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CORRESP
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      Response to SEC Comments 6-10-05

    GLOBAL
      DIVERSIFIED INDUSTRIES, INC.

    1200
      AIRPORT DRIVE

    CHOWCHILLA,
      CA 93610

    559-665-5800

    June
      2,
      2005

    VIA
      FAX and 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:

    Background

    In
      connection with its primary business activity of designing, manufacturing and
      marketing re-locatable modular structures, the Registrant is required by statute
      and regulation to have all its plans, drawings, and related specifications
      certified by a registered architect and engineer in the states the Registrant
      manufactures markets its modular structures. The certification is represented
      by
      a “seal” on the plans. The Registrant is prohibited by state law from
      manufacturing a modular structure, whose plans have not been “sealed” by a state
      registered architect and engineer. These plans are specific to each structure
      and any modifications to the structure require a re-certification.

    The
      plans
      are for buildings that are commercially feasible, ready for manufacture, and
      are
      regularly requested by the marketplace (i.e., California school districts).
      The
      plans do not represent the development of a speculative or proto-type design
      of
      new modular building that is untested in the marketplace or, other than minor
      alterations, modifying a design of a building plan to meet new standards
      specified by the School Districts.

    Our
      primary market is the California modular school market. The Registrant’s
      management team has in excess of 150 years of experience in what types of
      modular buildings are purchased by the California School Districts. Based upon
      of our experience in the marketplace, and our knowledge of our customers (i.e.,
      School Districts budget and procurement cycles) we can anticipate the needs
      of
      the school districts and have procured plans to meet those anticipated needs.
      As
      a result, the engineering and architectural costs are incurred prior to, and
      in
      anticipation of, submitting bids to local state school districts upon receipt
      of
      requests for proposals.

    The
      Registrant currently has six approved plans, or PC’s (Plans Checked and Approved
      by the Division of the State Architect-“DSA”), that used in the construction of
      its modular structures.

    The
      current carrying amount of the capitalized plans at January 31, 2005 is
      $392,893. The Company has amortized an aggregate of $48,935 of these costs
      through January 31, 2005. The carrying value for exiting plans is approximately
      $ 57,000 per plan. Based upon the Registrant’s experience in the industry and
      the useful life of past modular building plans, the Registrant estimates the
      useful life of a plan is between 15 and 20 years. While the Registrant believes
      the useful life of plans are in excess of 15 years, the Company has adopted
      a
      policy of amortizing the costs ratably over a 10 year period1 .

    Due
      to
      the limited amount of capital at its disposal, the Registrant has focused its
      efforts on marketing and building the above referenced modular buildings, since
      they are the most requested models requested by the School Districts. The
      Registrant sells the same models many times over.

    For
      example, the Registrant has sold 101 of the 24’ x 40’ models to 13 different
      School Boards over the past 24 months, with only minor modifications.

    There
      are
      many other building types that we do not have approved PC’s due to the high
      design cost charged by architects and engineers. In addition to the cost, it
      takes approximately nine months to get a plan approved by DSA.

    To
      confirm, we do not design and manufacture any pro-type buildings, and we do
      not
      start manufacturing any structure without a signed purchase order and contract.
      Accordingly, we do not believe the costs incurred are research and development
      costs as defined in paragraph 8 of SFAS No.2

    Company
      Policy Accounting for Engineering and Architectural Plans

    The
      Company considers the engineering and architectural plans to be intangible
      assets and has capitalized the cost of the plans. The Company has a policy
      of
      ratably amortizing the cost of the plans over a ten (10 ) year
      period.

    In
      addition, the Company tests the unamortized portion of the plans on an annual
      basis for impairment under FAS 144 using an undiscounted cash flow
      method.

    Basis
      for Company Accounting Policy under GAAP

    The
      Company considered the following GAAP pronouncements in concluding the plans
      were capital assets:

    Financial
      Accounting Concept No. 6,

    Assets
      are defined in Financial Accounting Concept No. 6 as probable future economic
      benefits obtained or controlled by a particular entity as a result of past
      transactions or events.

    Assets
      have the following characteristics:

    (a)
      an
      asset embodies a probable future benefit that involves a
      capacity, singly
      or
      in combination with other assets, to contribute directly or     indirectly
      to future net cash inflows

    (b)
      a
      particular entity can obtain the benefit and control others' access to
      it, and

    (c)
      the
      transaction or other event giving rise to the entity's right to
      or control
      of the benefit has already occurred.

    Based
      upon the Company’s experience, the Company believes the architectural and
      engineering plans have future economic benefit and have all three
      characteristics of assets described above and, accordingly, the direct costs
      of
      the plans have been capitalized.

    SOP
      81-1, Accounting for Performance of Construction-Type and Certain
      Production-Type Contracts

    The
      Company’s principal activity is building modular structures under contract for
      delivery to customers under contract.

    In
      order
      to appropriately determine income, contract costs need to be identified,
      estimated, and accumulated with a reasonable degree of accuracy. Contract costs
      generally include all direct costs, such as materials, direct labor, and
      subcontracts, and indirect costs identifiable with or allocable to the
      contracts. Only costs directly applicable or allocable to contracts are included
      in contract costs. The Company allocates indirect costs to contracts based
      on a
      systematic and rational method.

    While
      start up costs, such as bidding, selling and other pre-contract costs are
      generally required to be expensed as incurred, the Company has deferred and
      capitalized the costs of engineering and architectural plans in accordance
      with
      SOP 81-1, because based upon their knowledge of the industry , the Company’s
      management can directly associate the costs with a specific anticipated
      contracts and believe the recovery of the costs over a reasonable period of
      time
      from the contracts is probable.

    FAS
      144 Accounting For the Impairment of Disposal of Long-Lived
      Assets

    The
      Company formally reviews, no less than annually, events and circumstances that
      may cause the impairment of the capitalized plans. Management evaluates whether
      the plans are continuing to be of use based upon these events and circumstances,
      and in accordance with FAS 144.

    Management
      believes plans and drawings, which are approved by the State Architect, have
      a
      commercial value to other manufacturers of modular buildings

    As
      evidence to support its policy for capitalizing the cost of the plans, the
      Company recently acquired plans from a third party through a competitive bidding
      process.

    Aurora,
      a
      large modular manufacturer in California, declared bankruptcy under Chapter
      7 of
      the U.S. Bankruptcy Code in late 2004. Aurora was considered by the industry
      to
      have the best designed modular building, winning many design awards.

    The
      Court-appointed Trustee held an auction to dispose of the Aurora assets -
      comprised of equipment, buildings, machinery, etc. The Trustee held a separate
      auction for the sale of the estate’s modular structure engineering and
      architectural plans.

    At
      the
      auction of the plans, four bidders, including the Company attended. The Company,
      through an intermediary, was the successful bidder and on March 11, 2005,
      acquired 8 of Aurora’s plans and specifications for all of their buildings in
      exchange for $500,000. Acquiring Aurora’s designs have already provided
      contracts awards in excess of $4 million. The Aurora designs allow us to compete
      in the full school campus projects, which normally uses conventional onsite
      construction. This is a new market for our Company. We still use our current
      plans and drawings for the traditional modular buildings.

    While
      each plan is different, the cost per plan was approximately $ 65,000 as compared
      to the carrying value of $ 57,000 per our existing plans.

    While
      there is not a formal market for the purchase and sale of plans, management
      believes the competitive bidding for the plans by willing third party buyers
      is
      the best evidence of the plan’s fair value for purposes of measuring whether
      impairment has occurred2 .

    The
      Company has not recognized any impairment related to its plans, as the existing
      service potential of the plans has not been diminished.

    SOP
      98-5 Reporting on the Costs of Start-Up Activities

    The
      Company also considered if the costs of the plans could be defined as start-up
      activities as defined in SOP 98-53 .
      The
      Company and its management have operated in the business for a number of years
      and the acquisition of the plans are not related to initiating of a new
      activity. The Company also believes the acquisition of the plans is a cost
      of
      acquiring intangible assets and therefore exempt from SOP 98- 54
      .

    Amortization
      Period

    The
      Company management has determined, based upon their knowledge of the industry
      the useful life of the plans can range from 10 to 20 years. Other than building
      code modifications and cosmetic improvements, the base structures have remained
      constant for over 20 years. The Company believes the useful life of the plans
      is
      the period over which the plans are expected
      to contribute directly or indirectly to the future cash flows of the Company.
      In
      determining the ten year period, the Company has taken into account:

          ·

            the
              expected use of the assets

          ·

            legal
              and regulatory provisions that may limit the life of the plans, including
              renewals

          ·

            the
              effects of obsolescence, demand, competition, and other economic factors
              (such as the stability of the industry, known technological advances,
              legislative action that results in an uncertain or changing regulatory
              environment)

    Accordingly,
      based upon the above, 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.

    We
      believe the foregoing fairly responds to the Comments. 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

        1
          Paragraph 12, FAS No. 142

        2
          FAS 144,
          paragraph 22

        3
          SOP 98-
          5, paragraph 5

        4
          SOP
          98-5, paragraph 8