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      Global SEC Comment Response 7-14-05

      GLOBAL
        DIVERSIFIED INDUSTRIES, INC.

      1200
        AIRPORT DRIVE

      CHOWCHILLA,
        CA 93610

      559-665-5800

      July
        14,
        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:

      This
        will
        acknowledge receipt of your letter of comment dated June 6, 2005 with regard
        to
        the above referenced filings. We apologize in advance for the delay in
        responding. We have limited internal resources, which delayed the compilation
        of
        the materials and information required to accurately and completely respond
        to
        your comments. Our responses reference your comment numbers as
        follows:

      Comment
        1

      As
        of
        April 30, 2004, the Company’s plan assets acquired and accounted for under FAS
        141 and FAS 142 are comprised of the following:

                Description

                Basis
                  of Accounting

                Capitalized

                Acquisition

                costs

                Capitalized
                  Filing and Regulatory Fees

                Total
                  Capitalized

                Costs

                Acquisition
                  of 24’x 40’, 30’x32’,36’/38’x40’, 2 story, 12’x40’ restroom from Stafford
                  Associates (Architects) and Anderson & Doig (Engineers) ( per FAS
                  142)

                FAS
                  142

                $
                  111,828

                $
                  111,828

                Acquisition
                  of Majestic model building plans from Kaestner ( Architects)

                FAS
                  141

                10,300

                10,300

                Acquisition
                  of MBS plans from MBS Construction, Inc.

                FAS
                  141

                62,490

                -

                62,490

                Fees
                  paid to Geiger Graphics (Architect) and SBA Consulting (Engineers)
                  ensuring plans are within current code

                FAS
                  142

                -

                60,170

                60,170

                Fees
                  paid to Geiger Graphics (Architect) and Sierra Consulting for bringing
                  plans up to current code and other modifications

                FAS
                  142

                -

                58,418

                58,418

                Fees
                  paid to Lawder, D Beamon and Accument (engineering) for bringing
                  MBS plans
                  up to current code and other modifications

                FAS
                  141

                -

                27,994

                27,994

                State
                  regulatory fees and costs in connection with the having plans checked

                FAS
                  141 and 142

                -

                51,314

                51,314

                184,618

                197,896

                382,514

                Less:
                  Accumulated Amortization

                (18,724)

                Balance
                  at April 30, 2004

                $
                  363,790

      Comment
        2

      From
        its
        inception, the Company has capitalized the cost of proprietary plans acquired
        from third parties, in connection with business combinations and most recently
        through an auction conducted by Bankruptcy Trustee, along with the costs
        and
        fees associated with keeping the plans current with the State of California
        in
        accordance with FAS 141 and 142, respectively. The Company acquired the plans
        with the expectation that it will be able to derive benefit from the plans
        for
        at least ten years but for no more than fifteen years.

      As
        a
        result of their proprietary nature, the Company considers the plans intellectual
        property. Once acquired , the Company controls and owns , or has an unlimited
        license to use the property , which contributes directly to the Company’s
        revenues from operations and ultimately will result in cash flow from
        operations. Without the certified plans, the Company could not carry out
        its
        economic activities, comprised solely of the manufacture and distribution
        of its
        modular structures and would be forced to discontinue its operations. As
        a
        result, the plans are considered by the Company its most significant economic
        resource

      While
        the
        Company’s plans to do not guaranty the Company will generate revenues and cash
        flow from operations, at the time of the acquisition of the plans, the Company’s
        management believes the plans will provide a probable future benefit, in
        combination with the Company’s other assets, - physical plant and management
        expertise- to contribute directly to the Company’s future net cash inflows.

      Accordingly,
        the Company believes the capitalized plans meet the definition of an assets
        under Financial Concepts Statement No 6.

      -

      Comment
        3

      As
        requested, the following is an impairment analysis at the individual plan
        level.

                Projected
                  Cash Flow

                (Use)

                Projected
                  cash flow

                (disposition)

                Estimated
                  cash flow

                Probability

                Probability
                  Weighted Cash Flows

                $
                  1,153,551

                $
                  -

                $
                  1,153,551

                70%

                $
                  807,486

                2,883,878

                -

                2,883,878

                20%

                576,776

                3,806,718

                -

                3,806,718

                10%

                380,672

                $1,764,933

      A
        summary
        of the assumptions made in projecting the future cash flows to test the
        recoverability of the plans were as follows:

      Expected
        period of service potential:     10
        years

      Cash
        flow
        from disposition at the end of the holding period:  None

      Risk
        free
        interest rate:       10
        year
        treasury note¹

      The
        estimates were based upon the existing service potential of the plans to
        the
        Company. The Company considered all available evidence and past experience
        of
        the Company’s principal shareholders and officers in completing the future cash
        flows.

      Due
        to a
        number of factors, the plan assets are intermingled and separate identification
        of the plan assets is impossible without imposing undue hardship on the
        Company’s limited financial resources. In accordance FAS 144, the Company has
        tested for impairment at the aggregate plan level. The Company’s management
        believes the plan assets are grouped at
        the
        lowest level for which there are cash flows that are identifiable and that
        the
        cash flows are largely independent of the cash flows of other groupings of
        Company assets.
        While
        cash flows from individual plans cannot currently be separately identified,
        management believes in the future, they will have the resources necessary
        to
        separately identify cash flows from individual plan assets.

1
      While FAS 144 does not require a the use of a discount rate in testing for
      recoverability, the Company decided to utilize a risk -free rate in its future
      cash flows

      The
        Company estimated its future cash flows to test the recoverably of the asset,
        based upon the expected future cash flows that are directly associated with,
        and
        are expected to arise, as a direct result of using and eventually disposing
        of
        the plans. The Company considers the plans as its primary asset (in the
        aggregate), and as a result, its most significant cash flow generating
        intangible asset being amortized

      Aggregate
        cash flows of the plans have been considered in measuring their respective
        fair
        values, and no evidence has suggested that any of the individual plans has
        been
        impaired as of the testing date.

      Based
        upon the Company’s estimates of future cash flows, the Company determined that
        the carrying value of the plan assets at April 30, 2004 did not exceed the
        estimated future cash flows directly associated with , and that are expected
        to
        arise, as a direct result of using the plan assets , and accordingly, the
        Company has not recognized any impairment related to its plans, as the existing
        service potential of the plans has not been diminished.

      Comment
        4

      The
        Company currently has five (5) certified active plans and the number of modular
        units by plan sold for each of the plans during the last 24 months is as
        follows:

                Building
                  Type

                PC#

                Number
                  Sold

                24x40

                02-105411

                128

                30x32

                02-105412

                21

                36/48x40

                02-105410

                126

                MBS

                02-105379

                55

                12x40
                  Restroom

                02-105485

                12

      The
        Company also has a two addition plans, a two-story structure, and the Majestic
        model. The two-story plan’s PC is pending (i.e. state certification ), and
        accordingly has no sales to date. The Company anticipates receipt of the
        PC by
        November 2005. The Company anticipates that it may expensel the carrying
        value
        of the Majestic Model (approximately $ 10,000) during 2005 because the current
        projected cost of manufacturing the structure does not allow the Company
        to
        effectively market the model to California School Districts.

      Comment
        5

      Since
        the
        Company is a manufacturing enterprise, and not a contractor, the Company
        historically has not applied SOP 81-1 historically to its financial statements.
        The Company accumulates and capitalizes all costs directly associated with
        the
        manufacture of its modular structures as work in process. When the structure
        is
        sold, the Company records the sale and charges the costs accumulated within
        work
        in process to cost of sales. The typical sales cycle lasts 90 to 120 days-
        from
        beginning of the manufacturing process to the completion and delivery of
        the
        modular unit.

      Had
        the
        Company applied paragraph 75 of SOP 81-1, and capitalized the costs of the
        plans
        in anticipation of successfully procuring the contracts, and then expensing
        those costs in connection with the completion and delivery of the structures
        under the initial contract, the Company calculates that costs of sales would
        have increased approximately $ 216,000 to approximately $ 2,776,877 in 2004.
        This represents the cost of the plans acquired and capitalized pursuant to
        FAS
        142 for structures manufactured and sold in 2004 (as described in response
        to
        comment 1 above), adjusted for the cost of the Majestic and the two story
        model
        plans that were not manufactured in 2004. The Company’s revenues would remain
        unchanged for the year ended April 30, 2004.

      There
        would be no significant change to the Company’s costs for the year ended April
        30, 2003.

      While
        the
        Company would have had to charge to cost of sales the plans acquired under
        FAS
        142, the Company would have reclassified previously expensed internal costs
        to
        deferred pre-contract costs during the year. While these costs would be
        capitalized and charged to operations with each specific contract, as a result
        of the Company’s increased growth in production, the deferred pre-contract cost
        account would have a perpetual balance increasing as production
        increased.

      These
        internal pre-contract costs would be comprised of the following:

      Cost
        of
        estimators $
        65,000

      Marketing
         133,210

      Planners
        and architects
        209,852

      State
        and
        other regulatory fees
        6,029

      As
        a
        result, the Company believes the application of SOP 81-1 would not have a
        material impact on the Company’s historical financial statements.

      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. Since we are in the process
        of preparing our financial statements in connection with the year ended April
        30, 2005 to be included in our Annual Report o n Form 10K SB, we respectfully
        request an expedited review of our responses. 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