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      Global SEC Comment Response 8-2-05

    GLOBAL
      DIVERSIFIED INDUSTRIES, INC.

    1200
      AIRPORT DRIVE

    CHOWCHILLA,
      CA 93610

    559-665-5800

    August
      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:

    This
      will
      acknowledge receipt of your letter of comment dated July 28, 2005 with regard
      to
      the above referenced filings. Our responses reference your comment numbers
      as
      follows:

    Comment
      1

    The
      following is a summary of the period in which each proprietary plan asset was
      initially capitalized and the periods in which subsequent modifications costs
      were incurred.

              Year
                Ended April 30,

              2003

              Balance

              at
                April 30, 2003

              Year
                Ended April 30,

              2004

              Balance

              at

              April
                30, 2004

              Description
                of plans

              Acquisition
                Cost

              Code
                Improvement and State Architect Fees

              Acquisition
                Cost

              Code

              Improvement

              costs
                and State Architect Fees

              24x40
                PC#02-105411

              30x32
                PC#02-105412

              36/48x40
                PC#02-105410

              12x40
                Restroom PC#02-105485

              Two
                Story PC applied for

              Sub-Total
                1
                Bulk purchase of plan assets - see footnote 2 below

              $
                111,825

              $
                62,023

              $
                173,848

              57,039

              230,887

              MBS
                Plan

              60,515

              -

              60,515

              -

              91,112

              151,627

              $
                172,340

              $
                62,023

              $
                234,363

              -

              $
                148,151

              $
                382,514

    For
      a
      detailed summary of the acquisitions , please refer to our response to comment
      2

    Comment
      2

    For
      the
      period ending April 30, 2003 there were two acquisitions of plan assets from
      two
      parities.

    Acquisition
      1 (Asset Acquisition)

    Initially,
      the Company purchased the rights to use the following plans prepared by the
      architect, Stafford & Associates2
      and the
      engineers, Anderson & Doig3 :

    24
      x 40
      PC# 02-105411

    30
      x 32
      PC# 02-105412

    36/48x40
      PC# 02-105410

    12
      x 40
      Restroom PC# 02-105485

    Two
      Story
      PC
      applied for

    The
      architect and engineer had originally designed these plans in 1996 for
      Pacesetter Industries, Inc, which was a major modular manufacturing company
      that
      had annual revenues of approximately $35 million with their main clients being
      California school districts. Pacesetter declared bankruptcy, Chapter 7, on
      February 2000. The architect and engineer maintained ownership of these plans
      through the copyright law.

    The
      Company was aware of facts shown above and signed an agreement with both the
      architect and engineer that allowed the Company to use these plans on an
      unlimited basis. The fees paid to the architect and engineer for these rights
      totaled $66,090 and $45,735 respectively, These costs were capitalized during
      the year ended April 30, 2003.

    Since
      the
      plans were drawn in 1996, they needed to be updated to the current codes
      established by the California State Architect. Subsequent fees were paid to
      outside architects and engineers to bring all of these drawings up to the
      current codes, plus the new consultants became the “Architect of Record” and
“Engineer of Record”. These fees totaled $74,551, of which, $20,392 were
      capitalized in FYE April 30, 2003, $54,159 in FYE April 30, 2004.

    The
      State
      Architect was paid fees to review all the plans for compliance to the new codes
      plus changing the Architect and Engineer of Record. Total fees of $49,081 were
      capitalized with $46,201 recorded in FYE April 30, 2003 and $2,880 in FYE April
      30, 2004.

    The
      Company received approval by the State Architect on two of the plans during
      the
      quarter ended July 31, 2003, which allowed the company to start production.
      Except for the two story model, the remaining plans were approved during the
      FYE
      April 30, 20044 .

    The
      Company did not have any involvement in the preparation of the engineering
      plans
      acquired through the acquisition of MBS.

    Acquisition
      2 (Business Combination)

    The
      second plan acquisition occurred through the acquisition of MBS Construction,
      Inc , a company that had ceased operations , as a wholly owned subsidiary on
      February 28, 20035

    The
      shareholders of MBS were given $158,262 cash payable over one year, 3 million
      shares of the Company’s restricted common stock plus 1.5 million “cash less”
      warrants with an exercise price of three cents per share. In addition, the
      shareholders of MBS maintained their employment with the Company and received
      compensation and benefits that are standard in the industry. The assets acquired
      and liabilities assumed of MBS at the date of acquisition were as
      follows:

              Assets:

              Cash

              1,500

              Raw
                Material Inventory

              24,511

              Finished
                Goods Inventory

              79,990

              Property
                Plant Equipment

              70,421

              Accumulated
                Depreciation

              -9,889

              Engineering
                Plans

              60,515

              Other
                assets

              13,979

              Liabilities

              Accounts
                Payable

              36,515

              Accrued
                Liabilities

              44,874

    The
      assets were valued at MBS’s historical costs which approximated fair
      value

    The
      Company did not have any involvement in the preparation of the engineering
      plans
      acquired through the acquisition of MBS.

    Acquisition
      3 (Asset acquisition)

    On
      March
      11, 2005, the Company acquired certain intangible assets, including eight (8)
      propriety plans, trademarks, and software from at a Bankruptcy auction in
      exchange for $500,0006 .
      The
      Company has initially allocated the cost of the assets as follows:

              Proprietary
                plans (8)

              $
                465,000

              Trademarks

              10,000

              Domain
                names

              5,000

              Customer
                data bases

              10,000

              Cooperative
                Purchase Agreement

              10,000

              $
                500,000

    The
      Company has engaged an outside consultant, who is in the process of completing
      a
      valuation of the identifiable assets , which the Company will use in connection
      with the preparation of its April 30, 2005 financial statements.

    The
      Company did not have any involvement in the preparation of the engineering
      plans
      acquired through the acquisition of the plans from the Trustee.

    Comment
      3

    Currently
      Global tracks the financial P&L by Project/Client, which normally includes
      multiple building sizes. The schools may require an administration building,
      a
      restroom and different size classrooms, all of which may utilize three to four
      of Global’s PCs. The total contract is calculated by taking the sum total of the
      estimated cost of each modular building. The same size modular building (PC)
      may
      be different in price due to cabinets, different partitions layouts, or
      inclusion of a restroom.

    As
      a part
      of the contract, Global will do the site work through its wholly owned
      subsidiary, MBS Construction, for the entire project that provides for
      foundations, and related infrastructure work. The site work performed by MBS
      is
      tracked separately from the manufacturing cost of the modular
      buildings.

    We
      can
      assign a value of each plan to the specific contracts and develop a schedule
      that will satisfy the request. We do have a limited accounting staff, but will
      assign the necessary staff to complete the project if required.

    Comment
      4

    The
      Company has reviewed SOP 81-1 and has concluded that its contracts fall within
      SOP 81-1. Accordingly, the Company’s accounting policy for accounting for
      revenues and costs under 81-1 will be as follows:

    Revenue
      Recognition

    Construction
      Contracts

    Construction
      contracts are recognized using the percentage-of-completion method of accounting
      and, therefore, take into account the costs, estimated earnings and revenue
      to
      date on contracts not yet completed.

    Revenue
      recognized is that percentage of the total contract price that cost expended
      to
      date bears to anticipated final total cost, based on current estimates of costs
      to complete.

    Contract
      costs include all direct material and labor costs and certain indirect costs
      related to contract performance, such as indirect labor, supplies, tools,
      repairs, and depreciation costs. Selling, general, and administrative costs
      are
      charged to expense as incurred. At the time a loss on a contract becomes known,
      the entire amount of the estimated ultimate loss is recognized in the
      consolidated financial statements.

    Claims
      for additional contract costs are only recognized upon a signed change order
      from the customer.

    The
      current asset, “Costs and estimated earnings in excess of billings on
      contracts,” represents revenues recognized in excess of amounts billed. The
      current liability, “Billings in excess of costs and estimated earnings on
      contracts,” represents billings in excess of revenues recognized.

    Allowances
      for Contract Adjustments

    We
      maintain allowances for contract adjustments that result from the inability
      of
      our customers to make their required payments. Management bases its allowances
      on analysis of the aging of accounts receivable, by account, at the date of
      the
      financial statements, assessments of historical collection trends, and an
      evaluation of the impact of current economic conditions. If the financial
      condition of our customers were to deteriorate, resulting in an impairment
      of
      their ability to make payments, additional allowances may be required.

    Other
      Products

    Sales
      of
      other products are recognized when products are shipped and the customer takes
      ownership and assumes risk of loss, collection of the related accounts
      receivable is probable, persuasive evidence of an arrangement exists and the
      sales price is fixed or determinable

    Comment
      6

    The
      Company’s accounting policy is to expense in the period incurred all costs
      associated with pre-contract costs, including those costs described in our
      response.

    Our
      calculation of internal pre-contract costs was a theoretical response to as
      to
      the impact on the Company’s financial statements if the Company elected to
      capitalize its pre-contact costs and expensed them in the period the contract
      is
      completed and the product shipped.

    The
      Company currently does not plan to capitalize such costs.

    Comment
      7

    Assuming
      the plan costs are considered assets identifiable intangible assets under 142
      and 141 , the Company’s historical financial condition, results of operations
      and cash flows would not be affected by the application of 81-1 by the revision
      to the Company’s accounting policies described in our response to comment 4.

    Should
      the Company be forced to charge the costs of the plans to operations in the
      period incurred, the Company’s net loss would increase from $ 428,067 to $
      558,520 and $ 528,836 to $ 762,173 for the years ended April 30, 2004 and 2003,
      respectively.

    Other

    As
      a
      follow up to a question raised by the Staff during our last conference call
      , we
      have researched the accounting practices in our industry in connection with
      the
      accounting for and reporting of the cost of their architectural and engineering
      plans assets.

    Accordingly,
      we reviewed the filings of Modtech Holdings , Inc. the largest publicly-held
      manufacturer of re-locatable modular school structures in the state of
      California (SEC file No.000-251161 ).

    Modtech’s
      Annual Report on SEC Form 10K for the year ended December 31, 2004
      states:

    PATENTS,
      TRADEMARKS, LICENSES AND OTHER INTELLECTUAL PROPERTY

    “Modtech”
      is our only registered trademark. We do not have any patents. We hold general
      contractors licenses in those states where our activities require such licenses.
      These licenses are readily available and renewable annually. We also hold
      certain intellectual property in the form of proprietary designs which have
      been
      approved for modular classroom design by the State of California. These approved
      designs and plans are required in order to sell classrooms into the State of
      California classroom market and create a short term barrier to entry into the
      California classroom market. We estimate that it takes approximately six months
      to obtain approval for a new set of plans.

    Our
      rights in our trademark and proprietary designs are for an indefinite term.

    A
      review
      of Modtech’s financial statements and related filings indicates Modtech accounts
      for the plan assets as having an indefinite useful life , and that the plans
      are
      being accounted for as an intangible not subject to amortization under paragraph
      16 of FAS 142.

    We
      believe this provides further competent evidence supporting the capitalization
      of the plans as intangible assets. In addition, in order to be more
      conservative, the Company has classified the assets as having a definite life,
      subject to annual impairment testing.

    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 on Fo