UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  FORM 10-KSB/A
                                (Amendment No. 2)



[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 For the fiscal year ended December 31, 2006

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

                      11555 Heron Bay Boulevard, Suite 200
                          Coral Springs, Florida 33076
                    (Address of principal executive offices)

                           Issuer's telephone number:
                                 (954) 603-0522

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

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

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

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

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

The Issuer's revenues for the year ending December 31, 2006 were $4,699,199.

As of March 20, 2007 the number of shares  outstanding  of the  Issuer's  common
stock was 99,532,742.

As of March 20, 2007 the aggregate number of shares held by  non-affiliates  was
approximately 36,357,409.

As of March 20, 2007 the  aggregate  market value of the  Issuer's  common stock
held by non-affiliates was $17,815,130, based on the average bid and asked price
of $.49 per share as of March 20th, 2007.


<PAGE>


DOCUMENTS INCORPORATED BY REFERENCE         None

Global Realty Development Corporation
Form 10-KSB/A
Explanatory Note

This Amendment No. 2 to Form 10-KSB is being filed to reflect certain  revisions
to Global Realty  Development  Corporation's Form 10-KSB filed on April 12, 2007
(the  "Original  Filing")  and Form  10-KSB/A  filed on  December  17, 2007 (the
"December  2007 Filing").  This Amendment No. 2 shall amend the Original  Filing
and the December 2007 Filing in their entirety.





                                        2
<PAGE>

FORM 10-KSB
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

INDEX
<TABLE>
<CAPTION>


PART I                                                                                         Page

<S>                                                                                             <C>
Item 1.        Description of Business                                                           5

Item 2.        Description of Property                                                           8

Item 3.        Legal Proceedings                                                                 9

Item 4.        Submission of Matters to a Vote of Security Holders                               10

PART II


Item 5.        Market for the Registrant's Common Equity,                                        11
               Related Stockholder Matters and Small Business Issuer Purchases
               of Equity Securities

Item 6.        Management's Discussion and Analysis or Plan of Operation                         11

Item 7.        Financial Statements                                                              17

Item 8.        Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                                               38

Item 8A.       Controls and Procedures

Item 8B        Other Information                                                                 38

PART III

Item 9.        Directors, Executive Officers, Promoters and Control Persons; Compliance
               with Section 16(A) of the Exchange Act.                                           39

Item 10.       Executive Compensation                                                            40

Item 11.       Security Ownership of Certain Beneficial Owners and Management and
               Related Stockholder Matters                                                       44

Item 12.       Certain Relationships and Related Transactions                                    45

Item 13.       Exhibits                                                                          47

Item 14        Principal Accountant Fees and Services                                            47

SIGNATURES                                                                                       48
</TABLE>

                                        3


<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



                                        4

<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 Agricultural and Property Management Limited, (ii)
No. 2 Holdings Pty. Ltd.,  and(iii)  Victorian Land Development Pty. Ltd. At the
time of the acquisition,  the Company changed its name to Australian Agriculture
and Property  Development  Corporation  and on April 1, 2005 changed its name to
Global Realty Development Corporation.  During 2005, the Company formed a fourth
Australian  subsidiary Ausland Properties Pty Ltd. and now operates through four
wholly-owned Australian subsidiaries.

     On Aug. 30, 2006 the Company acquired 100% of MJD Films,  Inc. ( "MJD "), a
film  production  company.  MJD  recently  launched  MJD SMS,  a text  messaging
division.

     On October 10, 2006 the Company  acquired a 51%  interest in the TFM Group,
("TFM"), a television, film and music production company.

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 subsidiaries,
is  engaged  in the  real  estate  development  business  in  Australia  and the
television, film and music production business in the United States.

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 Company has  accumulated a land bank by securing  tracks of land in the
zoned  development  corridors in various  eastern  seaboard cities in Australia.
Currently the Company has ten owned  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
commercial builders, home builders or build and sell the real estate.

Entertainment - Television, Film and Music Production and SMS Text Messaging

     On Aug. 30, 2006 the Company  acquired MJD Films,  Inc., a movie production
company  that  intends to produce low budget  films under  $10,000,000.  MJD has
completed a  documentary  entitled  "The Seed of Faith"  about the life story of
Pope  John Paul II. In  addition,  MJD is  currently  in  pre-production  of the
Horror/Thriller  film "The Devil Exists" based on the Charles Manson family. MJD
has  contracted  with both SMS Text Media,  Inc. and Smart SMS Corp. to create a
three part text messaging based advertisement  campaign series. The first series
called  "Text Your Way to  Stardom"  will allow the  winning  consumer  to win a
feature roll in "The Devil Exists" along with all associated  fees in becoming a
member of The Screen  Actors  Guild.  The second  series  called  "Win a Trip to
Cannes  Film  Festival"  will allow the  winning  consumer  to win a trip to the
Cannes Film Festival to attend a party for "The Devil  Exists." The third series
called  "Walk the Red  Carpet"  will allow the  winning  consumer  to attend the
premier of "The Devil  Exists." The Company will earn a minimum of $.10 per each
text message sent in connection with these campaigns.


                                        5
<PAGE>

     MJD has recently launched a text message marketing division, MJD SMS, which
provides text messaging campaigns for SMS applications. MJD SMS can also provide
gross income per text to major television networks, television shows and network
advertisers  who  provide  content  and/or  mass  marketing   exposure  for  SMS
campaigns.  MJD SMS can also provide  gross income per text to major web portals
for mass marketing exposure.  MJD SMS solutions and mass marketing  capabilities
can also be  outsourced  to major film  studios,  independent  movie  producers,
broadband  content  providers and  advertising  clients for their text messaging
campaigns.

     MJD SMS has  recently  entered  into a contract to  represent  the film "An
African Tale" for a text  messaging  campaign for consumers to "Win a Voice over
Role in the Film." It is intended that these  campaigns  will be held on a world
basis in many different foreign speaking countries.

     MJD SMS is focused on representing the SMS text messaging campaigns for
other major films.

     MJD SMS is working with various potential joint venture partners to provide
the next  generation  of SMS/MMS,  including  linguistics  recognition,  content
streaming, voice recognition and various interactive capabilities.

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

Pachinko Industry

     The Company has been  investigating  acquisition  opportunities of Pachinko
parlors located in Japan. 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.


Additional Business Opportunities

     During 2007,  the Company will focus its  immediate  efforts on (i) selling
properties in Australia that the Company currently owns, (ii) further developing
real estate and real estate  related  opportunities,  (iii) building out MJD and
the TFM Group through project development,  acquisitions and joint ventures; and
(iv) evaluating the acquisition of Pachinko  parlors.  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  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.


                                        6

<PAGE>

     The Company is in  discussions  with various  potential  joint  venture and
strategic alliance  development  partners in the entertainment  industry.  These
discussions  include  the  development  of  television  shows,  film  and  music
production.  They also include text messaging for major motion picture films and
distribution and technology.  To date, there have been no definitive  agreements
executed with respect to any projects to be undertaken for any such projects.

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.

     The  Entertainment  industry is highly  competitive with major companies in
the television,  film and music business. 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 may compete by  effectively  using its  experienced  management
team in conjunction with  sub-contractors and consultants to produce television,
film and music  products  for  distribution  through  traditional  entertainment
distribution channels.

     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.


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.


                                        7
<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,  2006,  the  Company  had a total  of four  full  time
employees.  None of its employees are represented by a labor union.  The Company
has not  experienced  any work  stoppages and  considers its relations  with its
employees to be good.  The Companies  subsidiaries  employ three  executives and
work with hundreds of  subcontractors  to fulfill real estate and  entertainment
project needs.

Consultants

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

ITEM 2. DESCRIPTION OF PROPERTY

     The Company's  Registered  Office in Australia is at 159 Union Road, Surrey
Hills 3127 Victoria.  The Company also uses office space in East  Hawthorn.  The
office   space  is   approximately   1,000  square  feet  where  the  rental  is
approximately  $754 per  month.  The  lease is on a month  to month  basis.  The
Company  believes that its space is adequate for its current needs, is generally
well maintained and in good condition.

     The Company owns an office complex at 65 Greenhill 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, 2006 was $500,000. In addition,  the Company
owns 249 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, 2006 of $434,000.

     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  $1000 per month. The lease is currently on a
month to month basis.  The Company  believes  that its space is adequate for its
current needs and is generally well  maintained,  in good condition and adequate
for their present and proposed uses.


                                        8
<PAGE>


The following are the properties of the Company and its subsidiaries,  which are
owned in connection with its business activities:
<TABLE>
<CAPTION>

------------------------------- ----------------------- --------- ----------------------------------------------------
<S>                                <C>                   <C>                 <C>
Property                        Location                Acres     Present or Planned Use
------------------------------- ----------------------- --------- ----------------------------------------------------

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 in January 2007
Ormeau
------------------------------- ----------------------- --------- ----------------------------------------------------
Rifle Range Road                Queensland              23        Nearly  completed 98 lot subdivision  with sales to
Pimpama                                                           begin in second quarter 2007
------------------------------- ----------------------- --------- ----------------------------------------------------
Yawalpah Road                   Queensland              5         24 lot  subdivision  to start in  approximately  12
Coomera                                                           months
------------------------------- ----------------------- --------- ----------------------------------------------------
Reserve Road                    Queensland              10        34 lot  subdivision  to start in  approximately  18
Upper Coomera                                                     months.
------------------------------- ----------------------- --------- ----------------------------------------------------
Baileys Creek Road              Queensland              10        17 lot  subdivision  to start in  approximately  12
Upper Coomera                                                     months.
------------------------------- ----------------------- --------- ----------------------------------------------------
Mountain Top Road               New South Wales         249       Paulownia tree plantation with Macadamia nut trees
Mountain Top via Nimbin
------------------------------- ----------------------- --------- ----------------------------------------------------
Greenhill Road                  South Australia         *         Rental Investment with plans to extend.
Wayville
------------------------------- ----------------------- --------- ----------------------------------------------------
Collard Drive                   Victoria                30        Immediate subdivisions available into 108 blocks.
Diamond Creek
------------------------------- ----------------------- --------- ----------------------------------------------------
Berwick Cranbourne Road         Victoria                66        302 lots available,  Rezoning available in short to
Cranbourne (50%)                                                  medium term.
------------------------------- ----------------------- --------- ----------------------------------------------------

* Less than 1 acre.
</TABLE>

                                        9
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

     From time to time, the Company may become involved in various  lawsuits and
legal  proceedings  which arise in the  ordinary  course of  business.  However,
litigation is subject to inherent uncertainties,  and an adverse result in these
or other  matters  may  arise  from  time to time  that  may harm the  Company's
business.  Except as described  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


                                       10
<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 March 20, 2007, there were 443 holders of record of 91,545,143 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
   ---------------------------------------- ----------------- ----------
   2006
   ---------------------------------------- ----------------- ----------
          First Quarter                            1.40            .85
   ---------------------------------------- ----------------- ----------
          Second Quarter                           1.40            .35
   ---------------------------------------- ----------------- ----------
          Third Quarter                            1.32            .43
   ---------------------------------------- ----------------- ----------
          Fourth Quarter                            .92            .44
   ---------------------------------------- ----------------- ----------
   2005
   ---------------------------------------- ----------------- ----------
          First Quarter                            7.00           2.00
   ---------------------------------------- ----------------- ----------
          Second Quarter                           4.26           1.25
   ---------------------------------------- ----------------- ----------
          Third Quarter*                           2.10           1.02
   ---------------------------------------- ----------------- ----------
          Fourth Quarter                           1.50            .38
   ---------------------------------------- ----------------- ----------

Equity Compensation Plan Information

     The  following  table  shows   information  with  respect  to  each  equity
compensation  plan under which our common stock is authorized for issuance as of
the fiscal year ended December 31, 2006.
<TABLE>
<CAPTION>


EQUITY COMPENSATION PLAN INFORMATION
------------------------------------ ------------------------ ----------------------- ---------------------------
                                      Number of securities       Weighted average        Number of securities
Plan category                           to be issued upon       exercise price of      remaining available for
                                           exercise of         outstanding options,     future issuance under
                                      outstanding options,     warrants and rights    equity compensation plans
                                       warrants and rights                              (excluding securities
                                                                                       reflected in column (a)
------------------------------------ ------------------------ ----------------------- ---------------------------
<S>                                             <C>                     <C>                        <C>
                                               (a)                      (b)                       (c)
------------------------------------ ------------------------ ----------------------- ---------------------------

Equity compensation plans approved             -0-                     -0-                       -0-
by security holders
------------------------------------ ------------------------ ----------------------- ---------------------------
Equity compensation plans not              13,140,000                 $1.06                  6,660,000
approved by security holders
------------------------------------ ------------------------ ----------------------- ---------------------------
Total                                      13,140,000                 $1.06                  6,660,000
------------------------------------ ------------------------ ----------------------- ---------------------------
</TABLE>

Recent Issuances of Unregistered Securities.

None

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.


                                       11
<PAGE>

Overview

     The  primary   objective  of  the  Company's   management  is  to  maximize
shareholder  value.  The  Company  attempts  to  accomplish  this  objective  by
increasing  revenue  through the  development  of real estate  projects  and the
acquisition of companies it believes will have profitable operations. Management
believes  revenues and earned  income can be increased  by (1)  developing  real
estate  projects  throughout  Australia  and  other  countries;   (2)  acquiring
companies and (3) entering into joint ventures and strategic alliances.

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

     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.

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


CRITICAL ACCOUNTING POLICIES

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

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

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

Income is recognized  upon title  conveyance when cash payment has been received
and the Company has no further  involvement.  Sales  increased to  $4,699,199 in
2006 from  $131,551 in 2005 because  sales were limited in 2005 due to sanctions
prohibiting  sales  imposed by the Supreme  Court of Victoria,  Australia.  Such
sanctions  were  imposed  because of the  Company's  involvement  with a related
party, Mr. Nicholas Corcoris. The sanctions were lifted in 2006 and Mr. Corcoris
is no longer associated with the Company.

Inventories and Provision (Recovery) for losses on future sales of land
-----------------------------------------------------------------------

For inventories  under  development,  the Company records a loss when events and
circumstances indicate impairment. In 2005, the Company recorded a provision for
loss of $6,037,617 of which  approximately $5.3 million related to one property.
In 2006,  approximately $3 million was recovered under the terms of the relevant
sales contract for this property.

Impairment of Long-Lived Assets
-------------------------------

As required under Statement of Financial  Accounting Standards ("SFAS") No. 144,
our inventories of lots are subject to an annual assessment for impairment.  The
impairment  assessment  requires us to compare the fair value of our real estate
assets held in inventory to their carrying  value to determine  whether there is
an indication  that an impairment  exists.  Utilizing SFAS No. 144, we applied a
fair value  based test to  determine  an  impairment  assessment  as required to
determine  the fair value of the assets.  The market value of real estate assets
can vary over periods of time because of many variable  factors and  conditions.
Our valuation was determined through appraisals and data from third parties.  We
utilized a fair value  determination by our mortgage company,  which is familiar
with the value of the real estate in Australia  and which uses a basis of 50-55%
of fair  market  value to assess  and  determine  its  valuations  annually.  By
utilizing  their fair value  determination,  we determined that an impairment of
$6,917,007  existed for 2005. We therefore  took a write down of $6,917,007  for
the value of the assets held in inventory in 2005. In 2006, we utilized the same
accounting  principles  and same testing  procedures and we were able to recover
$942,000.

Provision of Doubtful Accounts
------------------------------

Whenever the Company believes there is a potential for  non-collectibility,  the
Company  records a provision for doubtful  accounts  which is netted against the
related  receivable  on the  Balance  Sheet.  At  December  31, 2005 the Company
recorded  a  provision  of  $1,367,453  relating  to  amounts  du from a related
shareholder,  Mr. Pete Voss,  in  connection  with and  agreement of  settlement
between the Company and companies previously  controlled by Mr. Voss. In 2006, a
revised  settlement  agreement  with  Mr.  Voss  resulted  in  recovery  of this
provision  which has netted  against the  write-off of advances made to a former
related shareholder,  Mr. Nicholas Corcoris, in connection with the recession of
agreements  for the  acquisition  of land  held for sale  which  was  originally
acquired from Mr. Corcoris.


                                       12

<PAGE>

RESULTS OF OPERATIONS

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005
<TABLE>
<CAPTION>

                                                               Twelve Months           Twelve Months
                                                               Ended                   Ended
                                                               December 31, 2006       December 31, 2005
                                                                                       (RESTATED)
                                                               -----------------       -----------------

Total Revenue                                                  $    4,699,199          $         131,551
                                                               =================       =================
<S>                                                                   <C>                       <C>
Cost of Sales:
Cost of properties sold                                        $    3,887,152
(Recovery) write off of property development costs             $     (942,000)         $       6,917,007
(Recovery) provision for future property, write down           $   (2,783,433)         $       6,037,617
Administrative Expenses                                        $    9,888,758          $       1,113,297
Provision for doubtful accounts                                $    1,118,055          $       1,617,453

Other Income (Expense)
Interest Expense                                               $      414,301          $         591,214
Depreciation                                                   $       10,108          $           9,218
Income Taxes                                                   $            0          $               0

</TABLE>


                                        13

<PAGE>

TWELVE MONTHS ENDED DECEMBER 31, 2006 VS. TWELVE MONTHS ENDED DECEMBER 31, 2005

(RESTATED)

Revenues of  $4,699,199  for the twelve month period ended  December 31, 2006 as
compared to $131,551 for the twelve  month  period ended  December 31, 2005 is a
direct result of the sale of development properties.

The cost of  properties  sold of  $3,887,152  for the twelve  month period ended
December  31,  2006 as  compared  to $0, the cost of sales for the twelve  month
period ended December 31, 2005.

The  recovery of property  development  costs of $942,000  for the twelve  month
period  ended  December  31,  2006 as  compared  to the  write  off of  property
development  costs of $6,917,007  for the twelve month period ended December 31,
2005 is a direct result of recovery of costs from previous write offs.

The recovery  provision for future  property of $2,783,433  for the twelve month
period  ended  December  31,  2006 as  compared  to the  write  off of  property
development  costs of $6,037,617  for the twelve month period ended December 31,
2005 is a direct result of recovery of costs in 2007.

Administrative  expenses from  operations  were  $9,888,758 for the twelve month
period ended  December 31, 2006 as compared with $ 1,113,297 for the  respective
prior  year  period.  The  majority  of this  increase  from 2005 to 2006 is due
primarily to non-cash  expenses  for stock  options and warrants and stock based
compensation  which  resulted in an expense of $6,104,021  and  amortization  of
prepaid consulting expenses of $1,639,500.

During the twelve month period ended  December 31, 2006 net interest  expense of
$414,301as  compared  with net  interest  expense of $591,214  during the twelve
month period ended December 31, 2005, respectively.

$0 income taxes for the twelve month period ended  December 31, 2006 as compared
to income taxes of $0 for the twelve month period ended December 31, 2005.

Net Loss of  $$6,893,742  for the twelve month period ended December 31, 2006 as
compared to a Net Loss of $16,154,255 for the twelve month period ended December
31, 2005 is a direct of the sanctions  imposed by the Supreme Court of Victoria,
Australia being removed.

The  Company  had a  decrease  in  accounts  payable  and other  liabilities  of
$10,090,046  for the period ended  December 31, 2006 as compared with a decrease
of $26,273,010 for the period ended December 31, 2005.

Stockholders' equity increased by $10,182,804 for the period ending December 31,
2006 compared to a decrease of $9,680,616 for the period ended December 31, 2005
which is primarily due to the acquisitions of MJD Films, Inc. and TFM Group,
Inc.

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 2006,  because of the  sanctions  of the Court,  the Company had
limited  operating  abilities,  and, as a result,  had  negative  cash flow from
operations.  The Company  sold a property  on January 5, 2007 which  resulted in
approximately  $5.3  million in net cash flow.  The Company used $2.6 million of
these funds to pay the Sapphire Note. The Company is seeking to raise additional
financing  through public or private equity  financing,  bank financing or other
sources  of  capital  for  the  purposes  of  acquiring   entertainment  related
companies;  financing existing  entertainment  related projects;  acquisition of
Pachinko parlors and further development of its existing properties. Global also
intends to sell  properties to increase cash flows. We cannot predict whether we
will  be  successful  in  obtaining  sufficient  capital  to  fund  the  further
development of existing real estate projects,  the acquisition of companies,  or
the further  development of our  entertainment  properties.  If we are unable to
obtain  sufficient  funds in the near future,  such event will delay the further
development  of existing  properties,  the  acquisition  of  companies,  and the
further  development  of our  entertainment  projects  and  likely  will  have a
material adverse impact on us and our business prospects.


                                       14
<PAGE>

Global's cash and cash  equivalents  increased  $90,309 during the twelve months
ended  December  31,  2006.  Cash flows  provided  by  operating  activities  of
$1,510,490  plus the effect of the exchange  rate of $860,513  were greater than
cash  flows  used by  investing  activities  of  $13,963  and cash flows used by
financing activities of $2,266,731.

Operating  activities  used cash  flows  primarily  to  decrease  the  Company's
accounts  payable and liabilities for the twelve months ended December 31, 2006.
Investing  activities  were  $13,963.  Financing  activities  used cash flows to
reduce mortgages payable and to reduce unsecured loans from related parties.

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 2006, the Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation 48, "Accounting for Income Tax Uncertainties"  ("FIN 48"). FIN 48
defines the threshold for  recognizing  the benefits of tax return  positions in
the financial statements as "more-likely-than-not" to be sustained by the taxing
authority.   Recently   issued   literature   also  provides   guidance  on  the
derecognition, measurement and classification of income tax uncertainties, along
with  any  related  interest  and  penalties.  FIN  48  also  includes  guidance
concerning  accounting  for income tax  uncertainties  in  interim  periods  and
increases  the level of  disclosures  associated  with any  recorded  income tax
uncertainties. FIN 48 is effective for fiscal years beginning after December 15,
2006.  The Company  expects to adopt the  provisions  of FIN 48 beginning in the
first  quarter of 2007.  The Company is currently in the process of  determining
the impact,  if any,  of  adopting  the  provisions  of FIN 48 on its  financial
position, results of operations and liquidity.

     In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
which defines fair value, establishes a framework for measuring fair value under
other accounting  pronouncements that permit or require fair value measurements,
changes the methods  used to measure  fair value and expands  disclosures  about
fair value  measurements.  In  particular,  disclosures  are required to provide
information  on the extent to which  fair  value is used to  measure  assets and
liabilities; the inputs used to develop measurements;  and the effect of certain
of the  measurements  on earnings  (or changes in net  assets).  SFAS No. 157 is
effective for fiscal years beginning after November 15, 2007 and interim periods
within those fiscal years.  Early  adoption,  as of the beginning of an entity's
fiscal year, is also permitted,  provided interim financial  statements have not
yet been issued. The Company expects to adopt the provisions of FIN 48 beginning
in the first quarter of 2008. The Company is currently  evaluating the potential
impact,  if any, that the adoption of SFAS No. 157 will have on its consolidated
financial statements.

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

     In September  2006,  the Securities  and Exchange  Commission  issued Staff
Accounting   Bulletin   No.  108,   "Considering   the  Effects  of  Prior  Year
Misstatements   when   Quantifying   Misstatements  in  Current  Year  Financial
Statements"  ("SAB No.  108").  SAB No. 108 provides  guidance on how prior year
misstatements should be considered when quantifying misstatements in the current
year  financial  statements.  SAB  No.  108  requires  registrants  to  quantify
misstatements  using both a balance sheet and an income  statement  approach and
evaluate  whether either  approach  results in quantifying a misstatement  that,
when all  relevant  quantitative  and  qualitative  factors are  considered,  is
material. SAB No. 108 does not change the guidance in SAB No. 99, "Materiality,"
when evaluating the materiality of misstatements.

     SAB No. 108 is effective  for fiscal years ending after  November 15, 2006.
Upon  initial  application,  SAB No. 108  permits a one-time  cumulative  effect
adjustment to beginning retained  earnings.  The Company adopted SAB No. 108 for
the fiscal year ended December 31, 2006.


                                       15
<PAGE>

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial  Assets  and  Financial  Liabilities  ("SFAS  159").  SFAS 159  allows
entities to measure at fair value many financial  instruments  and certain other
assets and  liabilities  that are not otherwise  required to be measured at fair
value. SFAS 159 is effective for fiscal years beginning after November 15, 2007.
We have not  determined  what impact,  if any,  that  adoption  will have on our
results of operations, cash flows or financial position.


                                       16
<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENT INDEX




                         GLOBAL REALTY DEVELOPMENT CORP.
                          AUDITED FINANCIAL STATEMENTS
            FOR THE YEARS ENDED DECEMBER 31, 2006 and 2005 (RESTATED)





CONTENTS
--------------------------------------------------------------------------------
Report of Independent Registered Public Accounting Firm            Page    F-1

Consolidated Balance Sheets                                                F-2

Consolidated Statements of Operations                                      F-3

Consolidated Statements of Cash Flows                                      F-4

Consolidated Statements of Stockholders' Equity                            F-5

Notes to Consolidated Financial Statements                                 F-6


<PAGE>

                             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.
Coral Springs, FL

We have audited the  accompanying  consolidated  balance sheets of Global Realty
Development  Corp. as of December 31, 2006 and 2005  (restated)  and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
each of the two years in the period  ended  December  31, 2006 (2005  restated).
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,  2006 and 2005  (restated),  and the  consolidated
results  of its  operations  and its cash flows for each of the two years in the
period  ended  December  31,  2006  (2005  restated),  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 B to the
consolidated financial statements, the Company incurred net losses of $6,893,742
and  $16,154,255  for the years  ended  December  31,  2006 and 2005  (restated)
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 B. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


                                       /s/ Meyler & Company, LLC
                                       ---------------------------
                                       Meyler & Company, LLC

Middletown, NJ
April 8, 2007

Except  as to Note 0, as to which the date is  November  30,  2007,  and Notes C
(Variable Interest Entities) and P as to which the date is March 27, 2008.


                                       F-1
<PAGE>


                        GLOBAL REALTY DEVELOPMENT CORP.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                    December 31,
                                                                           ----------------------------
                                                                               2006            2005
                                                                           ------------    ------------
                                                                                            (Restated)
                                    ASSETS

<S>                                                                               <C>             <C>
Cash and cash equivalents                                                  $    110,979    $     20,670
Inventories-at the lower of cost or fair value
   Lots held for sale - company owned                                        29,469,111      27,607,564
   Lots held for sale - seller financed                                                      17,651,067
Miscellaneous receivables                                                       219,827         763,533
Receivable from related party                                                 2,611,369         574,672
Property, plant and equipment, net                                            1,911,514       1,591,138
Film rights                                                                     618,000
Goodwill                                                                      6,794,000
Prepaid expenses and other assets                                             1,091,500         310,421
                                                                           ------------    ------------

       Total Assets                                                        $ 42,826,300    $ 48,519,065
                                                                           ============    ============
                 LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
   Convertible subordinated note                                           $  2,400,000    $  2,400,000
   Accounts payable and other liabilities                                     1,332,083       2,514,945
   Accounts payable - seller financing                                                        8,907,184
   Mortgage notes payable                                                    19,924,616      20,926,845
   Accrued interest expense                                                     876,903         699,463
   Accrued salaries and related taxes                                           454,963          95,000
   Loans from related parties-unsecured                                         585,041       1,754,543
   Loans from related parties-secured                                                         5,160,888
   Income taxes payable                                                       2,302,729       2,346,735
   Other taxes payable                                                        1,619,837         566,138
                                                                           ------------    ------------

       Total Liabilities                                                     29,496,172      45,371,741
Stockholders' Equity:
   Preferred stock, $0.001 par value, 10,000,000 shares
     authorized, no shares issued and outstanding
   Common stock $0.001 par value, 500,000,000 shares
     authorized, 99,532,742 and 86,054,334  shares issued
     and outstanding at December 31, 2006 and 2005, respectively                 99,533          86,054
   Paid in capital                                                           35,917,345      19,693,803
   Accumulated other comprehensive income                                     2,321,164       1,481,639
Accumulated deficit                                                         (25,007,914)    (18,114,172)
                                                                           ------------    ------------
       Total Stockholders' Equity                                            13,330,128       3,147,324
                                                                           ------------    ------------
       Total Liabilities and Stockholders' Equity                          $ 42,826,300    $ 48,519,065
                                                                           ============    ============
</TABLE>



                See accompanying notes to financial statements.

                                       F-2

<PAGE>


                        GLOBAL REALTY DEVELOPMENT CORP.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                                                     Year Ended December 31,
                                                                   ----------------------------
                                                                       2006            2005
                                                                   ------------    ------------
                                                                                    (Restated)
Revenues:

<S>                                                                      <C>             <C>
   Land sales                                                      $  4,596,716
   Other                                                                102,483    $    131,551
                                                                   ------------    ------------
     Total Revenues                                                   4,699,199         131,551
Expenses:
   Cost of sales:
     Cost of properties sold                                          3,887,152
     Provision (Recovery of ) for losses on future sales of land     (2,783,433)      6,037,617
     Write off (Recovery of ) property development costs               (942,000)      6,917,007
   Administrative                                                     9,888,758       1,113,297
   Bad debts expensed                                                 1,118,055       1,617,453
   Interest                                                             414,301         591,214
   Depreciation                                                          10,108           9,218
                                                                   ------------    ------------
     Total Expenses                                                  11,592,941      16,285,806
                                                                   ------------    ------------

Net loss                                                           $ (6,893,742)   $(16,154,255)
                                                                   ============    ============

Net loss per common share
   (basic and diluted)                                             $      (0.08)   $      (0.19)
                                                                   ============    ============
Weighted average common shares outstanding                           91,023,774      86,054,334
                                                                   ============    ============
</TABLE>


                See accompanying notes to financial statements.

                                       F-3




<PAGE>

                        GLOBAL REALTY DEVELOPMENT CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                     Year Ended December 31,
                                                                                  ----------------------------
                                                                                      2006            2005
                                                                                  ------------    ------------
                                                                                                    (Restated)

<S>                                                                                   <C>               <C>
CASH FLOWS FROM OPERATING  ACTIVITIES
   Net loss                                                                    $   (6,893,742)    $(16,154,255)
Adjustments to reconcile net income to cash flows used in operating activities:
       Amortization of prepaid consulting expenses                                  1,639,500
       Depreciation                                                                    10,108            9,218
       Provision (recovery of) for inventory loss                                  (2,783,435)      13,684,724
       Provision for doubtful accounts                                                               1,367,453
       Stock based compensation                                                     6,104,021
   Changes in operating activities:
       (Increase) decrease in prepaid expenses                                        300,421         (310,421)
       Decrease in inventories                                                     13,074,558       23,587,544
       (Increase) decrease in receivables                                             543,706         (758,244)
       (Increase) in related party receivable                                      (2,036,697)        (108,322)
       Decrease in accounts payable                                               (10,090,046)     (23,841,685)
       Increase in accrued salaries and benefits                                      454,963
       Increase in accrued interest                                                   177,440          592,800
       Increase in taxes payable                                                    1,009,693          596,805
                                                                              --------------- ----------------
       NET CASH PROVIDED BY (USED IN) OPERATING
            ACTIVITIES                                                              1,510,490       (1,334,383)
                                                                              --------------- ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                                               (13,963)
                                                                              --------------- ----------------
       NET CASH USED IN INVESTING ACTIVITIES                                          (13,963)
                                                                              --------------- ----------------

CASH FLOWS FROM FINANCING  ACTIVITIES
   Mortgages notes payable, net                                                    (1,002,229)         858,587
   Loans from related parties, unsecured                                           (1,264,502)       1,156,199
                                                                              ---------------  ---------------
       NET CASH PROVIDED BY (USED IN) FINANCING
         ACTIVITIES                                                                (2,266,731)       2,014,786
                                                                              ---------------  ---------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                               860,513         (798,828)
                                                                             ----------------  ---------------
(DECREASE) INCREASE IN CASH                                                            90,309         (118,425)
CASH, BEGINNING OF YEAR                                                                20,670          139,095
                                                                            -----------------  ---------------
CASH, END OF YEAR                                                             $       110,979  $        20,670
                                                                              ===============  ===============

SUPPLEMENTAL CASH FLOW INFORMATION
   Non-cash refinancing of accounts payable/inventories                                        $     2,431,325
   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)
   Non-cash tax offset to related party loan                                                           829,578
   Issuance of common stock and warrants for acquisition
     of MJD Films, Inc.                                                          $  2,612,000
   Issuance of common stock and warrants for acquisition
     of TFM Group, LLC                                                              4,800,000
   Prepaid consulting expense                                                       1,081,500

</TABLE>

                 See accompanying notes to financial statements.


                                      F-4

<PAGE>

                     GLOBAL REALTY DEVELOPMENT CORP., INC.

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (2005 RESTATED)

                                December 31, 2006
<TABLE>
<CAPTION>


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

<S>                                      <C>          <C>         <C>               <C>             <C>              <C>
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 (restated)                                                 (16,154,255)                     (16,154,255)
Adjustments from exchange
   rate changes                                                                                    (561,841)        (561,841)
                                     ----------  ---------   ------------     -------------     -----------     ------------
Balance, December 31, 2005
   (restated)                        86,054,334     86,054     19,693,803       (18,114,172)      1,481,639        3,147,324
                                     ----------  ---------   ------------     -------------     -----------     ------------
Issuance of common stock for
   consulting and preferred at
   prices ranging from $0.70
   to $1.01 per share                 3,478,408      3,479      3,053,839                                          3,057,318
Fair value of warrants issued to
   consultants                                                    134,257                                            134,257
Fair value of warrants issued
   in connection with acquisitions                                512,000                                            512,000
Fair value of options issued to
   officers                                                     5,633,446                                          5,633,446
Issuance of common stock to
   acquire MJD Film, Inc.             4,000,000      4,000      2,396,000                                          2,400,000
Issuance of common stock to
   acquire 51% of TFM Group           6,000,000      6,000      4,494,000                                          4,500,000
Net loss for the year ended
   December 31, 2006                                                             (6,893,742)                      (6,893,742)
Adjustments from exchange
   rate changes                                                                                     839,525          839,525
                                     ----------  ---------   ------------     -------------     -----------     ------------
Balance, December 31, 2006           99,532,742  $  99,533   $ 35,917,345     $ (25,007,914)    $ 2,321,164     $ 13,330,128
                                     ==========  =========   ============     =============     ===========     ============


Comprehensive (loss) is as follows:
                                                             2006                2005
                                                         -----------         ------------
Net Loss                                                 $(6,893,742)        $(16,154,255)
Foreign currency translation adjustment                      839,525             (561,841)
                                                         -----------         ------------
Comprehensive loss:                                      $(6,054,217)        $(16,716,096)
                                                         ===========         ============
</TABLE>



                 See accompanying notes to financial statements.

                                      F-5

<PAGE>



                        GLOBAL REALTY DEVELOPMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006


NOTE A - RESTATEMENTS

     The Company's consolidated financial statements for the year ended December
     31, 2005 have been  restated to record the effect of  additional  losses on
     properties and valuation adjustments related to the market value of certain
     properties.  The effects of the restatements are presented in the following
     table:


                                                      December 31, 2005
                                                ------------------------------
                                                 As Reported      As Restated
                                                ------------      ------------
     Inventories                                $ 51,263,289      $45,258,631
     Receivables                                      33,433          763,533
     Accumulated deficit                         (12,602,628)     (18,114,172)
     Stockholders equity                           8,421,882        3,147,324

     Cost of sales                                 7,443,080       12,954,624
     Net loss                                    (10,642,711)     (16,154,255)

     Net loss per share                                (0.12)           (0.19)


NOTE B - 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.  In 2006, the Company acquired companies in the film
     development  business.  The consolidated  financial  statements include the
     results of operations of these companies.

     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 $6,893,742 and  $16,154,255  for the years ended December 31,
     2006 and 2005, respectively. Management's plans


                                       F-6
<PAGE>


                        GLOBAL REALTY DEVELOPMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006


NOTE B -   BASIS OF PRESENTATION AND NATURE OF BUSINESS (CONTINUED)

     Going Concern (Continued)

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


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Foreign Currency Translation
     ------------------------------

     The Company considers the Australian Dollar to be its functional  currency.
     Assets and  liabilities  were  translated  into US dollars at the  year-end
     exchange rates.  Statement of operations  amounts were translated using the
     average rate during the year.  Gains and losses  resulting from translating
     foreign   currency   financial   statements   were   accumulated  in  other
     comprehensive income, a separate component of stockholders' equity.

     Cash Equivalents
     -----------------

     For purposes of reporting cash flows, cash equivalents  include  investment
     instruments  purchased  with an original  maturity of three months or less.
     There were no cash equivalents in 2006 or 2005.

     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.


                                       F-7
<PAGE>


                        GLOBAL REALTY DEVELOPMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006


NOTE  C- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Inventories
     -----------

     Inventories  and lots  held for sale are  recorded  at the lower of cost or
     fair value less selling costs. Fair value is defined as the amount at which
     an asset could be bought or sold in a current  transaction  between willing
     parties, that is, other than in a forced or liquidation sale.  Construction
     costs are accumulated during the period of construction and charged to cost
     of sales under specific identification methods. Land, land development, and
     common  facility  costs are allocated  based on buildable  acres to product
     types within each project, then charged to cost of sales equally based upon
     the number of lots to be improved.  For inventories  under  development,  a
     loss is recorded when events and circumstances indicate impairment.

     Interest
     ---------

     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.  Interest costs related to properties
     not under  development  are charged to interest  expense  separately in the
     Consolidated Statements of Operations.

     Land Options
     --------------

     Land option costs are capitalized when incurred and either included as part
     of the purchase price when the land is acquired or charged to operations if
     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 completed,  actual
     costs are charged to  operations  in the current  period or a provision  is
     made for anticipated costs of 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.


                                       F-8



<PAGE>


                        GLOBAL REALTY DEVELOPMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Comprehensive Income (Loss)
     ---------------------------

     SFAS No. 130  establishes  standards for the  reporting  and  disclosure of
     comprehensive income and its components to be presented in association with
     a company's financial statements.

     Comprehensive  income  (loss)  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 (loss) is accumulated  in accumulated  other
     comprehensive income (loss), a separate component of stockholders' equity.

     Stock-Based Compensation
     ------------------------

     The Company accounts for employee stock based compensation and stock issued
     for services using the fair value method. In accordance with SFAS No. 123R,
     the  measurement  date of shares issued as  compensation  is the grant date
     fair value.

     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 earlier of the
     performance  commitment  date or the  date  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  exceeds  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  Interpretation  46 ("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

                                       F-9

<PAGE>


                        GLOBAL REALTY DEVELOPMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006


NOTE  C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Variable Interest Entities (Continued)
     --------------------------------------

     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
     considered  the primary  beneficiary  of these  arrangements.  As such, the
     total cost of all such  properties  have been included under  Inventories -
     lots held for sale - seller  financed and the entire  amount of the related
     liability is reflected under accounts  payable - seller financing and loans
     from related parties - secured.

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

     In June 2006, the Financial  Accounting  Standards  Board  ("FASB")  issued
     Interpretation 48,  "Accounting for Income Tax  Uncertainties"  ("FIN 48").
     FIN 48 defines the  threshold  for  recognizing  the benefits of tax return
     positions  in the  financial  statements  as  "more-likely-than-not"  to be
     sustained by the taxing authority. Recently issued literature also provides
     guidance on the derecognition, measurement and classification of income tax
     uncertainties,  along with any related interest and penalties.  FIN 48 also
     includes  guidance  concerning  accounting for income tax  uncertainties in
     interim periods and increases the level of disclosures  associated with any
     recorded  income tax  uncertainties.  FIN 48 is effective  for fiscal years
     beginning  after  December  15,  2006.  The  Company  expects  to adopt the
     provisions of FIN 48 beginning in the first quarter of 2007. The Company is
     currently in the process of determining the impact, if any, of adopting the
     provisions of FIN 48 on its financial  position,  results of operations and
     liquidity.

     In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
     which defines fair value,  establishes a framework for measuring fair value
     under other  accounting  pronouncements  that permit or require  fair value
     measurements,  changes the methods  used to measure  fair value and expands
     disclosures about fair value measurements.  In particular,  disclosures are
     required to provide  information  on the extent to which fair value is used
     to measure assets and liabilities; the inputs used to develop measurements;
     and the effect of certain of the  measurements  on earnings  (or changes in
     net assets).  SFAS No. 157 is effective  for fiscal years  beginning  after
     November 15, 2007 and interim  periods  within those  fiscal  years.  Early
     adoption,  as of  the  beginning  of  an  entity's  fiscal  year,  is  also
     permitted,  provided interim financial statements have not yet been issued.
     The Company  expects to adopt the  provisions  of FIN 48  beginning  in the
     first quarter of 2008.  The Company is currently  evaluating  the potential
     impact,  if any,  that  the  adoption  of SFAS  No.  157  will  have on its
     consolidated financial statements.

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

                                      F-10

<PAGE>

                        GLOBAL REALTY DEVELOPMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006


NOTE  C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Recent Accounting Pronouncements (Continued)
     --------------------------------------------

     In September  2006,  the Securities  and Exchange  Commission  issued Staff
     Accounting  Bulletin  No.  108,  "Considering  the  Effects  of Prior  Year
     Misstatements  when  Quantifying  Misstatements  in Current Year  Financial
     Statements"  ("SAB No.  108").  SAB No. 108 provides  guidance on how prior
     year misstatements  should be considered when quantifying  misstatements in
     the current year financial statements.  SAB No. 108 requires registrants to
     quantify  misstatements  using both a balance sheet and an income statement
     approach and evaluate  whether  either  approach  results in  quantifying a
     misstatement that, when all relevant  quantitative and qualitative  factors
     are  considered,  is material.  SAB No. 108 does not change the guidance in
     SAB  No.  99,   "Materiality,"   when   evaluating   the   materiality   of
     misstatements.

     SAB No. 108 is effective  for fiscal years ending after  November 15, 2006.
     Upon initial application,  SAB No. 108 permits a one-time cumulative effect
     adjustment to beginning retained earnings.  The Company adopted SAB No. 108
     for the year ended December 31, 2006.

     In February  2007,  the FASB issued SFAS No. 159, The Fair Value Option for
     Financial Assets and Financial  Liabilities  ("SFAS 159").  SFAS 159 allows
     entities to measure at fair value many  financial  instruments  and certain
     other assets and liabilities that are not otherwise required to be measured
     at fair value.  SFAS 159 is  effective  for fiscal  years  beginning  after
     November  15,  2007.  We have not  determined  what  impact,  if any,  that
     adoption  will have on our results of  operations,  cash flows or financial
     position.

NOTE D - ACQUISITIONS

     On August 29,  2006,  the  Company  acquired  100% of MJD Films,  Inc.  The
     acquisition price consisted of 4,000,000 restricted shares of the Company's
     common stock and warrants to purchase an additional 2,000,000 shares of the
     Company's restricted common stock at $0.60 per share.

     On October 4, 2006, the Company acquired a 51% interest in the newly formed
     TFM Group,  LLC. The acquisition  price  consisted of 6,000,000  restricted
     shares of the Company's common stock and warrants to purchase an additional
     3,000,000 shares of the Company's restricted stock at $1.00 per share.

     The allocation of the purchase price for these acquisitions was as follows:


                                               MJD Films       TFM Group, LLC
                                             --------------   ---------------
    Common stock                                  2,400,000        4,500,000
    Value per share                          $         0.60   $         0.75
    Warrants                                        212,000          300,000
    Value per share                          $        0.106   $         0.10
                                             --------------   --------------

    Total Purchase                           $    2,612,000   $    4,800,000

    Fair value of net assets acquired:
      Film rights                            $      618,000
      Goodwill                                    1,994,000   $    4,800,000
                                              -------------   --------------
      Total                                  $    2,612,000   $    4,800,000


                                      F-11


<PAGE>

                        GLOBAL REALTY DEVELOPMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006


NOTE E - 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.  (companies  previously  controlled  by Mr.  Peter  Voss,  a principal
     shareholder of the Company),  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. Voss. (See Note H.) The receivable in 2005 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
     provided a  provision  for  uncollectibility  in the amount of  $1,367,453.
     Additionally,   a  $250,000  advance  to  Mr.  Peter  Voss  was  considered
     uncollectible.

     In connection with a revised settlement  agreement dated December 23, 2006,
     Mr.  Voss  pledged  additional  shares of Company  stock to offset the full
     amount of the loan including  settlement costs, a total of $2,611,369.  The
     loan settled on January 5, 2007.  (See Note P.) At the date of this report,
     the shares are being  transferred  to the  Company  and will be  considered
     treasury stock. The provision of $1,367,453  recorded in 2005 was recovered
     in the 2006 financial settlements. (See Note L.)

NOTE F - INVENTORIES - LOTS HELD FOR RESALE

     Inventories consist of the following at:

                                                          December 31,
                                                ------------------------------
                                                    2006             2005
                                                ------------     -------------
     Acquisition costs                          $ 28,866,490     $  47,999,304
     Development costs capitalized                 1,748,049         1,632,717
     Borrowing and holding costs capitalized       2,186,699         1,405,453
     Provision for losses                         (3,332,127)       (5,778,843)
                                                ------------     -------------
                                                $ 29,469,111     $  45,258,631
NOTE G - PROPERTY, PLANT, AND EQUIPMENT

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

                                                   December 31,
                                        -----------------------------   Useful
                                             2006           2005         Life
     ---------------------------------------------------------------------------
     Land                               $  1,497,095    $   1,217,896
     Buildings                               434,234          356,517   30 years
     Equipment                                15,219           34,304   10 years
                                        ------------    -------------
                                           1,946,548        1,608,717
     Less: accumulated depreciation          (35,034)         (17,579)
                                        ------------    -------------
                                        $  1,911,514    $   1,591,138
                                        ============    =============

NOTE H - 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.
     The note  bears  interest  at the rate of 1% per  annum,  requires  monthly
     principal and interest  payments  commencing on September 20,  2005,and was
     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 at
     December 31, 2006 was in default and a consent  judgment was filed  against
     the Company.


                                      F-12

<PAGE>


                        GLOBAL REALTY DEVELOPMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006


NOTE H - CONVERTIBLE SUBORDINATED PROMISSORY NOTE (CONTINUED)

     On January 5, 2007, the note was paid and all obligations against the
     Company have been released.

NOTE I - 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 as follows:

                   2007                   $   9,163,300
                   2008                               -
                   2009                       6,932,422
                   2010                       3,828,894
                                          -------------
                                          $  19,924,616

NOTE J - LOANS FROM RELATED PARTIES - UNSECURED

     In 2006, the Chief Financial Officer received $595,974 from the Company for
     consulting  services  billed in 2005 and 2006 at  approximately  $1,200 per
     month plus  payment  for bills paid by him on behalf of the  Company,.  The
     balance owed to him at December 31, 2006 was  $12,191.  These  amounts were
     unsecured, non-interest bearing and had no specific payment date.

     At various times during 2005, the Company's  chief  executive  officer made
     advances to the Company aggregating  $105,260.  During 2006, these advances
     were repaid and additional advances of $200,000 were made and repaid.

     At various times during 2005, 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. In
     2005,  these loans were offset  against  receivables  due from him.  During
     2006,  he and his  wife  advanced  the  Company  $310,190  and  was  repaid
     $484,330.  At  December  31,  2006,  he and his wife  were  owed  $270,150.
     Additionally, Mr. Voss was paid a salary of $118,000.

     At various  times during the year,  another  principal  shareholder  of the
     Company, Mr. Nick Corcoris and a trust controlled by him and/or his family,
     made loans to the Company  aggregating  $312,330 at December 31, 2005.  The
     amount  owing at  December  31,  2006 is  $337,702.  The  change  is due to
     currency conversion.  These loans are interest bearing,  unsecured and have
     no specific repayment dates.

NOTE K - LOANS FROM RELATED PARTIES - SECURED

     Mr.  Nick  Corcoris,  a  principal  shareholder  of the  Company,  had  the
     following transactions during the year ended December 31, 2005 and 2006:

      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)
                                                                   -----------
      Balance, December 31, 2005                                     5,160,888


                                      F-13


<PAGE>

                        GLOBAL REALTY DEVELOPMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006


NOTE K - LOANS FROM RELATED PARTIES - SECURED (CONTINUED)

     Unsecured Corcoris' loans in 2005                               1,157,562
     Reversal of accruals for Company stock for
       properties acquired in 2005 which were rescinded             (5,784,155)
     Recision of properties in which Corcoris had secured
       loans                                                        (2,919,635)
     Exchange conversion                                               (75,168)
                                                                   -----------

     Balance - written off as bad debts                            $ 2,460,508
                                                                   ===========


NOTE L - BAD DEBTS

     During the year ended December 31, 2006, bad debts expense consists of the
     following:

     Write off of Corcoris' advances (See Note K.)                 $ 2,460,508
     Forfeited deposit                                                  25,000
     Recovery of 2005 loss provision (See Note E.)                  (1,367,453)
                                                                   -----------
                                                                   $ 1,118,055

NOTE M - 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, 2006,  these  differences
     resulted in a deferred tax asset of approximately $3,200,000.  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, 2006.

     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,  2006 and has an
     unlimited  period  to be  utilized.  For  U.S.  taxes,  the  Company's  net
     operating  loss carry  forwards  amounted to  approximately  $1,000,000  at
     December 31, 2006 and will expire 2026.


                                      F-14

<PAGE>

                        GLOBAL REALTY DEVELOPMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006


NOTE N - STOCKHOLDERS' EQUITY

     On January 6, 2006,  the Company  issued  223,048 of its common  shares for
     professional services incurred.  The shares were valued at $1.01 per share.
     The total compensation expense charged to operations was $225,278.

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

     On March 3, 2006, the company designated 1,000,000 shares of its authorized
     preferred  stock as Series A Preferred Stock with a stated value of $2,500.
     The  Series A  Preferred  Stock is  convertible  in one year  from  date of
     issuance  into  common  stock of the  Company  at the rate of one  share of
     Preferred  to 50 shares  of  common  stock.  To date,  no shares  have been
     issued.

     On March 27, 2006,  the Board of Directors  authorized  the adoption of the
     2006 Incentive Stock Option Plan and reserved  13,600,000  shares of common
     stock for the plan.

     On March 27,  2006,  the Board of  Directors  authorized  the  issuance  of
     5,440,000  stock options under the 2006 Incentive  Stock Option Plan to its
     Chief Executive  officer at $1.05 per share of which  3,440,000  shares are
     exercisable  immediately and 2,000,000  shares are exercisable on March 31,
     2007. The fair value of these options was calculated to be $4,889,775.  For
     the year ended December 31, 2006, $4,402,910 was charged to operations.

     On March 27,  2006,  the Board of  Directors  authorized  the  issuance  of
     1,500,000  stock options under the 2006 Incentive  Stock Option Plan to its
     Chief financial  officer at $1.05 per share of which  1,000,000  shares are
     exercisable  immediately  and 500,000  shares are  exercisable on March 31,
     2007. The fair value of these options was calculated to be $1,352,252.  For
     the year ended December 31, 2006, $1,230,536 was charged to operations.

     On May 4, 2006, the Board of Directors  issued  2,100,000  shares of common
     stock to Redwood  Consultants  for services to be provided over the ensuing
     12  months.   The  shares  were  valued  at  $0.94  per  share  aggregating
     $1,974,000.  Consulting expense charged to operations during the year ended
     December 31, 2006 was $1,316,000.

     On June 12, 2006,  the Company issued 90,000 shares of its common stock for
     professional   services.   The  shares  were  valued  at  $0.70  per  share
     aggregating  $63,000 which was charged to operations  during the year ended
     December 31, 2006.

     On July 16, 2006, the Company issued 200,000 shares of its common stock for
     professional  services to be incurred  over a 12 month  period.  The shares
     were valued at $0.735 per share aggregating $147,000.

     During the year ended December 31, 2006, $73,500 was charged to operations.
     Additionally,   the  Company   issued  200,000  common  stock  warrants  in
     connection   with  the   professional   services   which  are   immediately
     exercisable.  The fair value of the common stock warrants was calculated to
     be $22,972 which was charged to operations  during the year ended  December
     31, 2006.

     On July 25,  2006,  the  Company  issued  800,000 of its  common  stock for
     professional fees to be provided over the next year. The shares were valued
     at $0.75 per share  aggregating  $600,000 of which  $250,000 was charged to
     operations for the year ended December 31, 2006.


                                      F-15

<PAGE>

                        GLOBAL REALTY DEVELOPMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006


NOTE N - STOCKHOLDERS' EQUITY (CONTINUED)

     On August 29, 2006, the Board of Directors  issued  4,000,000 shares of its
     common stock and 2,000,000 common stock warrants to acquire MJD Films, Inc.
     The shares  were  valued at $0.60 per share and the common  stock  warrants
     were  valued  at  $0.106  per  common  stock  warrant.  (See  Note D to the
     Financial Statements.)

     On September 30, 2006, the Company issued 65,360 shares of its common stock
     for  professional  services.  The  shares  were  valued at $0.735 per share
     aggregating  $48,040 which was charged to operations  during the year ended
     December 31, 2006.

     On October 4,  2006,  the board of  Directors  issued  6,000,000  shares of
     common stock and 3,000,000 warrants for a 51% investment in TFM Group, LLC.
     The shares  were  valued at $0.75 per share and the common  stock  warrants
     were valued at $0.10 per warrant. (See Note D to the Financial Statements.)

NOTE O - STOCK OPTION AND WARRANT AGREEMENTS


     On March 27,  2006,  the 2006  Incentive  Plan was  adopted by the Board of
     Directors and 13,600,000 shares of Common Stock were initially reserved for
     issuance.  Under the Plan,  options  may be granted  which are  intended to
     qualify as Incentive Stock Options ("ISOs") or which are not ("Non-ISOs").

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

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

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

     Between March 31, 2006 and October 4, 2006,  the Company  issued  6,940,000
     options and  6,200,000  warrants.  All options were issued to employees and
     all  warrants  were issued to  consultants  and for new  acquisitions.  All
     warrants  and  4,440,000  options  are  exercisable  immediately,  and  the
     remaining options are exercisable on March 31, 2007. Options expire 5 years
     from the date of issuance and the warrants  expire three years from date of
     issuance. The following is a summary of the Company's options and warrants:
<TABLE>
<CAPTION>



                                             Weighted                          Weighted
                                             Options            Average        Warrants          Average
                                           Outstanding       Exercise price    Outstanding    Exercise Price
                                         -------------      ---------------    -----------    ---------------
<S>                                            <C>               <C>              <C>              <C>
         Balance, December 31, 2005

         Granted                              6,940,000            $1.05       6,200,000           $1.06
         Exercised
         Cancelled
                                             ----------          -------      ----------         -------
         Balance, December 31, 2006           6,940,000            $1.05       6,200,000           $1.06
                                             ==========          =======      ==========         =======
</TABLE>

The  average fair value of options granted was $0.79 and the average fair value
     of warrants granted was $0.10 The fair value was estimated using binomial
     lattice option pricing models based on the weighted average assumptions of:

                                     Options           Warrants
                                     ----------------- ---------------
        Risk-free rate               4.82%             4.53% - 5.13%
        Volatility                   180%              177% - 180.1%
        Expected life                5 years           3 years
        Dividend yield               0%                0%



                                      F-16
<PAGE>


                        GLOBAL REALTY DEVELOPMENT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006

NOTE O - STOCK OPTION AND WARRANT AGREEMENTS (CONTINUED)

     The  following  summarizes  stock  options  and  warrants  outstanding  and
     exercisable at December 31, 2006:

<TABLE>
<CAPTION>

                                                   Weighted                                            Weighted
                            Weighted    Average    Aggregate                  Weighted     Average     Aggregate
  Exercise      Options      Average    Exercise   Intrinsic    Warrants       Average     Exercise    Intrinsic
   price      Outstanding      Life      Price      Value      Outstanding      Life        Price       Value
   -----      -----------      ----      -----      -----      -----------      ----        -----       -----


<S>               <C>         <C>         <C>        <C>            <C>          <C>         <C>           <C>
   $0.60                                                  -    2,000,000        2.67        $0.60       $60,000
   $1.00                                                  -    3,000,000        2.75        $1.00             -
   $1.05       4,440,000       4.25       $1.05           -
   $2.00                                                         200,000        2.54        $2.00             -
   $2.00                                                       1,000,000        2.50        $2.00             -
</TABLE>


     The aggregate  intristic value in the preceding table  represents the total
     pretax  intrinsic  value based on stock  options and warrants with exercise
     prices less than the Company's  closing stock price of $0.63 as of December
     31, 2006,  which would have been received by the option and warrant holders
     had those option and warrant holders exercised their options or warrants as
     of that date.

     During the year ended December 31, 2006, the Company recognized  $6,279,703
     in expense  related to the issuance of these options and warrants which was
     credited to Additional Paid-In Capital.

     As of December 31, 2006, the unrecognized  compensation  expense related to
     the unvested options was $608,581 and was recognized in 2007.

NOTE  P  -  LAND  HELD  FOR  RESALE  AND  RELATEDLIABILITIES

     All  properties  which  consist of lots held for sale are wholly  owned and
     controlled by the subsidiaries  listed in Note B and these subsidiaries are
     the  only  obligors  under  the  contracts.   The  terms  of  the  purchase
     arrangements are as follows:


          o    Terms are negotiated with each individual seller.

          o    A deposit is normally paid, generally 10%.

          o    The balance is on the seller's terms and due when various
               conditions are met, i.e. when local government grants a permit to
               subdivide or build.

          o    When conditions are met and payment to the seller required, a
               mortgage loan is arranged.

          o    Interest only is paid and the principal is repayable when the
               property is sold.

          o    The loan is for a three year period, able to be extended after
               three years.

          o    The maximum amount of the loan is 50-60% of the mortgagor
               appraisal of the property.

          o The deposit is forfeited if the transaction is not accomplished.

     The costs of all such  properties  have been included  under  Inventories -
     Lots held for sale,  and the related  liabilities  are included in accounts
     payable - seller financing,  mortgage notes payable, and loans from related
     parties - secured.


NOTE Q - SUBSEQUENT EVENTS

     On January 5, 2007,  the Company  sold one of its real  estate  development
     properties to Walker International  Corporation for $9.2 million. This sale
     resulted in a profit before taxes of approximately $2.2 million.

     On  January  5,  2007,  the  Sapphire  Note was  repaid  in the  amount  of
     approximately $2,611,000 including all costs. (See Note H.)


                                      F-17
<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.

     Management,  after reviewing comments raised by the Securities and Exchange
     Commission in October 2007 with respect to its financial  reporting and the
     related adequacy of the Company's  disclosure controls and procedures,  has
     determined  that its disclosure  controls and procedures were not effective
     as of December 31, 2005 and 2006 and there were  material  deficiencies  in
     its  disclosure  controls  and  procedures.  A  "material  weakness"  is  a
     reportable condition in which the design or operation of one or more of the
     specific  control  components  has a defect or  defects  that  could have a
     material  adverse effect on our ability to record , process,  summarize and
     report financial data in the financial statements in a timely manner. These
     material  weaknesses  are:  (1)  the  lack  of  sufficient   knowledge  and
     experience   among  the  internal   accounting   personnel   regarding  the
     application  of US  GAAP  and  SEC  requirements;  (2)  Inadequacy  of  the
     financial  review  process as it pertains to various  account  analyses and
     disclosures.  While we believe that we have adequate  policies,  we believe
     our   implementation   of  those  policies  should  be  improved.   We  are
     re-evaluating  these  various  factors  and  are  implementing   additional
     procedures to alleviate these weaknesses.

     In order to alleviate such weaknesses, management has or intends to: o

     o    Provide a longer review period of time and more rigorous internal
          review of accounting data prior to submission to our independent
          auditors.

     o    Engage the services of an outside accounting professional to advise
          the Company in the preparation of their financial statements.

     o    The Company plans to further implement written policies and procedures
          for accounting and financial statement preparation in accordance with
          current and future requirements of SEC Item 307 of regulation S-B and
          SOX 404.

ITEM 8B. OTHER INFORMATION

     None.


                                       17

<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           56       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.  Davis  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.


                                       18

<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

     None



ITEM 10. EXECUTIVE COMPENSATION

     The following  summary  compensation  table sets forth certain  information
concerning  compensation  paid to our  Chief  Executive  Officer  and our  Chief
Financial Officer (the "Named Executive Officers") whose total annual salary and
bonus for services  rendered in all  capacities  for the year ended December 31,
2006 was $100,000 or more.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                                Non-
                                                                                 Non-Equity   Qualified
                                                                                 Incentive    Deferred     All
                                                                                  Plan         Compens    Other
                                                          Stock       Option     Compens-       -ation   Compens
                                     Salary     Bonus     Awards       Awards     ation       Earnings   -ation
Name and Principal Position  Year     ($)      ($) (1)     ($)        ($) (2)      ($)           ($)      ($)       Total
------------------------------------------------------------------------------------------------------------------------------

<S>                         <C>     <C>                              <C>                                         <C>
Robert Kohn                 2006    230,000         -         -      4,402,970      -            -         -     4,632,970
Chief Executive Officer     2005     95,000   200,000         -                     -            -         -       295,000 (3)
Roger C. Davis              2006    140,288         -         -      1,230,536      -            -         -     1,370,824
Chief Financial Officer     2005    119,960         -         -                     -            -         -       119,960 (4)

</TABLE>


                                       19

<PAGE>

(1)  Bonus was accrued and has not been paid.

(2)  Option award amounts are  calculated  using the  provisions of Statement of
     Financial  Accounting  Standards  ("SFAS") No. 123R,  Share-Based  Payment.
     Further details can be found in Item 6 under "Critical  Accounting Policies
     - Stock Based Compensation."

(3)  Mr. Kohn's salary was accrued for 2005 and 2006.  Mr. Kohn was paid $55,000
     in 2006, toward his 2005 salary and bonus.

(4)  Mr.  Davis  salary  for 2006  and  payments  for  salary  for 2005  equaled
     $227,691.

OUTSTANDING EQUITY AWARDS AT YEAR-END

Below is information relating to unexercised options held by Robert D. Kohn, our
Chief Executive Officer and Roger C. Davis, our Chief Financial  Officer,  as of
December 31, 2006. No other named executive officer held any unexercised options
or unvested stock as of such date.

Option Awards
<TABLE>
<CAPTION>
                                                                                     Equity
                                                                                    Incentive
                                                                                      Plan
                                                   Number          Number            Awards:
                                                     Of             of              Number of
                                                 Securities      Securities        Securities
                                                 Underlying      Underlying        Underlying
                                                 Unexercised     Unexercised       Unexercised     Option
                                                   Options         Options          Unearned      Exercise     Option
                                                    (#)             (#)             Options        Price     Expiration
Name                                             Exercisable    Unexercisable         (#)           ($)         Date
-------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>                   <C>          <C>        <C>  <C>
Robert D. Kohn                                     3,440,000     2,000,000             0            1.05       3/31/2011

Roger C. Davis                                     1,000,000       500,000             0            1.05       3/31/2011
</TABLE>

Robert D. Kohn

5,440,000 options expiring on  March 31, 2011:

3,440,000 options vested immediately
2,000,000 options vest on  April 1, 2007

Roger C. Davis

1,500,000 options expiring on  March 31, 2011

1,000,000 options vest immediately
500,000 options vest on   April 1, 2007


                                       20

<PAGE>

Stock Option Plan

General

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

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

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

Purpose

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

Administration

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

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

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


                                       21

<PAGE>


Eligibility

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

Terms of Options

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


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

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

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

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

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

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

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


                                       22

<PAGE>

Employment Agreements

     There is presently only one employment agreement between the Company and Mr
Peter  Voss.  Mr Voss is employed  by Ausland  Properties  Pty Ltd on a one year
commercial  based  employment  contract  for a  salary  of  $118,000.  It is the
intention of Global Realty Development Corp to renew this contract for 2007.

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.

     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.


                                       Number of     Percentage of Shares
Name of Beneficial Owner                 Shares       Beneficially Owned
-------------------------             -----------    --------------------
Executive officers and directors:
Roger Davis                              400,940              *
Robert Kohn                                    0              *

All Directors and
Executive Officers                       400,940              *
as a Group (2 persons)

5% Stockholders:

Peter Voss (1)                        24,774,431            24.89%
Kathryn Voss (2)                      24,774,431            24.89%
Nick Corcoris (3)                      8,444,444             8.48%
Michael J. Corcoris (4)               21,111,110            21.21%
Jennifer Corcoris (5)                  8,444,444             8.48%

* less than 1%

(1)  Of the  shares  beneficially  owned  by Mr.  Voss,  11,924,444  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
     of which  2,866,425  shares will be returned to the Company in 2007 as part
     of the  Sapphire  Note  payoff;  4,222,222  shares are owned by  Australian
     Native Estates Pty Ltd, a company owned and controlled by Mr. Voss, 268,321
     shares are owned by  Dominion  Capital  Japan Pty Ltd, a company  owned and
     controlled by Mr. Voss and 4,222,222 shares are owned by Marino  Investment
     Services Pty Ltd, a company owned and controlled by Mr. Voss.

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

(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


                                       23



<PAGE>




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

(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.

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 25% 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
judgment.  A1  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.

     On January 5, 2007,  the Sapphire  Note was satisfied by the Company and A1
Financial Planners has agreed to fulfill its pledge agreement by transferring to
the Company the escrowed shares of 2,254,087 and an additional 2,866,245 shares.
The total of  5,020,232  shares of common  stock will be retired and returned to
the Company's treasury in 2007.


                                       24

<PAGE>

UNSECURED LOANS FROM RELATED PARTIES

In 2006,  the Chief  Financial  Officer  received  $595,974 from the Company for
consulting  services billed in 2005 and 2006 at  approximately  $1,200 per month
plus payment for bills paid by him on behalf of the  Company,.  The balance owed
to him  at  December  31,  2006  was  $12,191.  These  amounts  were  unsecured,
non-interest bearing and had no specific payment date.

At various  times  during  2005,  the  Company's  chief  executive  officer made
advances to the Company aggregating  $105,260.  During 2006, these advances were
repaid and additional advances of $200,000 were made and repaid.

At various times during 2005, 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. In 2005, these loans
were offset  against  receivables  due from him.  During  2006,  he and his wife
advanced the Company $310,190 and was repaid $484,330.  At December 31, 2006, he
and his wife were owed  $270,150.  Additionally,  Mr.  Voss was paid a salary of
$118,000.

At various times during the year, another principal  shareholder of the Company,
Mr. Nick Corcoris and a trust controlled by him and/or his family, made loans to
the Company  aggregating  $312,330 at December  31,  2005.  The amount  owing at
December 31, 2006 is $337,702.  The change is due to currency conversion.  These
loans are interest bearing,  unsecured and have no specific  repayment dates. 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.

LOANS TO RELATED PARTIES

During  2005,  the Company  entered  into land option  contracts to acquire land
tracts in Australia from the Corcoris family  companies  represented by Mr. Nick
Corcoris,  a principal  shareholder of the Company, for an approximate amount of
$5,784,155  in  common  shares  and  $2,919,635  in cash  which was to be offset
against  advances taken by Mr. Corcoris of $3,542,902 in 2004. These amounts for
the  purchase of the  properties  were to be paid with cash and the  issuance of
common  stock  of the  Company  at  settlement.  All of the  above  land  option
contracts have expired and neither party has elected to extend or enter into any
new agreements with respect to such land tracts. Therefore, the Company believes
that Mr. Corcoris now owes the Company $3,542,902 for the advances taken in 2004
as they are no longer secured by land option contracts.  The Company has reduced
this amount by the unsecured  loan in 2004 of  $1,157,562  leaving a net balance
due from Mr.  Corcoris of  $2,460,508.  The Company has included this advance in
cost of  sales  for  accounting  purposes.  As a  result  of the  aforementioned
expiration of the contracts and return of the properties,  the Company no longer
maintains a secured interest in the properties.


OTHER RELATED PARTY TRANSACTIONS

     Peter Voss was employed by Ausland Properties Pty Ltd and received a salary
of  approximately   $118,000  for  the  year  2006.  Mr.  Voss  duties  included
International business development and real estate related activities.


                                       25
<PAGE>

ITEM 13. EXHIBITS

Exhibits:

Number    Exhibit

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,  2006 and 2005,  and for the reviews of the  financial  statements
included in our  Quarterly  Reports on Form 10-QSB  during that fiscal year were
$108,980 and approximately $136,000, 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, 2006 and 2005.

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, 2006 and 2005.

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


                                       26
<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 DEVELOPMENT CORPORATION

BY:  /s/ Robert Kohn
     -----------------
     Robert Kohn - Chief Financial Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


         NAME                            TITLE                        DATE
---------------------  -------------------------------------   ---------------

/s/ Peter Voss        Director and Chief Executive Officer    March 27, 2008
---------------------
Peter Voss

/s/ Robert Kohn        Director and Chief Financial Officer    March 27, 2008
---------------------
Robert Kohn



                                       27