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      Global SEC Comment Response 8-15-05

    GLOBAL
      DIVERSIFIED INDUSTRIES, INC.

    1200
      AIRPORT DRIVE

    CHOWCHILLA,
      CA 93610

    559-665-5800

    August
      15, 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 August 12, 2005 with regard
      to the above referenced filings. Our responses reference your comment numbers
      as
      follows:

    Comment
      1

    Revenue
      Recognition

    The
      Company has historically applied SAB 101 in connection with its revenue
      recognition of revenue, whereby the Company recognizes revenue when the Company
      and the State hired inspector (Client’s Representative) consider the unit
      complete. At this time the unit is off the manufacturing line and is ready
      to
      ship to the customer. Costs incurred in connection with partially built and
      completed have been capitalized as work-in-process and finished goods
      inventories, respectively. Every unit is pre-sold and has an executed purchase
      order from a client. The Company does not manufacture any spec building.

    All
      site
      preparation work (e.g., the laying of concrete foundation) is completed prior
      to
      the delivery and acceptance of the units by the Customer. Other than the cost
      of
      freight, installation and minor repairs to the buildings, if any, upon delivery
      (e.g., replacing a broken pane of glass, a door damaged during delivery, etc.)
      the Company does not incur any additional costs after customer acceptance and
      delivery.

    We
      have
      considered the application of SOP 81-1, paragraph 46, utilizing the an output
      measure, whereby revenues are recognized based upon when our modular units
      are
      produced and delivered. We believe there would be no material difference in
      recognizing revenues under this method, as compared to the Company’s current
      revenue recognition policy under SAB 101.

    We
      have
      also sought guidance in support of this accounting policy by reviewing the
      revenue recognition policies of residential modular home builders- Cavalier
      Homes, Inc., Skyline Homes, Inc., and Cavo Industries, Inc.- all which recognize
      revenues in accordance with SAB 101, i.e, up on delivery and acceptance by
      the
      customer. In addition, these companies account for partially completed and
      unsold completed units as inventories.

    Impact
      on
      Previously Filed Financial Statements

    As
      of
      April 30, 2004, the Company capitalized the costs (direct labor and materials)
      associated with partially and substantially completed modular units as well
      as
      its ramps. The amount of work-in-process and finished goods at April 30, 2004
      was $ 317,893 and $102,130, respectively. Instead of increasing its inventories
      by $420,023 and reducing cost of sales , the Company increased its inventories
      and increased its sales. As a result, revenues for the year ended April 30,
      2004
      were overstated by $420,023 and cost of sales were understated by the same
      amount.

    Comment
      2

    The
      Company proposes to correct the error described under comment 1 in its April
      20,
      2004 and related fiscal year 2005 financial statements by taking the following
      actions:

    Restate
      the April 30, 2004 Statement of Operations in its April 30, 2005 Annual report
      of Form 10KSB by reducing revenues and cost of sales by $ 420,023, respectively,
      and disclosing the reason for the restatement.

    Disclose
      in the same footnote describing the error in its April 30, 2004 Statement of
      Operations the restated statements of operations for the quarters ended July
      31,
      2004, October 31, 2004 and January 31, 2005 for similar errors made in
      connection with the preparation of its respective quarterly unaudited financial
      statements.

    File
      Form
      8-K disclosing the restatement under Item 4.02.

    Comment
      3

    Since
      we
      have agreed to recognized revenue in accordance with SAB 101, we have not
      responded to this comment.

    Comment
      4

    Our
      accounting policy of recognizing revenues in accordance with SAB 101, will
      remain as disclosed in our historical financial statements

    We
      will
      file this response under EDGAR within 48 hours.

    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 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