Securities Act of 1933
Section 2(a)(1)

October 19, 2011

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion as counsel that the Notes are not securities as defined in Section 2(a)(1) of the Securities Act of 1933, Global Development Co-operative offers and sells the Notes without registration under the Securities Act.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2011/globaldevelopment101911-2a1.htm