SecProbe.io

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March 7, 2005

Mail Stop 0409

VIA U.S. MAIL AND FAX (559) 665-7066

Mr. Phil Hamilton
President and Chief Executive Officer
Global Diversified Industries, Inc.
1200 Airport Drive
Chowchilla, CA  93610

Re:	Global Diversified Industries, Inc.
Form 10-KSB for the year ended April 30, 2004
Forms 10-QSB for the quarters ended October 31, 2004
File No. 333-83231

Dear Mr. Hamilton:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  As such, all persons who are responsible for the
adequacy
and accuracy of the disclosure are urged to be certain that they
have
included all information required pursuant to the Securities
Exchange
Act of 1934.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended April 30, 2004

Financial Statements and Notes

Consolidated Balance Sheet, page F-4

1. Please supplementally provide us with your basis for
capitalizing
engineering and architectural plans.  Tell us if these plans were
acquired from a third-party under SFAS 142 and how you considered
SFAS 2 and EITF 99-5 in your accounting treatment.

Note H, Notes Payable, page F-20

2. We note that you modified certain notes payable in April 2004
to
extend the maturity date and grant an option to convert a total of
$400,000 principal balance of the notes into 2.67 million shares
of
preferred stock with each preferred share convertible into ten
shares
of your restricted common stock.  Since the conversion terms
appear
to result in a positive intrinsic value when compared to the
market
price of your common stock, please advise us how you considered
EITF
98-5 and EITF 00-27 to determine that there is no beneficial
conversion feature.  In addition, please explain how you
considered
footnote 3 of EITF 98-5 in determining the fair value of your
restricted common stock.

Note J, Capital Stock, page F-22

3. We note that you record stock subscriptions payable as a
component
of equity related to the receipt of cash or conversion of accounts
payable in advance of shares to be issued.  Please advise us of
the
significant terms under your stock subscription payable.  If the
investor or other party, as applicable, has the ability to cancel
the
stock subscription and have the consideration refunded or
liability
settled in cash, please advise us of your basis in accounting for
recording the subscription payable as a component of equity rather
than as a liability.

*  *  *  *

	You may contact Josh Forgione, at (202) 824-5464, or me, at
(202) 824-5222, if you have questions. Please respond to the
comments
included in this letter within ten business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

							Sincerely,

Steven Jacobs
Senior Staff Accountant
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Global Diversified Industries, Inc.
March 7, 2005
Page 1

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