SecProbe.io

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      June 6, 2005

Mail Stop 4561

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
      Filed August 17, 2004
      File No. 333-83231

Dear Mr. Hamilton:

      As we previously discussed with you in our conference call
on
June 3, 2005, we have reviewed your response letter dated June 2,
2005 and have the following additional comments.  We also wish to
remind you to file your June 2, 2005 response letter on EDGAR in
connection with your response to the comments below.  Feel free to
call us at the telephone numbers listed at the end of this letter.

1. Please explain to us in sufficient detail the circumstances in
which you capitalized costs associated with each of your six plans
including the period in which these costs were initially
capitalized.

2. If you acquired these intangible assets under SFAS 142, please
explain to us how these intangible assets meet the requirements in
paragraph 63 of FASB Concepts Statement 5 and paragraphs 25-31 of
FASB Concepts Statement 6.  In your response, please explain in
detail how your intangible asset meets the definition of an asset
rather than reciting the definition of an asset in FASB Concepts
Statement 6.

3. Notwithstanding your response to comments 1 and 2 above, please
tell us how you evaluate these intangible assets for impairment
under
SFAS 144.  Please explain to us at what level you test your
intangible assets for impairment.  For instance, it would appear
that
your impairment evaluation should be performed separately for each
plan since this appears to be the lowest level of identifiable
cash
flows that are largely independent of the cash flows of other
assets
and liabilities.  In your response, please provide us with
summaries
of any impairment analyses performed under SFAS 144.

4. We note on page 2 in your response letter dated June 2, 2005,
that
you have sold 101 of the 24` x 40` model to 13 different School
Boards over the past 24 months.  Please also provide us with the
number of modular structures sold for each of your other five
plans
during the past 24 months.

5. We note from your discussion on page 34 in your response letter
dated June 2, 2005 that you appear to be in the scope of SOP 81-1.
Please tell us how you account for revenues and costs under SOP
81-1.
If you had historically not applied SOP 81-1, please explain the
impact on your historical financial statements if you had applied
SOP
81-1 to all revenues and costs (including accounting for your pre-
contract costs under paragraph 75).

*  *  *  *

	You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, 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
      Accounting Branch Chief
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Mr. Phil Hamilton
Global Diversified Industries, Inc.
June 6, 2005
Page 1

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