UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~OF

~~July~~THE ~~30,~~SECURITIES ~~2007~~EXCHANGE ~~(July~~ACT ~~25,~~OF ~~2007)~~1934

Date of Report (Date of earliest event reported): February 6, 2008 (January 31, 2008)

GLOBAL REALTY DEVELOPMENT CORP.

(Exact name of ~~Company~~registrant as specified in ~~its~~ charter)

Delaware	000-32467	30-0360216
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Delaware

(State or other jurisdiction of incorporation)

000-32467

(Commission

File Number)

30-0360216

(IRS Employer

Identification No.)

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

~~Coral~~Registrant’s ~~Springs~~telephone number, ~~Florida~~including ~~33076~~area code: (954) 603-0522

(~~Address~~Former name of ~~principal~~former ~~executive offices~~address, ~~including~~if ~~zip~~changed ~~code~~since last report)

~~Company's telephone~~Copies ~~number, including area code~~to: ~~(954) 603-0522~~

~~Check the appropriate~~Addison ~~box below if the Form 8-~~K. ~~filing~~Adams ~~is intended to simultaneously satisfy the filing obligations of the Company under any of the following provisions (see General Instruction A~~Esq.~~2. below):~~

oRichardson ~~Written communications~~& ~~pursuant~~Patel ~~to Rule 425 under the Securities Act (17 CFR 230.425)~~LLP

oMurdock ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~Plaza

o10900 ~~Pre-commencement~~Wilshire ~~communications~~Boulevard, ~~pursuant~~Suite ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~500

oLos ~~Pre-commencement~~Angeles, ~~communications~~California ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~90024

~~This~~Phone: Form 8-K and other reports filed by the Company from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management310. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward looking statements208. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.1182

~~ITEM~~Fax: 1310.~~01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT~~208.1154

~~On July 25,~~Check ~~2007, Global Realty Development Corp. (~~the ~~"Company") entered into a Note~~ ~~and~~appropriate ~~Warrant~~box ~~Purchase~~below ~~Agreement~~if (the ~~"Purchase Agreement")~~Form ~~and~~8-K ~~related~~filing ~~transaction~~is ~~documents~~intended ~~with four accredited investors (the "Purchasers"), pursuant~~ to ~~which the~~simultaneously ~~Company~~satisfy ~~sold to~~ the ~~Purchasers~~filing anobligation ~~aggregate~~ of ~~1,125,000 unit securities (~~the ~~“Offering~~ ~~Units”)~~registrant atunder aany ~~price~~ of ~~$1.00~~the ~~per Offering~~following ~~Unit~~provisions ~~for~~(see anGeneral ~~aggregate~~Instruction ~~purchase price of $1,125,000~~A. ~~Each Offering Unit consists of $1~~2.00 ~~of 12% Senior Promissory Notes (the “Notes”) and Initial Warrants and Additional Warrants (as defined and described~~ below)~~. The following is a brief description of the other terms and conditions of the Purchase Agreement and related transaction documents that are material to the Company.~~:

~~Notes~~[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Each Offering~~[ ~~Unit consists of Notes which are due and payable on the earlier of~~] ~~the following~~Soliciting ~~dates:~~material ~~(i)~~pursuant ~~180 days from the date of issuance (the “Original Maturity Date”) unless extended by the Company for up~~ to anRule ~~additional~~14a-12 ~~180 days (the “Extended Maturity Date”); (ii) the date on which the outstanding principal amount is prepaid in full as permitted~~ under the ~~terms~~Exchange ofAct ~~the Notes~~ (~~the “Prepayment~~17 ~~Date”); (iii) the date on which the~~CFR Company raises more than $15,000,000 in equity or debt financing (exclusive of the Purchase Agreement offering and certain other offerings, including the offering of the Voss Securities described below) (the “Funding Date”); and (iv) any other date on which any principal amount of, or accrued unpaid interest on, any 240.14a-12~~% Senior Note is declared to be, or becomes, due and payable pursuant to its terms prior to the Original Maturity Date (the "Acceleration Date"~~).

~~The outstanding~~[ ~~principal amount of the Notes bears simple interest at the annual~~] ~~rate~~Pre-commencement ofcommunications ~~12%~~pursuant ~~from the date of issuance through the earliest~~ to ~~occur~~Rule of14d-2(b) ~~the Maturity~~under ~~Date,~~ the ~~Prepayment~~Exchange ~~Date, the Funding Date, or the Acceleration~~Act ~~Date. In~~(17 ~~the~~CFR ~~event the Company extends the Original Maturity Date, the interest rate will increase to 16% percent from the Original Maturity Date until the Note is paid~~240. ~~At any time and at its sole election, the Company may prepay, in whole or in part, the outstanding balance of the Notes~~ 14d-2(~~principal and interest~~b) ~~without penalty or premium.~~)

~~The Notes are~~[ ~~senior to all current indebtedness of the Company, however, the Company~~] ~~is permitted~~Pre-commencement tocommunications ~~incur~~pursuant up to ~~ten~~Rule ~~million dollars~~ 13e-4(~~$10,000,000~~c) ofunder ~~indebtedness pari passu to~~ the ~~Notes. The~~Exchange ~~Notes are also secured pursuant~~Act to(17 aCFR ~~Security Agreement as defined and described below~~240.13e-4(c))

~~Pursuant~~Item ~~to the terms of the Notes, the Company also agreed to complete a currently~~5.02 Departure ~~contemplated $25 million private placement offering~~ of ~~its~~Directors ~~common stock to Peter Voss and/~~or ~~his~~Principal ~~affiliates~~Officers; atElection ~~$0.25~~of ~~per~~Directors; ~~share~~Appointment ~~(the “Voss Securities”) within 30 business days after the closing date~~ of ~~the~~ ~~Offering~~Principal ~~Units~~Officers. ~~The Voss Securities have no registration rights.~~

~~Security~~Resignation of Roger Davis ~~Agreement~~as Chief Financial Officer and Director

InOn ~~connection~~January ~~with~~31, 2008 the ~~Purchase~~Board ~~Agreement~~of ~~and~~Directors ~~issuance~~ of ~~the~~Global ~~Offering~~Realty ~~Units,~~ Development Corp. (the “Company”), ~~entered~~by ~~into~~written aconsent, ~~Pledge~~has ~~and~~accepted ~~Security~~the ~~Agreement~~resignation of ~~even~~Mr. ~~date~~Roger ~~with~~Davis as the ~~Purchase~~ ~~Agreement~~Company’s ~~(the~~Chief ~~“Security~~Financial ~~Agreement”)~~Officer ~~with~~and as a ~~collateral~~ ~~agent~~member ~~for~~of the ~~benefit~~board of directors (the ~~Purchasers. Pursuant~~“Board”) toof the ~~Security~~ ~~Agreement~~Company, ~~the~~effective ~~Notes~~immediately. Mr. Davis ~~are~~is ~~secured~~66 byyears aold ~~perfected~~and ~~first~~has ~~lien,~~decided ~~including a UCC~~to semi-1retire. There ~~security~~were ~~agreement,~~no disagreements onbetween aor ~~collection~~among ofMr. Davis ~~certain~~and ~~entertainment~~the ~~memorabilia~~Company or any officer or ~~owned~~director byof the Company.

~~Warrants~~In connection with his resignation, Mr. Davis has furnished the Company with a letter of resignation dated January 31, 2008 and which is incorporated herein by reference and filed as Exhibit 10.1

~~Each Offering~~Resignation ~~Unit consists~~ of ~~initial~~Robert ~~warrants to purchase three shares of Company common stock for every $1~~D.~~00 of Notes issued by the Company (the~~ ~~“Initial~~Kohn Warrants”). The Initial Warrants have an exercise price per Warrant Share equal to $0.30 per share and are exercisable for five years from the date of issuance. In addition to the Initial Warrants, each Offering Unit included an additional warrant (the “Additional Warrant”) to purchase one share of Company common stock for every $1.00 of Notes issued by the Company. The Additional Warrant is identical in all terms to the Initial Warrants (together, the “Warrants”), except that the Additional Warrant is contingent upon the occurrence of certain events (such as anChief ~~event~~Executive ofOfficer ~~default or Registration Failure as defined below)~~ and, inhis ~~the~~appointment absence of such events, will never become exercisable or delivered to the Purchasers. The shares of Company common stock underlying the Warrants total an aggregate of 4,500,000 shares and are referred to as ~~the~~Chief ~~“Warrant~~Financial ~~Shares”.~~Officer

In connection with the resignation of Roger Davis as the Company’s Chief Financial Officer, as more fully described above, and the appointment of Peter D. Voss as the Company’s Chief Executive Officer and Chairman, as more fully described below, on January 31, 2008 the Board, by written consent, has appointed Robert D. Kohn as the Company’s Chief Financial Officer and has accepted the resignation of Robert D. Kohn as the Company’s Chief Executive Officer and Chairman, effective immediately. Mr. Kohn will remain a member of the Board.

Mr. Kohn has been appointed as the Company’s Chief Executive Officer on June 2005 and was appointed as a member of the Board in April 2005. From April 2004 until January 2005, Mr. Kohn served as a financial specialist for Wachovia Bank N.A. From May 2001 until April 2004, Mr. Kohn served as the Chief Financial Officer of the Global Trade Group, a company involved in international trade activities. Mr. Kohn does not hold a directorship in any other reporting company. Mr. Kohn is 56 years old.

Mr. Kohn is a Certified Public Accountant and received a B.A. in Accounting and Economics from Temple University in 1972.

There is no family relationship among the directors or officers.

Since the beginning of the Company’s last fiscal year, there has been no transaction or proposed transaction that the Company was or is a party to in which Mr. Kohn had or is to have a direct or indirect material interest, except as follows:

On July 23, 2007, a commission agreement was entered into between Robert Kohn and Roy Sciacca, shareholder of SMS Text Media Inc., (“SMS”) in connection with the acquisition of SMS by the Company. As per the terms of the commission agreement, Roy Sciacca paid Mr. Kohn a 10% commission based on his proceeds from the sale of SMS Text Media Inc. to the Company, up to $100,000, plus 300,000 shares of the Company’s common stock received by Mr. Sciacca in connection with the sale.

Appointment of Peter Voss as Chief Executive Officer and Director

In connection with the resignation of Roger Davis from the Company’s Board, and the resignation of Robert D. Kohn as Chief Executive Officer of the Company, as more fully described above, on January 31, 2008, the Board, by written consent, has appointed Peter D. Voss as the Company’s Chief Executive Officer to replace Mr. Kohn, and as a member and chairman of the Board to replace Mr. Davis, effective immediately.

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

~~Registration~~There is ~~Rights~~no ~~Agreement~~family relationship among the directors or officers.

InSince the ~~connection~~beginning ~~with~~of the ~~Purchase~~Company’s ~~Agreement~~last ~~and~~fiscal ~~the~~year, ~~issuance~~there ofhas ~~the~~been ~~Offering~~no ~~Units,~~transaction or ~~the~~proposed ~~Company~~transaction ~~and~~that the ~~Purchasers~~Company ~~entered~~was ~~into~~or is a ~~registration~~party ~~rights~~to ~~agreement~~in which Mr. Voss had ~~of even~~or ~~date~~is ~~with~~to ~~the~~have ~~Purchase~~a ~~Agreement~~direct ~~(the~~or ~~“Registration~~indirect ~~Rights~~material interest, except as ~~Agreement”).~~follows:

~~Pursuant to~~· ~~the~~During ~~Registration Rights Agreement,~~ the ~~Company~~quarter ~~agreed~~ended toSeptember ~~prepare and file~~30, ~~within~~ ~~120 calendar days after the final closing date for the Offering Units~~2007, ~~a registration~~ ~~statement~~payments onin ~~Form S-3 or another form permitted by~~ the ~~Securities and~~amount ~~Exchange Commission (the “Registration Statement”) for the purpose~~ of ~~registering~~$200,000 ~~the~~were ~~resale~~made ~~of the Warrant Shares and shares of common stock underlying any warrants which may be issued~~ to ~~Halpern~~Accrued ~~Capital, Inc.~~Equities ~~and/or its designees and assignees~~Pty, ~~up to the maximum permitted for registration under Rule 415 of the Securities Act of 1933~~Ltd, ~~as amended (the “Securities Act”). The Company also granted certain “piggy-back” registration rights to the Purchasers which are triggered if the Company proposes to file~~ a ~~registration~~company ~~statement~~controlled ~~for~~by ~~its~~Peter ~~own account or the account of others at any time prior to the earlier of: (i) the expiration of two-years from the final closing date for the Offering Units~~Voss, ~~or (ii) the availability~~ for ~~sale~~additional ofexpenses ~~the~~incurred ~~Warrant~~with ~~Shares without volume limitation pursuant to Rule 144(k) of~~ the ~~Securities~~on-going ~~Act. Notwithstanding~~business ~~the~~development ~~foregoing, the Company has the right to postpone the Registration Statement if (i) so required under the terms~~ of ~~another~~Pachinko financing for not less than five millions dollars ($5 million) and such financing is completed within 90 calendar days of the final closing date for the Offering Units or (ii) agreed to by the Company and PurchasersParlors.

~~If (i) the~~· ~~Company~~During ~~does~~the ~~not~~quarter ~~obtain~~ended anJune ~~effective~~30, ~~Registration~~2007, ~~Statement~~payments ~~within~~in ~~one year from~~ the ~~date~~amount of ~~the~~$81,000 ~~Registration~~were ~~Rights~~made ~~Agreement~~to ~~(“Registration Failure”)~~Marino ~~and~~Investments ~~(ii)~~Services ~~the~~Pty, ~~Securities~~Ltd, ~~and~~a ~~Exchange~~company ~~Commission~~controlled ~~has~~by ~~not enacted~~Peter ~~revisions~~Voss, to ~~Rule~~pay ~~144~~for ~~that~~additional ~~would~~expenses ~~shorten~~incurred with the ~~required~~potential ~~holding~~acquisition ~~period~~ of ~~the~~ ~~Warrant~~Pachinko ~~Shares, then the Company will issue the Additional Warrants to the 12% Note holders~~Parlors.

~~The securities~~· ~~sold~~During ~~pursuant to~~ the ~~Purchase~~quarter ~~Agreements~~ended ~~have~~March ~~not~~31, ~~yet~~2007, ~~been~~payments ~~registered under~~in the ~~Securities~~amount ~~Act~~of $400,000 ~~and~~were ~~may~~made ~~not~~to beMarino ~~offered~~Investments orServices ~~sold~~Pty, inLtd, ~~the~~a ~~United~~company ~~States in the~~controlled ~~absence~~by ofPeter anVoss, ~~effective~~to ~~registration~~pay ~~statement~~for orexpenses ~~exemption~~incurred ~~from registration~~with ~~requirements~~the potential acquisition of Pachinko Parlors.

~~Placement~~In ~~Agent~~connection with his appointments, Mr. Voss has furnished the Company with a letter of acceptance dated February 1, 2008 and which is incorporated herein by reference and filed as Exhibit 10.2

~~Halpern~~Item ~~Capital, Inc~~8. ~~(“Halpern”) acted as the placement agent~~01 Other ~~for the Offering Units, pursuant to which Halpern will receive the following fees from the Company in consideration for services rendered:~~Events

~~(i)~~On February 6, 2008, the Company issued a ~~warrant~~ topress ~~purchase~~release anannouncing ~~amount~~the resignation of ~~shares~~Mr. Davis as its Chief Financial Officer and member of ~~Company~~the ~~common~~Board, ~~stock~~the ~~equal~~resignation toof 7%Mr. Kohn as Chief Executive Officer and his appointment as Chief Financial Officer, and the appointment of ~~the~~Mr. ~~Warrant~~Voss ~~Shares~~as ~~underlying~~Chief ~~the~~Executive ~~Initial~~Officer ~~Warrants~~and ~~included~~Chairman inof the ~~Offering~~Board. A copy ~~Units~~of (the ~~“Initial~~press ~~Broker~~release ~~Warrant”);~~is incorporated herein by reference and filed as Exhibit 99.1.

~~(ii)~~Item ~~subject~~9.01 Financial Statements ~~to removal of the contingencies~~ and delivery of the Additional Warrant to the Purchasers, a warrant to purchase an amount of shares of Company common stock equal to 7% of the Warrant Shares underlying the Additional Warrants included in the Offering Units (the “Additional Broker Warrant”);Exhibits.

(~~iii~~d) ~~a cash fee equal to 7% of the principal amount of Notes;~~ Exhibits

~~(iv) a cash fee at the time of exercise of the Warrants equal to 7% of the exercise price of the Warrants, payable upon exercise of such Warrants; and~~Exhibit

~~(v) reimbursement~~10.1 ofResignation ~~its~~Letter ~~reasonable~~dated ~~out-of-pocket~~January ~~expenses~~31, ~~including~~2008 ~~legal~~from ~~fees and disbursements~~Mr. ~~not~~Roger Davis to ~~exceed~~the ~~$15,000~~Board of Directors of Global Realty Development Corp.

~~Upon closing of this offering, Halpern will serve as financial advisor to the Company for a period of 12 months at a cost of $15,000 per month~~10. ~~Upon~~2 ~~a “most~~Acceptance ~~favored~~Letter ~~nation”~~dated ~~exchange~~February ~~as specified in the Note~~1, ~~other~~2008 ~~than~~from ~~due~~Mr. toVoss ~~an event of default, or should any Purchaser be offered and accept the opportunity~~ to ~~exchange~~Mr. ~~all~~Robert or any portion of the unpaid principal amount of its Notes, Halpern would also be due a fee equal to 7% of the amount exchanged plus 7% of the Warrant Shares issued as part of the exchangeKohn.

Halpern will permit the Company to deposit in escrow any fees due to Halpern on the transaction and pay the fees once Halpern raises three million dollars ($3,000,000) for the Company99. ~~Fees~~1 ~~held~~Press byRelease ~~the escrow agent will accrue interest at 12% per annum. Following the initial $3,000,000 raised, the Company will pay Halpern’s fees within five business days~~ of ~~the Company’s~~Global ~~receipt~~Realty ofDevelopment ~~funds~~Corp. ~~For~~ ~~any~~dated ~~reason,~~February ~~should the total funds raised by Halpern be less than $3~~6,~~000,000~~ and Halpern, in its sole discretion, decides that further funds can not be raised, Halpern may demand full payment of all fees due to it, and the Company shall pay such fees within five business days2008. ~~At any time prior to its receipt of the cash portion of its fees, Halpern will have the right to convert such cash fees into Offering Units, effective the date the fees were earned.~~

ITEM 2.03 CREATION OF DIRECT FINANCIAL OBLIGATION.

The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.

As set forth under Item 1.01 above, on July 25, 2007, the Company sold an aggregate of 1,125,000 Offering Units to four investors for an aggregate purchase price of $1,125,000. The Offering Units consist of (i) the Notes, (ii) the Initial Warrants, and (iii) subject to removal of certain contingencies, the Additional Warrants. In connection with the transaction and as part of the placement fee for the transaction, the Company issued to Halpern the Initial Broker Warrant and, subject to removal of the contingencies and delivery of the Additional Warrant to the Purchasers, the Additional Broker Warrant.

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

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, ~~as amended,~~ the ~~Company~~ registrant has duly caused this ~~Current~~report ~~Report on Form 8-K~~ to be signed on its behalf by the undersigned hereunto ~~thereunto~~ duly authorized.

Date: July 30, 2007
	GLOBAL REALTY DEVELOPMENT CORP.
	GLOBAL REALTY DEVELOPMENT CORP.
February 6, 2008	By:	/s/ Robert Kohn
	By:	/s/ Robert D. Kohn
		Robert Kohn
		Name: Robert D. Kohn Title: Chief Executive Officer
		Chief Financial Officer

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