various times during the year Nick Corcoris, a principal  shareholder of
the Company,  and a trust controlled by him and/or his family, made loans to the
Company in the  aggregate  amount of $360,000.  These loans bear  interest at an
annual rate of 10%, and are unsecured and have no specific repayment dates.

     At various times during 2004 Nick Corcoris, a principal  shareholder of the
Company, made loans to the Company in the aggregate amount of $1,157,562.  These
loans are unsecured, non-interest bearing and have no specific repayment dates.

                                       36
<PAGE>
SECURED LOANS FROM RELATED PARTIES

     During  2005,  the  Company  acquired  land tracks  from Nick  Corcoris,  a
principal  shareholder of the Company, for an aggregate of $8,703,790,  which is
to be offset against  advances of $3,542,902 made to Mr. Corcoris by the Company
in 2004, and to be paid with the issuance of common stock of the Company,  which
is to be issued at the time of settlement.

     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.


ITEM 13. EXHIBITS

Exhibits:

 Number                        Exhibit
---------      -----------------------------------------------------------------
   10.1        2006 Incentive Stock Option Plan

   10.2        Consulting  Agreement,  effective  April 7, 2006,  by and between
               Redwood Consultant, LLC and the Company

   31.1        Certification  of Principal  Executive  Officer  pursuant to Rule
               13a-14 and Rule 15d-14(a),  promulgated  under the Securities and
               Exchange Act of 1934, as amended

   31.2        Certification  of Principal  Financial  Officer  pursuant to Rule
               13a-14 and Rule 15d 14(a),  promulgated  under the Securities and
               Exchange Act of 1934, as amended

   32.1        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)

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit 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,  2005 and 2004,  and for the reviews of the  financial  statements
included in our  Quarterly  Reports on Form 10-QSB  during that fiscal year were
$136,000 and approximately $133,200, respectively.

Tax Fees. The Company  incurred fees to auditors of $ 0 and $0 respectively  for
tax  compliance,  tax advice or tax compliance  services during the fiscal years
ended December 31, 2005 and 2004.

All Other Fees.  The Company did not incur any other fees billed by auditors for
services  rendered to the  Company,  other than the  services  covered in "Audit
Fees" for the fiscal years ended December 31, 2005 and 2004.

     The Board of Directors  has  considered  whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.


                                       37
<PAGE>

                                   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 AND
DEVELOPMENT CORPORATION

BY: /s/ Robert Kohn
   ----------------
   Robert Kohn
   Chief Executive 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/ Robert Kohn              Director and Chief Executive Officer   May 12, 2006
---------------
Robert Kohn

/s/ Roger Davis              Director and Chief Financial Officer   May 12, 2006
---------------
Roger Davis



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