UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~April 610, 2008 (~~January~~April 314, 2008)

GLOBAL REALTY DEVELOPMENT CORP.

(Exact name of registrant as specified in charter)

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)

Registrant’s telephone number, including area code: (954) 603-0522

(Former name of former address, if changed since last report)

Copies to:

Addison K. Adams Esq.

Richardson & Patel LLP

Murdock Plaza

10900 Wilshire Boulevard, Suite 500

Los Angeles, California 90024

Phone: 310.208.1182

Fax: 310.208.1154

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.~~02 Departure of~~01 ~~Directors~~Entry orinto ~~Principal~~a ~~Officers;~~Material ~~Election~~Definitive ~~of Directors; Appointment of Principal Officers~~Agreement.

~~Resignation~~On April 4, 2008, Global Realty Development Corp. (the “Company”) consummated the closing of, ~~Roger~~and ~~Davis~~become asobligated ~~Chief~~under, ~~Financial~~a ~~Officer~~transaction to rescind the Company’s acquisition agreement dated July 19, 2007 (“Acquisition Agreement”) with SMS Text Media, Inc., a Nevada Corporation (“SMS”), and ~~Director~~Aric Gastwirth, Rick Catinella and Roy A. Sciacca, the selling stockholders of SMS (the “Selling Stockholders”).

~~On January~~Under ~~31,~~the ~~2008~~Acquisition Agreement, the Company ~~Board~~agreed ofto ~~Directors~~purchase 100% of ~~Global~~the ~~Realty~~authorized, ~~Development~~issued ~~Corp.~~and ~~(the~~outstanding common ~~“Company”),~~stock byof ~~written~~SMS in ~~consent~~consideration for: (a) $3,000,000 ~~has~~in ~~accepted~~cash to the Selling ~~resignation~~Stockholders (of Mrwhich the Company only paid $1,211,717.34 ~~Roger~~in ~~Davis~~cash); (b) as10,000,000 shares of the Company’s ~~Chief~~common ~~Financial~~stock ~~Officer~~to ~~and~~the asSelling Stockholders; (c) a ~~member~~$1,500,000 line of ~~the~~credit ~~board~~to ~~of directors~~SMS ~~(the~~at ~~“Board”)~~an interest rate of ~~the~~no ~~Company,~~greater ~~effective~~than ~~immediately. Mr.~~12% ~~Davis~~per isannum 66(such ~~years~~line ~~old~~of credit was never provided); and ~~has~~(d) ~~decided~~contingent payments to ~~semi-retire. There~~the ~~were~~Selling ~~no disagreements~~Stockholders ~~between~~from orearned ~~among~~income Mrfrom SMS operations (which contingent payments never occurred). ~~Davis~~ ~~and~~The Acquisition Agreement was disclosed in the Company’s orcurrent ~~any~~report ~~officer~~on ~~or director~~Form of8-K ~~the~~filed ~~Company~~on August 3, 2007.

~~In connection~~ The ~~with his resignation, Mr. Davis has furnished the~~ Company ~~with~~rescinded athe ~~letter~~Acquisition ofAgreement ~~resignation~~pursuant ~~dated~~to ~~January~~the ~~31,~~following ~~2008 and which is incorporated herein by reference and filed as Exhibit 10.1~~agreements:

~~Resignation~~1. ofSMS ~~Robert~~Rescission ~~D. Kohn~~Agreement asby ~~Chief~~and ~~Executive~~among ~~Officer~~the Company, SMS, Aric Gastwirth, Rick Catinella and ~~his~~Roy ~~appointment~~A. asSciacca ~~Chief~~dated ~~Financial Officer~~December 28, 2007 (the “Rescission Agreement”);

~~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~~2. ~~Voss~~First ~~as the~~Addendum ~~Company’s~~to ~~Chief~~SMS ~~Executive~~Rescission ~~Officer~~Agreement ~~and~~dated ~~Chairman,~~March ~~as more fully described below~~11, ~~on January 31,~~ 2008 (the ~~Board,~~“First 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.Addendum”);

Mr3. ~~Kohn has~~12% ~~been~~Senior ~~appointed~~Promissory asNote in the ~~Company’s~~aggregate ~~Chief~~principal ~~Executive~~amount ~~Officer on June 2005 and was appointed as a member~~ of ~~the Board in April 2005. From April 2004 until January 2005~~$1, ~~Mr. Kohn served as a financial specialist for Wachovia Bank N.A. From May 2001 until April 2004~~211, Mr717.34 ~~Kohn~~issued ~~served~~to as the ~~Chief~~Company ~~Financial~~on ~~Officer~~March ~~of the Global Trade Group~~11, a2008 ~~company~~by ~~involved~~SMS inand ~~international~~Roy ~~trade activities~~A. ~~Mr.~~ ~~Kohn~~Sciacca ~~does~~(the ~~not~~“SMS ~~hold a directorship in any other reporting company. Mr. Kohn is 56 years old.~~Note”);

Mr4. ~~Kohn~~Second isAddendum ato ~~Certified~~SMS ~~Public Accountant~~Rescission ~~and~~Agreement ~~received~~dated aApril ~~B.A.~~4, in2008 ~~Accounting~~(the ~~and~~“Second ~~Economics~~Addendum”); ~~from Temple University in 1972.~~and

~~There~~5. ~~is no~~Senior ~~family~~Promissory ~~relationship~~in ~~among~~the aggregate principal amount of $455,000 issued to the ~~directors~~Company oron ~~officers~~April 4, 2008 by Roy A. Sciacca (the “Sciacca Note”).

~~Since~~Collectively, ~~the beginning~~(1) ofthrough ~~the~~(5) ~~Company’s~~above ~~last~~are referred ~~fiscal~~to ~~year,~~as ~~there~~the ~~has~~“SMS ~~been~~Rescission noAgreements”. ~~transaction~~The ~~or proposed~~Company ~~transaction~~did ~~that~~not ~~the~~incur ~~Company~~any termination ~~was~~penalties orfor isentering ainto ~~party~~the toSMS inRescission ~~which Mr~~Agreements. ~~Kohn had~~The ormaterial isterms toof ~~have~~the aSMS ~~direct~~Rescission orAgreements ~~indirect~~are ~~material interest, except~~ as follows:

·The 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.Rescission Agreement

~~Appointment~~Under the terms of ~~Peter~~the ~~Voss~~Rescission Agreement, asthe Company, SMS and the Selling Stockholders agreed to rescind and ~~Chief~~unwind ~~Executive~~the ~~Officer~~Acquisition Agreement in its entirety and ~~Director~~to fully restore each to the positions they were respectively in prior to entering into the Acquisition Agreement. In connection with the rescission transaction, each party agreed to re-deliver to the other all consideration respectively received by it in connection with the Acquisition Agreement as follows:

~~In connection~~1. ~~with~~The ~~the~~Selling ~~resignation~~Stockholders ofagreed ~~Roger~~to ~~Davis~~return ~~from~~all ~~the~~10 ~~Company’s~~million ~~Board,~~shares ~~and the resignation~~ of ~~Robert D. Kohn as Chief Executive Officer of~~ the Company,’s ascommon ~~more fully~~stock ~~described~~and ~~above,~~the onaggregate ~~January~~sum ~~31,~~of ~~2008~~$1, ~~the Board~~253,500.71 by(less ~~written consent~~$41, ~~has appointed Peter D~~783.37 ~~Voss~~already asreceived by 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.~~

Mr2. ~~Voss business~~The ~~experience~~Company ~~during~~agreed 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~~return ~~31,~~all ~~2008~~shares ~~Mr. Voss has served as a director~~ of ~~international~~SMS ~~business~~common ~~development~~stock ofacquired from the ~~Company. Mr.~~ ~~Voss~~Selling ~~does not hold a directorship in any other reporting company~~Stockholders. ~~Mr. Voss holds tertiary Australian qualifications in accounting, law, and marketing. Mr. Voss is 60 years old.~~

3.	The Company and the Selling Stockholders agreed to appoint an escrow agent to direct the return of the consideration under the Acquisition Agreement.

~~There~~As is of March 1, 2008, no ~~family~~consideration had ~~relationship~~been ~~among~~returned by the ~~directors~~parties orunder ~~officers~~the Rescission Agreement.

~~Since~~The ~~the beginning~~First ofAddendum ~~the~~and ~~Company’s last fiscal year, there has been no transaction or~~SMS ~~proposed transaction that the Company was or is a party to in which Mr. Voss had or is to have a direct or indirect material interest, except as follows:~~Note

·Under ~~During~~ the ~~quarter~~First ~~ended September 30~~Addendum, ~~2007, payments in~~ the ~~amount~~parties agreed ~~of $200,000 were made~~ to ~~Accrued~~amend ~~Equities Pty, Ltd, a company controlled by Peter Voss, for additional expenses incurred with~~ the ~~on-going~~Rescission ~~business~~Agreement ~~development~~as ~~of Pachinko Parlors.~~follows:

·1. ~~During~~SMS and Mr. Sciacca agreed to issue the ~~quarter~~SMS ~~ended~~Note to the Company in the principal amount of $1,211,717.34 (the $1,253,500.71 sum less $41,783.37 already received by the Company). The SMS Note bears 12% interest and matures on June 30, ~~2007~~2008, ~~payments~~unless earlier repaid in full. If the SMS Note is not paid when due, (i) a default penalty will be applied in an amount equal to 10% of ~~$81~~the principal amount then due,~~000~~ ~~were~~and ~~made~~(ii) the interest rate will increase to ~~Marino~~20% ~~Investments~~until ~~Services~~the ~~Pty,~~SMS ~~Ltd~~Note is paid in full. Under the SMS Note, a100% ~~company~~of ~~controlled~~the proceeds of the sale of any SMS assets or the sale of any interest in SMS by ~~Peter~~the ~~Voss~~Selling Stockholders, towhichever ~~pay~~comes ~~for~~first, ~~additional~~will ~~expenses~~go ~~incurred~~toward ~~with~~the principal and interest of the ~~potential~~SMS ~~acquisition~~Note until paid in full before any disbursement of ~~Pachinko~~such ~~Parlors~~proceeds to the Selling Stockholders. The SMS Note is senior to all other indebtedness of SMS.

·2. ~~During~~The ~~the~~Company ~~quarter~~will ~~ended~~have ~~March 31, 2007, payments in the amount of $400,000 were made to Marino Investments Services Pty, Ltd,~~ a ~~company~~first ~~controlled~~lien byon ~~Peter~~all ~~Voss,~~assets toand ~~pay~~100% ~~for~~of ~~expenses~~the ~~incurred~~ownership ~~with~~rights ~~the~~of ~~potential~~SMS ~~acquisition~~and ofits ~~Pachinko~~Selling ~~Parlors~~Stockholders.

~~In connection~~3. ~~with~~10,000,000 ~~his~~shares ~~appointments,~~of ~~Mr.~~the ~~Voss~~Company’s ~~has~~common ~~furnished~~stock will be returned directly to the Company with ~~a letter~~proper oftransfer ~~acceptance~~instructions ~~dated~~and ~~February~~medallion 1,guarantees ~~2008~~ and ~~which~~the isCompany ~~incorporated~~will ~~herein~~have ~~by reference~~the ~~and~~responsibility ~~filed~~to aswork ~~Exhibit~~with 10SMS’s transfer agent to consummate the transfer.2

~~Item 8~~4.~~01 Other Events~~ There will be no escrow arrangement to direct the return of the consideration.

~~On February 6, 2008, the Company issued a press release announcing the resignation of Mr~~5. ~~Davis~~Rick asCatinella ~~its~~and ~~Chief~~Aric ~~Financial Officer~~Gastwirth ~~and~~will ~~member~~have ofno ~~the~~personal ~~Board,~~liability ~~the~~for ~~resignation~~payment of ~~Mr.~~any ~~Kohn~~sums asor ~~Chief~~amounts ~~Executive Officer~~owed ~~and~~to ~~his~~the ~~appointment~~Company asin ~~Chief~~connection ~~Financial~~with ~~Officer, and~~ the ~~appointment~~Rescission ~~of Mr.~~Agreement ~~Voss~~pertaining asto ~~Chief Executive Officer and Chairman of~~ the ~~Board. A~~Acquisition ~~copy of the press release is incorporated herein by reference and filed as Exhibit 99~~Agreement.1.

All other terms of the Rescission Agreement, remained the same. As of April 1, 2008, the Company had received the SMS Note and 6,966,666 of the 10,000,000 shares of the Company’s common stock to be returned to the Company under the Rescission Agreement.

The Second Addendum and Sciacca Note

Under the Second Addendum, the parties agreed to amend the Rescission Agreement to secure the return of the remaining 3,033,334 shares of the Company’s common stock, which are held by Mr. Sciacca or his designees.

Under the Second Addendum, the parties agreed that, in addition to and separate from the SMS Note, Mr. Sciacca will issue the Sciacca Note to secure the return of the 3,033,334 shares. Under the terms of the Sciacca Note, Mr. Sciacca will have the option to return the 3,033,334 shares or pay $455,000 in cash as principal by June 18, 2008. For purposes of determining the principal amount, the 3,033,334 shares issued to Mr. Sciacca will be valued at $0.15 per share. If Mr. Sciacca has not returned all 3,033,334 shares by June 18, 2008, then Mr. Sciacca shall continue to be obligated to pay the principal amount of the Sciacca Note, including any unpaid and accrued interest after June 18, 2008. The Sciacca Note bears no interest and matures on June 18, 2008, unless earlier repaid in full or all 3,033,334 shares have been returned by such date. If the Sciacca Note is not paid when due, the Sciacca Note will carry a penalty and begin to accrue simple interest on an annual basis16% until the Note is paid in full. The Sciacca Note is senior to all other indebtedness of SMS.

All other terms of the Rescission Agreement, remained the same. As of April 4, 2008, the Company had received all consideration bargained for under the SMS Rescission Agreements, including the SMS Note, the Sciacca Note and 6,966,666 of the 10,000,000 shares of the Company’s common stock returned by the Selling Stockholders or their designees.

The foregoing description of the SMS Rescission Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Rescission Agreements, copies of which are filed as exhibits to this current report on Form 8-K and incorporated by reference herein..

Item 1.02 Termination of a Material Definitive Agreement.

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

Item 2.01 Completion of Acquisition or Disposition of Assets.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Exhibit Number		Description
10.1		SMS Rescission Agreement by and among the Company, SMS, Aric Gastwirth, Rick Catinella and Roy A. Sciacca dated December 28, 2007 (the “Rescission Agreement”)

10.2		First Addendum to SMS Rescission Agreement dated March 11, 2008 (the “First Addendum”)

10.3		12% Senior Promissory Note in the aggregate principal amount of $1,211,717.34 issued to the Company on March 11, 2008 by SMS and Roy A. Sciacca (the “SMS Note”)

10.4		Second Addendum to SMS Rescission Agreement dated April 4, 2008 (the “Second Addendum”)

10.5		Senior Promissory in the aggregate principal amount of $455,000 issued to the Company on April 4, 2008 by Roy A. Sciacca (the “Sciacca Note”)

~~10.1 Resignation Letter dated January 31, 2008 from Mr. Roger Davis to the Board of Directors of Global Realty Development Corp.~~4

10.2 Acceptance Letter dated February 1, 2008 from Mr. Voss to Mr. Robert Kohn.

99.1 Press Release of Global Realty Development Corp. dated February 6, 2008.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLOBAL REALTY DEVELOPMENT CORP.
February 6, 2008	By:	/s/ Robert Kohn
Dated: April 10, 2008	By:	/s/ Robert Kohn
		Robert Kohn
		Name: Robert Kohn
		Chief Financial Officer
		Title: Chief Financial Officer

Filing Compare · Global Realty Development Corp