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Response to SEC Comments No. 5 5-19-05

GLOBAL
DIVERSIFIED INDUSTRIES, INC.

1200
AIRPORT DRIVE

CHOWCHILLA,
CA 93610

559-665-5800

                            May
16, 2005

VIA
EDGAR

Mr. Josh
Forgione

Division
of Corporate Finance

U.S.
Securities & Exchange Commission

Washington,
D.C. 20549

Re:
Global Diversified Industries, Inc.

File No.
333-8321

 Form
10-KSB for Year Ended April 30, 2004

Forms
10-QSB for quarters ended October 31, 2004

Dear Mr.
Forgione:

This will
acknowledge receipt of your letter of comment dated April 27, 2005 with regard
to the above referenced filings. Our responses reference your comment numbers as
follows:

Comment
1

We have
considered each of the accounting pronouncements referred your comment and their
applicability to capitalize our architectural and engineering plans, and respond
as follows:

FAS No
142, paragraph 10

FAS 142,
Paragraph 10 requires the recognition of expense the costs of internally
developing, maintaining, or restoring intangible assets that are not
specifically identifiable, that have indeterminate lives, or that are inherent
in a continuing business and related to an entity as a whole.

The
Company does not capitalize any internal costs of developing its architectural
and engineering plans. The only costs capitalized are the costs of acquiring the
plans and related state filing fees.

SOP
98-5

The cost
of acquiring intangible assets are not subject to the provisions of SOP
98-51 .
Accordingly, the Company does not believe its operations can be considered a
start-up activity

SFAS
No. 2

Paragraph
9 of SFAS No 2 provide the following examples of research and development
activities

Laboratory
research aimed at discovery of new knowledge

Response:
The
Company does not perform internally or externally any laboratory research in
connection with discovering new knowledge in connection with the construction of
modular structures.

Searching
for applications of new research findings or other knowledge

Response:
The
Company is not involved in any activities that search for applications of new
research findings or other knowledge in connection with the construction of
modular structures.

Conceptual
formulation and design of possible product or process
alternatives

Response:
The
Company has not designed or formulated any alternatives to its existing modular
structure products

Testing
in search for, or evaluation of product or process
alternatives.

Response:
The
Company does not incur any costs in connection with the search or evaluation of
alternatives to its exiting modular structure product line.

Modification
of the formulation or design of a product or process.

Response:
The
Company does not incur any costs in connection with the modification to the
formulation or design of its modular structures.

Design,
construction, and testing of pre-production prototypes and
models.

Response:
The
Company does design, construct or test any pre-production prototypes or models
of its modular structures.

Design
of tools, jigs, molds, and dies involving new technology.

Response
The
Company does not design any tools, jigs, mold or dies in connection with
technological changes to the Company’s modular structure products.

Design,
construction, and operation of a pilot plant that is not of a scale economically
feasible to the enterprise for commercial production.

Response:
The
Company has not designed, constructed, nor operated a pilot plant.

Engineering
activity required to advance the design of a product to the point that it meets
specific functional and economic requirements and is ready for
manufacture.

Response:
The Company does not build and market modular structures that are not pre-sold
under agreement.

Existing
Industry Accounting Practices

In order
to further support the Company’s policy accounting for purchased intangible
assets, the Company reviewed the annual reports of other Registrants with
material capitalized intangible assets. The Company noted each of the
Registrants capitalize as intangible assets its engineering plans and drawings.
The following survey summarizes, by Registrant, the description of the
intangible asset, its gross carrying amount and the estimated useful
lives.

      SEC
      Registrant

      Description
      of Intangible Asset

      Gross
      Carrying Amount

      Estimated
      Useful

      Lives

      K
      & F Industries2
      K & F Industries, Inc. SEC Form 10-K, December 31, 2004 financial
      statements, Note 14

      Engineering
      Drawings

      $
      20,881,000

      18
      Years

      Decrane
      Aircraft Holdings, Inc.3
      Decrane Aircraft Holdings, Inc. SEC Form 10-K, December 31, 2004 financial
      statements, Note 8

      FAA
      Certifications

      Engineering
      Drawings

      22,722,000

      15
      years

      7,645,000

      15
      years

      Joy
      Global, Inc.4
      Joy Global, Inc. SEC Form 10-K, October 31, 2004 financial statements,
      Note 3

      Engineering
      Drawings

      3,432,000

      10-15
      years

      Nathaniel
      Energy

      Dover
      Corporation5
      Dover Corporation SEC Form 10-K, December 31, 2004 financial statements,
      Note 6

      Drawings
      and manuals

      5,989,000

      5
      years

      Timken
      Company, Inc.6
      Timken Company, Inc. SEC Form 10-K, December 31, 2004 financial
      statements, Note 8

      Engineering
      Drawings

      5,000,000

      12
      years

      Manitowoc
      Co, Inc7
      Manitowoc Co, Inc. SEC Form 10-K, December 31, 2004 financial statements,
      Note 7

      Engineering
      Drawings

      11,053,000

      10-12
      years

      Regal-Beloit
      Corporation8
      Regal-Beloit Corporation SEC Form 10-K, December 31, 2004 financial
      statements, Note 3

      Engineering
      Drawings

      1,200,000

      10-12
      years

      Bucyrus
      International, Inc.9
      Bucyrus International, Inc, SEC Form 10-K, December 31, 2004 financial
      statements, Note E

      Engineering
      Drawings

      25,000,000

      20
      years

Accordingly,
the Company believes its policy for capitalizing its architectural and
engineering plans is reasonable, consistent with general manufacturing industry
standards, and in accordance with generally accepted accounting principles.

Comment
2

The
Company considered the guidance of FAS 144 in determining whether the carrying
value of the intangible asset exceeded the fair value April 30, 2004. This
included the preparation an estimate
of future undiscounted cash flows expected from the use of the asset. As a
result, the sum of the expected undiscounted cash flows exceeded the net book
value if the intangible assets. Accordingly, an impairment loss was not
required.

Lack
of operating history

Response:

It should
be noted while the Company incurred losses in 2003 and 2004, the Company was
reorganizing itself in 2003 and preparing to bid and construct modular
structures. Its management has over 150 years of experience in building and
marketing modular structures. As of April 30, 2004, the Company had a backlog of
orders for modular structures of $ 1,500,000 as compared to $ 8,000,000 as of
January 31, 2005.

Recurring
loss from operations and net loss before income taxes

Response:

Revenues
increased from $2,130 in 2003 to $3,827,000 in fiscal 2004. While the Company
reported in fiscal 2004 a net loss of $ 428,067 and a net loss from operations
of $329,328, respectively, these amounts include equity based compensation
charges of $ 427,200. As noted previously, the Company had a backlog of signed
purchaser orders for modular structures of $ 1,500,000.

Recurring
negative cash flow from operations; dependency on debt and equity
issuances

Response:

The
Company’s operations are working capital intensive, and as a result its limited
resources are used primarily to fund inventory and accounts receivable.
Accordingly, as the Company continues to grow, its need for working capital will
continue to grow as well.

As with
any growing company in the manufacturing sector, the Company acknowledges it is
dependent on debt and equity to finance its working capital needs. The Company
continues to seek a stable source of financing in the form of debt and
equity.

Increasing
accumulated deficit

Response:

The
Company acknowledges it’s increasing accumulated deficit, however, by the third
month of the year ended April 30, 2005, the Company operated at a profit. The
year ended April 30, 2005 will reflect a material decrease in accumulated
deficit

Comment
3

Even
though the Company re-negotiated the terms of the note in July 2003, including
extending its original due date six years in exchange for option to convert to
the Company’s preferred shares, the Company’s management and noteholder did not
formerly document the transaction until April 30, 2004. Accordingly,
the beneficial conversion feature would be amortized over a six-year
period.

We ask
the Commission’s staff consider our request to waive the adjustment to the
financial statements arising from this comment due to the immaterial effect on
the April 30, 2004 financial statements taken as a whole.

We
believe the foregoing fairly responds to the Comment Letter. The Company is
prepared to provide to the staff any additional information required by the
staff in connection with it review.

We thank
you in advance for your assistance in this matter. If you have any questions or
additional comments, please do not hesitate to contact us.

Sincerely,

GLOBAL
DIVERSIFIED INDUSTRIES, INC.

/s/
Phillip O. Hamilton_________________

Phillip O
Hamilton

Chairman
& CEO