<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2002

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO
______________

                        COMMISSION FILE NUMBER: 333-83231

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                       -----------------------------------
              (Exact name of Company as specified in its charter)

             Nevada                                              95-4741485
             ------                                              ----------
(State or jurisdiction of incorporation                       (I.R.S. Employer
         or organization)                                    Identification No.)

                   2724 Nathan Ave, Modesto, California 95354
                   ------------------------------------------
               (Address of principal executive offices) (Zip Code)

                   Company's telephone number: (209) 576-0562
                                               --------------

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 Par Value

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) been subject to such filing requirements
for the past 90 days. Yes [X] No[ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB [ ].

The aggregate market value of the Common Stock of the issuer held by
non-affiliates on August 10, 2002 was approximately $248,635 calculated on the
basis of 49,727,042 shares of common stock held by non-affiliates, with
109,443,945 shares of common stock issued and outstanding.

The total number of issued and outstanding shares of the issuer's common stock,
par value $0.001, as of August 10, 2002, was 109,443,945.

<PAGE>


                                TABLE OF CONTENTS
                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                                   FORM 10-KSB

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                                     PART I

ITEM 1.  Description of Business.............................................. 3

ITEM 2.  Description of Property.............................................. 5

ITEM 3.  Legal Proceedings.................................................... 5

ITEM 4.  Submission of Matters to a Vote of Security
                  Holders..................................................... 5

                                     PART II

ITEM 5.  Market for Common Equity and Other Shareholder
                  Matters..................................................... 5

ITEM 6.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations......................... 7

ITEM 7.  Financial Statements.................................................13

ITEM 8.  Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure.........................13

                                    PART III

ITEM 9.  Directors, Executive Officers, Promoters
                  and Control Persons; Compliance with Section
                  16(a) of the Exchange Act...................................13

ITEM 10. Executive Compensation...............................................15

ITEM 11. Security Ownership of Certain Beneficial
                  Owners and Management.......................................16

ITEM 12. Certain Relationships and Related Transactions.......................17

ITEM 13. Exhibits and Reports on Form 8-K.....................................18

Signatures....................................................................19

                                       2
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                                    PART I.

RISK FACTORS AND CAUTIONARY STATEMENTS

Forward-looking statements in this report are made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. The Company
wishes to advise readers that actual results may differ substantially from such
forward-looking statements. Forward-looking statements include statements
concerning underlying assumptions and other statements that are other than
statements of historical facts. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by the statements, including, but not limited to, the
following: the ability of the Company to provide for its obligations, to provide
working capital needs from operating revenues, to obtain additional financing
needed for any future acquisitions, to meet competitive challenges and
technological changes, and other risks detailed in the Company's periodic report
filings with the Securities and Exchange Commission.

ITEM 1. BUSINESS.

Introduction
------------

The Company is a Nevada company with a limited operating history. On December
11, 2001, Global Diversified Industries, Inc., formerly Global Foods Online,
Inc. (the "Company") acquired two wholly-owned subsidiaries, Majestic Modular
Buildings, Ltd. ("Modular"), and, Lutrex Enterprises, Inc. "Lutrex", an entity
controlled by the Company's President and Chief Executive Officer

Modular is engaged in the business of designing, manufacturing and marketing
re-locatable modular structures such as classrooms and office buildings and was
under contract to build and deliver eighteen (18) modular units. Lutrex
contributed an aggregate of $1,500,000 of assets and raw materials.

On January 24, 2002, the Registrant sold its wholly owned subsidiary, Majestic
Modular Buildings, Ltd. to a former employee and officer of Majestic Modular
Buildings, Ltd. for $1,000, and other good and valuable consideration.

The Company is a holding company that currently operates two wholly owned
subsidiaries, Lutrex Enterprises, Inc., a modular manufacturing entity, and
Global Modular, Inc., a sales and marketing company exclusively representing
Lutrex Enterprises, Inc.

OVERVIEW:

The Company's subsidiary, Global Modular, Inc. ("Global Modular") is in the
business of designing, manufacturing and marketing pre-fabricated, modular type
structures. Its principal customer base during the current fiscal year will be
educational (public and private schools, universities, etc.), child-care and
municipality sectors. Its product lines consist of a variety of relocatable


                                       3
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(portable) classroom designs, including both single-story and two-story floor
plans. Global Modular's portable classroom structures are engineered and
constructed in accordance with pre-approved building plans, commonly referred to
as "P.C.'s" or "pre-checked" plans, that conform to structural and seismic
safety specifications administered by the California Department of State
Architects (DSA). The DSA regulates all California school construction on public
real estate and the DSA's standards are considered to be more rigorous than the
standards that typically regulate other classes of commercial portable
structures.

Global Modular also enjoys the benefit of providing educational customers with
product contracted under a "piggyback clause". The State of California allows
school districts to canvass proposals from modular classroom vendors under a
bidding process where the successful bidder can provide other public school
districts and municipalities portable classrooms under a "piggyback contract"
issued by the originating school district. This process saves school districts
valuable time and resources from the necessity of soliciting bids. A modular
vendor who possesses a "piggybackable contract" containing competitive pricing
and a variety of design options may have access to future business for up to
five years, depending on the term of the piggyback contract.

At some point during the current or successive fiscal year, Global Modular
intends to expand its product line to serve the commercial/business sector. This
sector consists of retail, industrial and institutional (including educational
institutions that reside on private property). This sector adheres to building
designs and specifications administered by the Department of Housing (DOH).

Among Global Modular's asset base is its integrated, state-of-the-art, automated
manufacturing process which includes equipment, raw material and marketing
collateral that are specifically designed for the high capacity fabrication of
modular structures. Future revenue generation and growth partially depends on
the success of marketing efforts to the educational sector for single-story and
two-story designs.

The Company's total revenues were $146,846 for the year ended April 30, 2002,
compared to zero revenues for the year ended April 30, 2001.

The Company, through the acquisition, of Majestic Modular, has a contract with a
public school district in the Los Angeles, California area for eighteen
two-story portable classrooms. The structures are currently under construction
and scheduled to be delivered in late 2002. The contract is for a one-year term
with annual extensions for four succeeding years. The contract contains an
expanded variety of single-story and two-story floor plans with many add-on
options to meet the typical school district design specifications.

Employees
---------

As of April 30, 2002, the Company had no employees. The Company anticipates that
the number of employees will increase over the next twelve months. The Company
does not expect to have any collective bargaining agreements covering any of its
employees.

                                       4
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ITEM 2. PROPERTIES.

Our principal executive offices, comprising a total of approximately 6,000
square feet, are located at 2724 Nathan Ave., Modesto, California. The Company
currently does not pay for these facilities and does not expect to pay for these
facilities as the facilities are provided by the Chief Executive Officer through
a partnership relationship. The Company believes that the current facilities are
suitable for its current needs.

ITEM 3. LEGAL PROCEEDINGS.

Other than as set forth below, the Company is not a party to any material
pending legal proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.

The Company is subject to legal proceedings and claims that arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters will not have material adverse effect on its financial position, results
of operations or liquidity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were not any matters that were submitted during the fourth quarter of the
2001-2002 fiscal year end to a vote of the security holders.

                                    PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information
------------------

(a) The Company's Common Stock has been and is currently traded on the
over-the-counter market and quotations are published on the OTC Bulletin Board
under the symbol "GDVI". The Company began trading under this symbol on January
3, 2002. The Company previously traded under the symbol "GFDO" and commenced in
October 2000.

The following table sets forth the range of high and low bid prices of the
Common Stock for each fiscal quarterly period. Prices reported represent prices
between dealers, do not include retail markups, markdowns or commissions and do
not represent actual transactions.

                                       5
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                  Per Share Common Stock Bid Prices by Quarter

For the Fiscal Year Ended on April 30, 2002
-------------------------------------------
                                                  HIGH   LOW
                                                  ----   ---
Quarter Ended April 30, 2002                      .035   .005

Quarter Ended January 31, 2002                    .065   .013

Quarter Ended October 31, 2001                    .080   .011

Quarter Ended July 31, 2001                       N/a    N/a

Per Share Common Stock Bid Prices by Quarter


For the Fiscal Year Ending on December 31, 2000
------------------------------------------------
                                                  HIGH   LOW
                                                  ----   ---
Quarter Ended April 30, 2001                      .10    .032

Quarter Ended January 31, 2001                    .125   .04

Quarter Ended October 31, 2000                    1.00   .062

Quarter Ended July 31, 2000                       N/a    N/a


The ability of individual stockholders to trade their shares in a particular
state may be subject to various rules and regulations of that state. A number of
states require that an issuer's securities be registered in their state or
appropriately exempted from registration before the securities are permitted to
trade in that state. Presently, the Company has no plans to register its
securities in any particular state. Further, most likely the Company's shares
will be subject to the provisions of Section 15(g) and Rule 15g-9 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly
referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The Commission generally defines penny stock to be any equity security that has
a market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
The NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share) or the
issuer's net tangible assets (at least $2 million); or exempted from the
definition by the Commission. If the Company's shares are deemed to be a penny
stock, trading in the shares will be subject to additional sales practice
requirements of broker-dealers who sell penny stocks to persons other than
established customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse.

                                       6
<PAGE>

For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in the Company's Common Stock and may affect the
ability of stockholders to sell their shares.

Dividend Information
--------------------

The Company has not declared or paid cash dividends on its Common Stock or made
distributions in the past, and the Company does not anticipate that it will pay
cash dividends or make cash distributions in the foreseeable future, other than
non cash dividends described below. The Company currently intends to retain and
invest future earnings, if any, to finance its operations.

Transfer Agent
--------------

The transfer agent and registrar for our common stock is Fidelity Transfer
Company, 1800 South West Temple, Suite 301, Salt Lake City, Utah 84115

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following Twelve Month Plan of Operation should be read in conjunction with
the financial statements and accompanying notes included in this Form 10-KSB.

Twelve Month Plan of Operation
------------------------------

TWELVE MONTH PLAN OF OPERATION

In the year 2002, the Company will focus its attention on the sales and
marketing of portable classrooms and modular buildings to the California public
and private school sectors including California municipalities. Since the state
of California has been experiencing an influx in student enrollment over the
past several years, and the forecast for the next ten years is for continual
increasing enrollments, the portable classroom manufacturing industry has become
more constant. In as effort to keep up with the demand for additional classroom
space, modular manufacturers are experiencing increased production backlogs
throughout the winter months.

In order to implement our business plan and increase revenues, the Company is
implementing the following initiatives:

                                       7
<PAGE>

1.) Although the Company is still in the development stage, we will hire a
minimum of three sales professionals who each possess a minimum five years
modular/portable classroom sales experience.

2.) The sales and marketing departments will separate the portable classroom
markets into three distinct regions, Southern California, Central California and
Northern California. The marketing department will be responsible for
identifying school districts who have had an increase in population in their
surrounding demographic area and target that district for solutions to their
additional space requirements. The sales professionals will initiate an action
plan with the facilities department for not only their immediate needs, but a
step-by-step project type format to accommodate their five-year school
modernization requirements. The goal of the sales team will be to create a
partnership with the school district based on trust, dependability and
exclusivity.

3.) During 2002 and 2003, the Company will focus its marketing and selling
efforts on school districts that are adhering to "class size reduction"
parameters mandated by the state of California. Most California school districts
do not have enough available classroom space to reduce to student to teacher
ration to 20 to 1, therefore, portable classroom utilization is the most
feasible means for remedying this situation. This approach should allow the
Registrant to secure sales for standard type single-story portable classrooms
that can be fabricated quickly and provide profits for the Company.

4.) During the next 12 months, the Company will increase its exposure through
various industry related trade shows and seminars. Each year, there are several
trade shows throughout the State of California catering to school teachers,
administrators and facilities personal. Many of these trade shows permit vendors
to display their products inside the exhibit arena, i.e., portable classrooms
fully erected and the Company intends to take advantage of this.

5.) The Registrant possesses a two-story portable classroom design approved by
the California Division of the State Architect (DSA). This design is desirable
by school districts since individual two-story buildings can be installed
side-by-side to form a cluster of buildings, occupying hundreds of students. The
two-story design is fully equipped with easy access to the second story by means
of stairs and balcony along with a hydraulic elevator to accommodate handicap
students, teachers and visitors. School districts are turning to two-story
portable classrooms to satisfy their space dilemma since they have little real
estate to surrender. The promotion of our two-story design will be a main focus
of our sales team during the next several years.

6.) The Registrant is currently working on, and will be aggressively working on
new designs over the next year to offer school districts a wide selection of
alternatives to their campus space needs. The standard single-story portable
classroom has served the industry very well over the past twenty years, however,
school districts need more than just the 1000 to 2000 square foot portable
classroom structure to accommodate their modernization projects. Since many
schools need to modernize, fulfill class size reduction requirements and meet
increasing enrollments, they need larger scale additions to their existing
infrastructure. School districts want their campuses to possess the aesthetic


                                       8
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appearance of stick-built construction instead of the modular appearance. The
era has come for modular manufacturers to expand their scope of services beyond
the manufacturing plant. New designs are being implemented to provide school
districts with a complete wing addition with at least half of the labor to be
performed on site. This expansion of services is tailored more towards modular
construction instead of the typical modular manufacturing. Modular construction
will consist of utilizing component sections of a structure, i.e., walls,
ceiling, etc. fabricated in-plant, thus, transporting these components on-site
to finish the project. The completed structure will offer school districts an
affordable and quicker alternative to stick-built construction methods with
considerable cost savings. By incorporating modular construction methods into
our business model, we will be capable of offering our customers practically any
type of classroom/space addition requirements.

7.) The Company currently possesses a piggyback contract with a large public
school district, allowing other districts and municipalities to procure modular
structures without exercising solicitations for public bids. During the next 12
months, the Company's sales team will canvass school districts, to purchase
their upcoming classroom space requirements off this piggyback contract,
potentially resulting in increased exposure for the Company along with
prospective increased revenue and profits.

8.) The Company is currently in the process of fulfilling an existing order with
a Southern California public school district for fabrication of (18) two-story
portable classrooms. Completion of this project is targeting for November 20,
2002. During this period, the Company's sales team will attempt to secure
additional orders to help maintain a production backlog during the winter
season.

9.) In an effort to increase share value and growth through acquisitions, the
Company will search for companies who can compliment the Company's core business
structure.

10.) The Company will implement a marketing program through newly formed
alliances with Investor Relations (IR) firms, industry experts, media and other
key professionals experienced in successfully promoting public corporations.

11.) During the next 12 months, the Company will be continuing to search for
additional capital including debt financing, expansion capital, etc. This search
for capital may include equity lines of credit, or other traditional forms of
financing.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141, "Business Combinations" (SFAS No.
141), and Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" (SFAS No. 142). The FASB also issued Statement of
Financial Accounting Standards No. 143, "Accounting for Obligations Associated
with the Retirement of Long-Lived Assets" (SFAS No. 143), and Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144), in August and October 2001,
respectively.

                                       9
<PAGE>

SFAS No. 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interest method. The adoption of SFAS No. 141 had no material impact
on the Company's consolidated financial statements.

Effective January 1, 2002, the Company adopted SFAS No. 142. Under the new
rules, the Company will no longer amortize goodwill and other intangible assets
with indefinite lives, but such assets will be subject to periodic testing for
impairment. On an annual basis, and when there is reason to suspect that their
values have been diminished or impaired, these assets must be tested for
impairment, and write-downs to be included in results from operations may be
necessary. SFAS No. 142 also requires the Company to complete a transitional
goodwill impairment test six months from the date of adoption.

Any goodwill impairment loss recognized as a result of the transitional goodwill
impairment test will be recorded as a cumulative effect of a change in
accounting principle no later than the end of fiscal year 2002. The adoption of
SFAS No. 142 had no material impact on the Company's consolidated financial
statements

SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal obligations
associated with the retirement of tangible long-lived assets. SFAS No. 143 is
effective in fiscal years beginning after June 15, 2002, with early adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a material impact on its consolidated results of operations and financial
position upon adoption. The Company plans to adopt SFAS No. 143 effective
January 1, 2003.

SFAS No. 144 establishes a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations. SFAS No. 144
superseded Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS No. 121), and APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144 effective January 1,2002. The adoption of SFAS No. 144 had no
material impact on Company's consolidated financial statements.


RISKS AND UNCERTAINTIES

The Company has sought to identify what it believes to be the most significant
risks to its business, but cannot predict whether or to what extent any of such
risks may be realized nor can there be any assurances that the Company has
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to the Company's stock.

                                       10
<PAGE>

LIMITED OPERATING HISTORY; ANTICIPATED LOSSES; UNCERTAINTY OF FUTURE RESULTS.

The Company has only a limited operating history upon which an evaluation of its
operations and its prospects can be based. The Company's prospects must be
evaluated with a view to the risks encountered by a company in an early stage of
development, particularly in light of the uncertainties relating to the new and
evolving manufacturing methods with which the Company intends to operate and the
acceptance of the Company's business model. The Company will be incurring costs
to develop, introduce and enhance its products, to establish marketing
relationships, to acquire and develop product lines that will compliment each
other and to build an administrative organization. To the extent that such
expenses are not subsequently followed by commensurate revenues, the Company's
business, results of operations and financial condition will be materially
adversely affected. There can be no assurance that the Company will be able to
generate sufficient revenues from the sale of their modular buildings and
related products. The Company expects negative cash flow from operations to
continue for the next four (4) quarters as it continues to develop and market
its business. If cash generated by operations is insufficient to satisfy the
Company's liquidity requirements, the Company may be required to sell additional
equity or debt securities. The sale of additional equity or convertible debt
securities would result in additional dilution to the Company's stockholders.

POTENTIAL FLUCTUATIONS IN ANNUAL OPERATING RESULTS.

The Company's annual operating results may fluctuate significantly in the future
as a result of a variety of factors, most of which are outside the Company's
control, including: the demand for manufactured modular buildings; seasonal
trends; introduction of new government regulations and building standards;
local, state and federal government procurement delays; general economic
conditions, and economic conditions specific to the modular building industry.
The Company's annual results may also be significantly impacted by the impact of
the accounting treatment of acquisitions, financing transactions or other
matters. Particularly at the Company's early stage of development, such
accounting treatment can have a material impact on the results for any quarter.
Due to the foregoing factors, among others, it is likely that the Company's
operating results will fall below the expectations of the Company or investors
in some future quarter.

LIMITED PUBLIC MARKET, POSSIBLE VOLATILITY OF SHARE PRICE.

The Company's common stock is currently quoted on the NASD OTC Electronic
Bulletin Board under the ticker symbol GDVI. As of August 10, 2002, there were
approximately 109,443,945 shares of common stock outstanding, of which
approximately 8,079,686 were tradable without restriction under the Securities
Act. There can be no assurance that a trading market will be sustained in the
future. Factors such as, but not limited to, technological innovations, new
products, acquisitions or strategic alliances entered into by the Company or its
competitors, failure to meet security analysts' expectations, government
regulatory action, patent or proprietary rights developments, and market
conditions for manufacturing stocks in general could have a material effect on
the volatility of the Company's stock price.

                                       11
<PAGE>

MANAGEMENT OF GROWTH

The Company expects to experience significant growth in the number of employees
and the scope of its operations. In particular, the Company intends to hire
additional engineering, sales, marketing, and administrative personnel.
Additionally, acquisitions could result in an increase in the number of
employees and business activity. Such activities could result in increased
responsibilities for management. The Company believes that its ability to
increase its customer support capability and to attract, train, and retain
qualified engineering, sales, marketing, and management personnel, will be a
critical factor to its future success. In particular, the availability of
qualified sales engineering and management personnel is quite limited, and
competition among companies to attract and retain such personnel is intense.
During strong business cycles, the Company may experience difficulty in filling
its needs for qualified sales, engineering and other personnel.

The Company's future success will be highly dependent upon its ability to
successfully manage the expansion of its operations. The Company's ability to
manage and support its growth effectively will be substantially dependent on its
ability to implement adequate improvements to financial and management controls,
reporting and order entry systems, and other procedures and hire sufficient
numbers of financial, accounting, administrative, and management personnel. The
Company's expansion and the resulting growth in the number of its employees have
resulted in increased responsibility for both existing and new management
personnel. The Company is in the process of establishing and upgrading its
financial accounting and procedures. There can be no assurance that the Company
will be able to identify, attract, and retain experienced accounting and
financial personnel. The Company's future operating results will depend on the
ability of its management and other key employees to implement and improve its
systems for operations, financial control, and information management, and to
recruit, train, and manage its employee base. There can be no assurance that the
Company will be able to achieve or manage any such growth successfully or to
implement and maintain adequate financial and management controls and
procedures, and any inability to do so would have a material adverse effect on
the Company's business, results of operations, and financial condition.

The Company's future success depends upon its ability to address potential
market opportunities while managing its expenses to match its ability to finance
its operations. This need to manage its expenses will place a significant strain
on the Company's management and operational resources. If the Company is unable
to manage its expenses effectively, the Company's business, results of
operations, and financial condition will be materially adversely affected.

RISKS ASSOCIATED WITH ACQUISITIONS.

As part of its business strategy, the Company expects to acquire assets and
businesses relating to or complementary to its operations. These acquisitions by
the Company will involve risks commonly encountered in acquisitions of
companies. These risks include, among other things, the following: the Company
may be exposed to unknown liabilities of the acquired companies; the Company may
incur acquisition costs and expenses higher than it anticipated; fluctuations in
the Company's quarterly and annual operating results may occur due to the costs
and expenses of acquiring and integrating new businesses or technologies; the
Company may experience difficulties and expenses in assimilating the operations
and personnel of the acquired businesses; the Company's ongoing business may be
disrupted and its management's time and attention diverted; the Company may be
unable to integrate successfully.

                                       12
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ITEM 7. FINANCIAL STATEMENTS.

Financial statements as of and for the year ended April 30, 2002, and for the
year ended April 30, 2001 are presented in a separate section of this report
following Part IV.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

On September 13, 2001, the Company dismissed its certifying accountant, James E.
Scheifley & Associates, P.C. ("Scheifley"). Scheifley's reports on the financial
statements for the years ended April 30, 2001 and 2000 and for the period from
inception (February 4, 1997 to April 30, 2001) did not contain an adverse
opinion or disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that their report for
the years ended April 30, 2001 and 2000 contained an explanatory paragraph
regarding the substantial doubt about the Company's ability to continue as a
going concern. The decision to change its certifying accountant was approved by
the Company's Board of Directors. During the years ended April 30, 2001 and 2000
, and the subsequent interim period through September 13,2001 the Company has
not had any disagreements with Scheifley on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure. The
Company has engaged Stefanou & Company LLP ("Stefanou") as its certifying
accountant as of September 13, 2001 for the Company's fiscal year ending April
30, 2002. The Company has not consulted Stefanou previously.

                                   PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT.

OFFICERS AND DIRECTORS.

The names, ages, and respective positions of the directors, executive officers,
and key employees of the Company are set forth below; there are no other
promoters or control persons of the Company. The directors named below will
serve until the next annual meeting of the Company's stockholders or until their
successors are duly elected and have qualified. Directors are elected for a
one-year term at the annual stockholders' meeting. Officers will hold their
positions at the will of the board of directors, absent any employment
agreement. The directors and executive officers of the Company are not a party
to any material pending legal proceedings and, to the best of their knowledge,
no such action by or against them has been threatened.


Compensation of Directors
-------------------------

Directors currently do not receive a salary for their services and are not paid
a fee for their participation in meetings, although all Directors are reimbursed
for reasonable travel and other out-of-pocket expenses incurred in attending
meetings of the Board. The Company anticipates that the Directors will be
compensated for attending meetings in the future.

                                       13
<PAGE>

PHIL HAMILTON, PRESIDENT/CHAIRMAN

         Phillip Hamilton has over thirty years entrepreneurial and senior
management experience in the manufacturing business. From 1996 to current, Mr.
Hamilton has been a consultant to Top Line Building Products. Top Line Building
Products is a truss manufacturing plants with annual revenues of approximately
$8,000,000, which provides its products to major homebuilders in Northern
California. As the CEO, Mr. Hamilton has directed the marketing, sales and
production activities of the company, as well as re-designing the original truss
plant into a modern state of the arts manufacturing plant with new production
stations.

         From 1996 to Feb 2000, Mr. Hamilton was the Chairman and CEO of
Pacesetter Industries, Inc. Pacesetter Industries was one of the largest modular
manufacturers of residential and commercial buildings in California. As Chief
Executive Officer, Mr. Hamilton was responsible for managing the marketing,
sales and production activities of the company. Pacesetter was built from
inception into one of California's largest modular manufacturers producing and
installing thousands of residential and commercial building. Pacesetter
Industries, Inc. employed a staff of over 650 employees with annual sales of
$50,000,000 in 1999. Pacesetter Industries, Inc. filed a Chapter 11 bankruptcy
on February 29, 2000 in Fresno County that was finally converted to a Chapter 7.
Mr. Hamilton filed a Chapter 7 personal bankruptcy in Fresno County in December
2000, due to joint personal guarantees on Pacesetter's corporate debt.

         Mr. Hamilton attended Pacific Union College taking courses in Business
Administration.

ADAM DEBARD, SECRETARY/TREASURER/DIRECTOR

         Adam N. DeBard has over fifteen years of experience in the
manufacturing and technology business sectors. From January 2001 to current, Mr.
DeBard has been the Chief Information Officer- Top Line Building Products. As
the CIO, Mr. DeBard was responsible for the design, implementation and
management of a corporate wide computer network, as well as preparation of
production analysis reports for senior management and equipment leases and
acquisitions.

         From 1997 to December 2000, Mr. DeBard was the Vice President and Chief
Information Officer for Pacesetter Industries, Inc. As such, Mr. DeBard was
responsible for all computer software and hardware acquisitions, installations
and maintenance for multiple branch offices, as well as responsible for
preparing a monthly analysis report of the automated production line for senior
management. Mr. DeBard was responsible for: computerizing the purchasing,
estimation, production and engineering systems for the company.

         Mr. DeBard attended Walla Walla College for four years in the Business
Administration program.

                                       14
<PAGE>

PETER COLMER, DIRECTOR

         Peter Colmer formed Finley, Colmer and Company in May 1991 to create a
corporate finance advisory capability for The Finley Group, a Charlotte-based
crisis management firm. Since that time, Mr. Colmer has worked on numerous
financing and turnaround advisory projects for development and middle market
companies. Finley, Colmer and Company is experienced in providing corporate
finance advice and results. From developing business plans to structuring
transactions, Finley, Colmer and Company works closely with clients to secure
favorable financing which meets both short and long-term needs. They have often
been successful under quite adverse circumstances

         Mr. Colmer was affiliated with The First National Bank of Atlanta (now
part of Wachovia Corporation) beginning in 1972, completed credit training and
workied for several years in the equipment finance group with that bank. In
1978, Mr. Colmer formed Southern Capital Corporation, and in the ensuing seven
years raised over $75,000,000 for clients requiring venture capital, leveraged
buy-out financing, and equipment leasing programs. In 1985, Mr. Colmer sold his
interest in Southern Capital and joined SMI, a modular building company, raising
over $50,000,000 and leading that firm's expansion to the West Coast.

         Mr. Colmer obtained a Bachelor of Arts in History and Economics in 1970
from Princeton University.

(b) COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers and persons holding 10% or more of the Company's
common stock to file reports regarding their ownership and regarding their
acquisitions and dispositions of the Company's common stock with the Securities
and Exchange Commission. Such persons are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the Forms 5 with respect to the fiscal year ended
April 30, 2002 and subsequently, the Company is unaware that any required
reports were not timely filed. The Company is currently conducting an internal
audit to ensure that the Company's Officers and/or Directors, as well as persons
holding more than 10% of the Company's outstanding common stock, are in
Compliance with Section 16(a) of the Securities and Exchange Act of 1934. It is
the Company's intention to ensure, where possible, from the date of this filing
forward, complete compliance according to this Section.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth certain information relating to the compensation
paid by the Company during the last three fiscal years to the Company's
President. No other executive officer of the Company received total salary and
bonus in excess of $100,000 during the fiscal year ended April 30, 2002 and
prior.

                                       15
<PAGE>
<TABLE>

 SUMMARY COMPENSATION TABLE
<CAPTION>
                                   ANNUAL COMPENSATION                        LONG-TERM COMPENSATION
                              --------------------------------    ------------------------------------------------
                                                                           AWARDS           PAYOUTS
                                                                  ------------------------  -------
                                                                                SECURITIES
                                                                                  UNDER-
                                                                  RESTRICTED      LYING                  ALL OTHER
  NAME AND                                        OTHER ANNUAL      STOCK        OPTIONS/      LTIP       COMPEN-
 PRINCIPAL                    SALARY      BONUS   COMPENSATION      AWARD(S)      SARS        PAYOUTS     SATION
  POSITION      YEAR           ($)         ($)        ($)            ($)           (#)          ($)         ($)
    (a)          (b)           (c)         (d)        (e)            (f)           (g)          (h)         (i)
===================================================================================================================
<S>              <C>            <C>         <C>      <C>      <C>                 <C>          <C>         <C>
Phil Hamilton,   2002           0           0        0            0               0            0           0
President        2001           0           0        0        127,200(1)          0            0           0
                 2000           0           0        0            0               0            0           0

</TABLE>

(1) As owner of eight and one-half percent of Lutrex prior to the Company's
acquisition thereof, Mr. Hamilton is the recipient of all 5,000,000 of the
shares from the transaction between the Company and Lutrex. The value of the
transaction is based upon the value of the assets and therefore, eight and
one-half percent of the amount of $1,500,000 (127,200) has been placed on the
restricted stock award to Mr. Hamilton.

Executive Compensation
----------------------

The Company has not paid any compensation to its officers and/or directors since
its inception, and the Company does not expect to pay any compensation in any
amount or of any kind to its executive officers or directors until the funds are
available to pay them without inhibiting growth of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth information regarding the beneficial ownership of
shares of the Company's common stock as of August 10, 2002 (issued and
outstanding) by (i) all stockholders known to the Company to be beneficial
owners of more than ten percent of the outstanding common stock; and (ii) all
directors and executive officers of the Company as a group:

                                       16
<PAGE>
<TABLE>
<CAPTION>

  TITLE OF        NAME AND ADDRESS OF              AMOUNT OF BENEFICIAL
    CLASS          BENEFICIAL OWNER                   OWNERSHIP (2)             PERCENT OF CLASS
====================================================================================================
<S>         <C>                                         <C>                          <C>
Common      Phil Hamilton(1), 2724 Nathan,               5,000,000                    4.56%
Stock               Modesto, CA
====================================================================================================
Common       Adam Debard(1), 2724 Nathan,                4,050,000                    3.70%
Stock                Modesto, CA
====================================================================================================
Common      Peter Colmer(1), 2724 Nathan,                  0                          0.00%
Stock                Modesto, CA
====================================================================================================
Common      Rebecca Manadic(3), 611 West Main           50,000,000                   45.69%
Stock              Street, Merced, CA
====================================================================================================
Common          Shares of all directors and             59,050,000                   53.95%
Stock         executive officers as a group (3
                        persons)
====================================================================================================
</TABLE>

(1) Each person has sole voting power and sole dispositive power as to all of
the shares shown as beneficially owned by them.

(2) Other than as footnoted below, none of these security holders has the right
to acquire any amount of the shares within sixty days from options, warrants,
rights, conversion privilege, or similar obligations. The amount owned is based
on issued common stock, as well as stock options that are currently exercisable.

(3) Phil Hamilton has sole voting power as to all of the shares owned by Rebecca
Manandic.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the past two years, and as not otherwise disclosed of in any other
filing, there have not been any transaction that have occurred between the
Company and its officers, directors, and five percent or greater shareholders,
unless listed below.

The Company's President advanced funds to the Company for working capital
purposes. No formal repayment terms or arrangements exist. The net amount of
advances due at April 30, 2002 was $5,814.

Certain of the officers and directors of the Company are engaged in other
businesses, either individually or through partnerships and corporations in
which they have an interest, hold an office, or serve on a board of directors.
As a result, certain conflicts of interest may arise between the Company and its
officers and directors. The Company will attempt to resolve such conflicts of
interest in favor of the Company. The officers and directors of the Company are
accountable to it and its shareholders as fiduciaries, which requires that such
officers and directors exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal action on behalf
of the Company or on behalf of itself and other similarly situated shareholders
to recover damages or for other relief in cases of the resolution of conflicts
is in any manner prejudicial to the Company.

                                       17
<PAGE>

                                    PART IV.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
EXHIBITS.

Exhibits included or incorporated by reference in this document are set forth in
the Exhibit Index.

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES.
                                                                        Page
                                                                        ----
Report of Independent Certified Public Accountants ..........            F-2

Balance Sheets ..............................................            F-3

Statements of Losses ........................................            F-4

Statements of Stockholders' Equity ..........................            F-5

Statements of Cash Flows ....................................            F-6

Notes to Financial Statements ...............................         F-8 - F-17

REPORTS ON FORM 8-K.

There were no reports on Form 8-K filed during the last quarter of the fiscal
year covered by this report.

                                       18
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                             GLOBAL DIVERSIFIED INDUSTRIES, INC.



Dated: August 13, 2002                       By: /s/Phil Hamilton
                                                 ----------------
                                             Phil Hamilton, President and CEO



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the date indicated:

Signature                          Title                           Date
---------                          -----                           ----


/s/Phil Hamilton         CEO/Chairman of the Board             August 13, 2002
----------------
Phil Hamilton



/s/Adam Debard           Secretary/Treasurer/Director          August 13, 2002
--------------
Adam Debard



                                       19
<PAGE>



                       GLOBAL DIVERSIFIED INDUSTRIES, INC.

                          INDEX TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


                                                                       Page

Report of Independent Certified Public Accountants                      F-2

Consolidated Balance Sheet at April 30, 2002                            F-3

Consolidated Statement of Losses  for the  year
  ended April 30, 2002                                                  F-4

Consolidated Statements of  Stockholders' Equity for
  the  year ended April 30, 2002                                        F-5

Consolidated Statements of Cash Flows for the
  year ended April 30, 2002                                             F-6

Notes to Consolidated Financial Statements                           F-8 - F-17


<PAGE>


                             STEFANOU & COMPANY, LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

                                1360 Beverly Road
                                    Suite 305
                              McLean, VA 22101-3621
                                  703-448-9200
                               703-448-3515 (fax)
                                                                Philadelphia, PA
--------------------------------------------------------------------------------

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------

To the Board of Directors
Global Diversified Industries, Inc.
(Formerly Global Foods Online, Inc.)
Modesto, California

We have audited the accompanying consolidated balance sheet of Global
Diversified Industries, Inc., formerly Global Foods Online, Inc. (the "Company")
as of April 30, 2002 and the related consolidated statements of losses,
stockholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based upon
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audit provides a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Global Diversified
Industries, Inc. as of April 30, 2002, and the results of its operations and its
cash flows for the year ended in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note L to the
financial statements, the Company has suffered recurring losses from operations
and is experiencing difficulty in generating cash flow to meet its obligations
and sustain operations which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note L. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                                     /S/ STEFANOU & COMPANY, LLP
                                                     ---------------------------
                                                       Stefanou & Company, LLP
                                                    Certified Public Accountants
McLean, Virginia
May 7, 2002

                                      F-2
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEET
                                 APRIL 30, 2002

                                    ASSETS
Current assets:
Cash and equivalents                                                $     4,615
Inventory (Note D)                                                      379,474
Prepaid and others                                                        9,096
                                                                    ------------
               Total current assets                                     393,185

Property, Plant and Equipment, at cost (Note E)                       1,129,893

               Less: Accumulated Depreciation                           (99,933)
                                                                    ------------
                                                                      1,029,960

                                                                    $ 1,423,145
                                                                    ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities                                218,020
Advances from related parties                                             5,814
Other advances                                                           20,900
Notes payable (Notes  B and G)                                          700,000
                                                                    ------------
            Total current liabilities                                   944,734

Commitment and contingencies  (Note K)                                        -

STOCKHOLDERS' EQUITY
Series A Preferred stock, par value $.001 per share;
10,000,000 shares authorized; none issued and outstanding at
April 30, 2002 (Note H)                                                       -
Common stock, par value $ .001 per share; 400,000,000 shares
authorized; 109,443,945 shares issued and outstanding at
April 30, 2002 (Note H)                                                 109,444
Additional paid in capital                                            3,038,402
Common stock subscriptions (Note H)                                      16,600
Accumulated deficit                                                  (2,686,035)
                                                                    ------------

        Stockholders' equity                                            478,411
                                                                    $ 1,423,145
                                                                    ============


          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                        CONSOLIDATED STATEMENT OF LOSSES
                        FOR THE YEAR ENDED APRIL 30, 2002

                                                                       2002
                                                                       ----

Revenues                                                           $    146,846
Cost of goods sold                                                      112,762
                                                                   -------------
            Gross profit                                                 34,084

Operating expenses:
Selling, general and administrative                                     554,481
Depreciation (Note E)                                                    95,250
                                                                   -------------
        Total operating expenses                                        649,731


Interest expense                                                            397

Loss from continuing operations, before income
taxes and discontinued operations                                      (616,044)
Income (taxes) benefit                                                        -
                                                                   -------------
Loss from continuing operations, before
discontinued operations                                                (616,044)

Loss from discontinued operations                                             -
Loss on disposal of discontinued operations
(Note C)                                                               (565,000)
                                                                   -------------
Net loss                                                           $ (1,181,044)
                                                                   =============

Loss per common share:
(basic and assuming dilution) (Note J)                             $      (0.02)
                                                                   =============
Continuing Operations                                              $      (0.01)
                                                                   =============
Discontinued Operations                                            $      (0.01)
                                                                   =============
Shares used to compute basic and diluted net
loss per common share                                                47,571,855


         See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>
<TABLE>
                                           GLOBAL DIVERSIFIED INDUSTRIES, INC.
                                     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                            FOR THE YEAR ENDED APRIL 30, 2002
<CAPTION>


                         Preferred Stock         Common Stock            Additional      Common
                         ---------------     ---------------------         Paid in        Stock        Accumulated
                         Shares   Amount     Shares         Amount         Capital     Subscription      Deficit         Total
                         ------   ------     ------         ------         -------     ------------      -------         -----
<S>                          <C>  <C>      <C>            <C>            <C>            <C>            <C>             <C>
BALANCE AT APRIL 30, 2001    -    $   -      8,893,093    $     8,893    $ 1,428,205    $    16,600    $(1,504,991)    $   (51,293)
                          =====   ======   ============   ============   ============   ============   ============    ============
Shares issued in
July 2001 for cash
@ $0.03 per share            -        -      1,714,303          1,714         49,717              -              -          51,431

Shares issued in
October 2001 in
exchange for services
valued @ $0.02 per share     -        -        450,000            450          9,550              -              -          10,000

Shares issued in
November 2001 in
exchange for services
valued @ $0.03 per share     -        -      6,963,571          6,964        201,586              -              -         208,550

Shares issued in
November 2001 in
exchange for debt
@ $0.03 per share            -        -      2,540,090          2,540         73,227              -              -          75,767

Shares issued in
November 2001 in
exchange for Lutrex
assets at $0.02 per share             -    - 59,000,000        59,000        826,000              -              -         885,000

Shares issued in
December 2001 in
exchange for services
valued @ $0.03 per share     -        -        144,000            144          3,856              -              -           4,000

Shares issued in
January 2002 in
connection with
acquisition of
Majestic Modular
Buildings, Ltd.              -        -     28,500,000        28,500        427,500              -              -         456,000

Shares issued January
2002 in exchange for
services valued @
$0.02 per share              -        -        572,222            572          9,428              -              -          10,000

Shares issued March
2002 in exchange for
services valued @
$0.02 per share              -        -        666,666            667          9,333              -              -          10,000

Net Loss                     -        -              -              -              -              -     (1,181,044)     (1,181,044)
                             -    -----    -----------    -----------    -----------    -----------    -----------     -----------

BALANCE AT APRIL 30, 2002    -     $  -    109,443,945    $   109,444    $ 3,038,402    $    16,600    $(2,686,035)    $   478,411
                             =    =====    ===========    ===========    ===========    ===========    ===========     ===========

                              See accompanying notes to consolidated financial statements.
</TABLE>

                                                          F-5
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                        FOR THE YEAR ENDED APRIL 30, 2002

                                                                         2002
                                                                         ----
Cash flows from operating activities:
Net Loss from continuing operations                                 $  (616,044)

Loss from disposal of business segment                                 (565,000)

Adjustment to reconcile net income to net cash:
Depreciation                                                             95,250

Excess of costs over tangible assets acquired from Lutrex                85,000

Common stock issued in exchange for services rendered                   242,550

Common stock issued in exchange of debt                                  75,767

Common stock issued in connection with acquisition of
Majestic Modular Buildings, Ltd.                                        456,000
Change in assets and liabilities:
(Increase)/Decrease in advances to consultant                            (9,096)

(Increase)/Decrease in other assets                                         500

Increase/(Decrease) in accounts payable and accrued expenses            164,173
                                                                    ------------
Net cash provided by/(used in) operating activities:                    (70,900)


Cash flows from investing activities                                          -

Cash flows from financing activities:
Sale of common stock for cash, net                                       51,431

Repayment of notes payable                                               (3,000)

Advances from related parties                                             5,814

Other advances, net                                                      20,900
                                                                    ------------
Net cash provided by/(used in) financing activities                      75,145


Net increase (decrease) in cash and cash equivalents                      4,245

Cash and cash equivalents at beginning of year                              370
                                                                    ------------
Cash and cash equivalents at end of year                            $     4,615
                                                                    ============

                                      F-6
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE YEAR ENDED APRIL 30, 2002 (Continued)


Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest                              $       -

Cash paid during the period for income taxes                                  -

Common stock issued for services                                        242,550

Common stock issued for conversion of notes                                   -

Common stock issued in exchange of debt                                  75,767

Acquisition of Lutrex Enterprise, Inc. assets: (Note B)
  Assets acquired                                                     1,500,000

  Excess of costs over tangible assets acquired                          85,000

  Note payable                                                         (700,000)

  Common stock issued                                                  (885,000)
                                                                    ------------

  Net cash paid for acquisition                                               -
                                                                    ============
Acquisition of Majestic Modular Buildings, Ltd.: (Note B)
  Assets acquired                                                       846,679

  Goodwill                                                            1,855,079

  Liabilities assumed                                                (2,095,758)

  Common stock issued                                                  (456,000)

  Additional common stock to be issued                                 (150,000)
                                                                    ------------

  Net cash paid for acquisition                                               -
                                                                    ============

          See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows.

Business and Basis of Presentation
----------------------------------

Global Diversified Industries, Inc. (the "Company"), formerly Global Foods
Online, Inc. ("Global Foods"), is incorporated under the laws of the State of
Nevada. Global Foods was in the business of distributing domestic and
international food products in the United States and internationally and
utilizing the World Wide Web in the implementation of its planned business
operations.

On December 11, 2001, the Company purchased Majestic Modular Buildings, Ltd.
("Majestic Modular"), a wholly owned subsidiary of The Majestic Companies, Ltd.,
through an Agreement and Plan of Exchange ("Agreement"). Pursuant to the
Agreement, Majestic Modular became a wholly-owned subsidiary of the Company
(Note B). Under a separate agreement, Lutrex Enterprise, Inc. ("Lutrex"), an
entity controlled by the Company's President and Chief Executive Officer
contributed an aggregate of $1,500,000 of assets in exchange for 59,000,000
shares of the Company's restricted common stock and a non-interest bearing note
payable of $700,000 (Note B).

The Company subsequently changed its core business to design, manufacture and
market re-locatable modular structures such as classrooms and office buildings
to end users as well as to third party leasing agents for use primarily within
the state of California and other Western States.

On January 24, 2002, the Company sold Majestic Modular to a former employee and
officer of Majestic Modular Buildings, Ltd. for $1,000, and other good and
valuable consideration. The Majestic Modular business segment is accounted for
as a discontinued operation, and accordingly, amounts in the financial
statements, and related notes for all periods shown have been restated to
reflect discontinued operations accounting. Summarized results of the
discontinued business are further described in Note C.

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries, Majestic Modular Buildings, Ltd. ("Majestic
Modular"), Lutrex Enterprise, Inc. ("Lutrex") and Global Modular, Inc. ("Global
Modular"). Majestic Modular Buildings, Ltd. is incorporated under the laws of
the State of Nevada and is engaged in the business of designing, manufacturing
and marketing re-locatable modular structures. Lutrex Enterprise, Inc., is
incorporated under the laws of the State of California and is in the business of
designing and manufacturing modular type structures. Global Modular, Inc. was
incorporated under the laws of the State of Nevada on November 27, 2001 and is a
sales and marketing company exclusively representing Lutrex. All significant
intercompany balances and transactions have been eliminated in consolidation.

                                      F-8
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.

Cash Equivalents
----------------

For purposes of the Statements of Cash Flows, the Company considers all highly
liquid investments purchased with a maturity date of three months or less to be
cash equivalents.

Inventories
-----------

Inventories are stated at the lower of cost or market determined by the
first-in, first-out method. Inventories consist primarily of raw materials for
modular structures. (See Note D)


PROPERTY AND EQUIPMENT
----------------------

Property and equipment are recorded on the basis of cost. For financial
statement purposes, property and equipment will be depreciated using the
straight-line method over their estimated useful lives of not more than five
years. (See Note E).

Impairment of Long Lived Assets
-------------------------------

The Company has adopted Statement of Financial Accounting Standards No. 121
(SFAS No. 121). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. SFAS No. 121 also requires assets to be
disposed of be reported at the lower of the carrying amount or the fair value
less costs to sell.

Revenue Recognition
-------------------

The Company follows a policy of recognizing modular structure sales at the time
of shipment.

Reclassifications
-----------------

Certain reclassifications have been made to conform to prior periods' data to
the current presentation. These reclassifications had no effect on reported
losses.

                                      F-9
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes
------------

Income taxes are provided based on the liability method for financial reporting
purposes in accordance with the provisions of Statements of Financial Standards
No. 109, "Accounting for Income Taxes". Under this method deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
removed or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the statement of operations in the period
that includes the enactment date.

Stock Based Compensation
------------------------

The Company accounts for stock transactions in accordance with APB Opinion 25,
"Accounting for Stock Issued to Employees." In accordance with Statement of
Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation," the Company has adopted the proforma disclosure requirements.

CONCENTRATION OF CREDIT RISK
----------------------------

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and trade receivables. The Company places its cash and temporary cash
investments with high credit quality institutions. At times, such investments
may be in excess of the FDIC insurance limit.

LIQUIDITY
---------

As shown in the accompanying financial statements, the Company incurred a net
loss from continuing operations of $616,044 during the year ended April 30,
2002. The Company recognized a loss of $565,000 on the disposition of Majestic
Modular operations. The Company's current liabilities exceeded its current
assets by $551,550 as of April 30, 2002.

Comprehensive Income (Loss)
---------------------------

The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income". SFAS No. 130 establishes standards for the
reporting and displaying of comprehensive income and its components.
Comprehensive income is defined as the change in equity of a business during a
period from transactions and other events and circumstances from non-owner
sources. It includes all changes in equity during a period except those
resulting from investments by owners and distributions to owners. SFAS No. 130
requires other comprehensive income (loss) to include foreign currency
translation adjustments and unrealized gains and losses on available-for-sale
securities.

                                      F-10
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Segment Information
-------------------

The Company adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS
131"). SFAS establishes standards for reporting information regarding operating
segments in annual financial statements and requires selected information for
those segments to be presented in interim financial reports issued to
stockholders. SFAS 131 also establishes standards for related disclosures about
products and services and geographic areas. Operating segments are identified as
components of an enterprise about which separate discrete financial information
is available for evaluation by the chief operating decision maker, or decision
making group, in making decisions how to allocate resources and assess
performance. The information disclosed herein, materially represents all of the
financial information related to the Company's principal operating segments.

EARNINGS (LOSS) PER SHARE
-------------------------

The Company has adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share," specifying the computation, presentation and disclosure
requirements of earnings per share information. Basic earnings (loss) per share
has been calculated based upon the weighted average number of common shares
outstanding. Stock options and warrants will be excluded as common stock
equivalents in the diluted earnings per share because they are either
antidilutive, or their effect is not material. The weighted average number of
common shares outstanding used in the computation of earnings (loss) per share
was 47,571,855 for the period ended April 31, 2002.

NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141, "Business Combinations" (SFAS No.
141), and Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" (SFAS No. 142). The FASB also issued Statement of
Financial Accounting Standards No. 143, "Accounting for Obligations Associated
with the Retirement of Long-Lived Assets" (SFAS No. 143), and Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144), in August and October 2001,
respectively.

SFAS No. 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interest method. The adoption of SFAS No. 141 had no material impact
on the Company's consolidated financial statements.

Effective January 1, 2002, the Company adopted SFAS No. 142. Under the new
rules, the Company will no longer amortize goodwill and other intangible assets
with indefinite lives, but such assets will be subject to periodic testing for
impairment. On an annual basis, and when there is reason to suspect that their
values have been diminished or impaired, these assets must be tested for
impairment, and write-downs to be included in results from operations may be
necessary. SFAS No. 142 also requires the Company to complete a transitional
goodwill impairment test six months from the date of adoption.

                                      F-11
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 APRIL 30, 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
-----------------------------------------

Any goodwill impairment loss recognized as a result of the transitional goodwill
impairment test will be recorded as a cumulative effect of a change in
accounting principle no later than the end of fiscal year 2002. The adoption of
SFAS No. 142 had no material impact on the Company's consolidated financial
statements

SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal obligations
associated with the retirement of tangible long-lived assets. SFAS No. 143 is
effective in fiscal years beginning after June 15, 2002, with early adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a material impact on its consolidated results of operations and financial
position upon adoption. The Company plans to adopt SFAS No. 143 effective
January 1, 2003.

SFAS No. 144 establishes a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations. SFAS No. 144
superseded Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS No. 121), and APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144 effective January 1,2002. The adoption of SFAS No. 144 had no
material impact on Company's consolidated financial statements.

NOTE B - BUSINESS COMBINATIONS

On December 11, 2001, the Company purchased Majestic Modular Buildings, Ltd.
("Majestic Modular"), a wholly owned subsidiary of The Majestic Companies, Ltd.
("Majestic"), through an Agreement and Plan of Exchange ("Agreement"). Pursuant
to this Agreement, Majestic Modular became a wholly-owned subsidiary of the
Company.

Majestic Modular is engaged in the business of designing, manufacturing and
marketing re-locatable modular structures such as classrooms and office
buildings to end users as well as to third party leasing agents for use
primarily within the state of California.

In connection with the acquisition of Majestic Modular, the Company issued to
Majestic a total of 28,500,000 shares of restricted common stock of the Company.
The Company also agreed to issue a note payable to Majestic in the amount of
$900,000, payable over a 16-month period.

Subsequent to the date of the Agreement, the Company and Majestic amended the
terms of the Agreement whereby Majestic and the Company agreed to cancel the
$900,000 note in exchange for the issuance of an additional 5,000,000 shares of
the Company's restricted common stock to Majestic. The shares are to be held in
escrow and the Company has the option to redeem the shares in full, or in part,
within one year of issuance in exchange for $150,000.

                                      F-12
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2002


NOTE B - BUSINESS COMBINATIONS (CONTINUED)

The value of assets acquired (excluding goodwill) was $846,679 and liabilities
assumed was $2,095,758, for a negative book value of $1,249,079. The excess of
the aggregate purchase price over the fair market value of net assets acquired
of $1,855,079 was recorded as goodwill. The acquisition is being accounted for
as a purchase in accordance with APB 16 and, accordingly, the operating results
of the acquired company have been included in the Company's financial statements
since the date of acquisition.

The following summarizes the acquisition of Majestic Modular:

Issuance of 28,500,000 shares of  common  stock                 $   (456,000)
Additional 5,000,000 shares of common stock                         (150,000)
Assets acquired                                                      846,679
Liabilities assumed                                               (2,095,758)
Goodwill                                                           1,855,079
                                                                -------------
                                                                $          -
                                                                =============

In January 2002, the Company sold Modular (see Note C).

Under a separate Agreement, Lutrex Enterprises, Inc. "Lutrex", an entity
controlled by the Company's President and Chief Executive Officer contributed an
aggregate of $1,500,000 of assets in exchange for 59,000,000 shares of the
Company's restricted common stock and the issuance of a non-interest bearing
note payable in the amount of $700,000. The transaction is accounted for using
the purchase method of accounting. The Company recorded the carryover historical
basis of net tangible assets contributed, which did not differ materially from
their historical cost. The results of operations subsequent to the date of
acquisition is included in the Company's consolidated statement of losses. The
Company expensed in 2001 $85,000, which represents the excess of the purchase
price over the historical basis of the net tangible Lutrex assets acquired.

The following summarizes the contribution of Lutrex:

Note payable                                                     $  (700,000)
Issuance of 59,000,000 shares of  common  stock                     (885,000)
Assets acquired                                                    1,500,000
Excess of costs over tangible assets acquired                         85,000
                                                                 ------------
                                                                 $         -
                                                                 ============

NOTE C - DISCONTINUED OPERATIONS

On January 24, 2002, the Company sold its wholly owned subsidiary, Majestic
Modular Buildings, Ltd. to a former employee and officer of Majestic Modular for
$1,000, and other good and valuable consideration. In connection with the
disposition, the Company assumed an obligation to build and deliver eighteen
modular units previously contracted for.

                                      F-13
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2002


NOTE C - DISCONTINUED OPERATIONS (CONTINUED)

As a result of the sale of Majestic Modular Buildings, Ltd., the Company
accounted for the segment as a discontinued operation, and accordingly, the
amounts in the financial statements and related notes for all periods shown have
been restated to reflect discontinued operations accounting.

The financial statements reflect the operating results and balance sheet items
of the discontinued operations separately from continuing operations. Prior
periods have been restated. Operating results for the discontinued operations
for the year ended April 30, 2002 was:

Revenues                                    $      -
Expenses                                           -
                                            ---------
Net income (loss)                           $      -
                                            =========

The following summarizes the loss on the disposition of Majestic Modular
Buildings, Ltd.:

Cash received                                                   $      1,000
Debts assumed                                                      2,135,758
Net assets disposed of                                            (2,701,758)
                                                                -------------
Net loss on disposal                                            $   (565,000)
                                                                =============

NOTE D - INVENTORIES



Inventories are stated at the lower of cost or market determined by the
first-in, first-out (FIFO) method. Components of inventories as of April 30,
2002 are as follows:


        Raw Materials                      $ 379,474
                                           ----------
                                           $ 379,474
                                           ==========

NOTE E - PROPERTY, PLANT AND EQUIPMENT

The Company's property and equipment at April 30, 2002 consists of the
following:

  Plant Equipment                                 $   921,738
  Transportation Equipment                            208,155
                                                  ------------
     Total                                          1,129,893
  Accumulated Depreciation                            (99,933)
                                                  ------------
                                                  $ 1,029,960
                                                  ============

Depreciation expense included as a charge to income amounted to $ 95,250 for the
year ended April 30, 2002.

                                      F-14
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2002


NOTE F - FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments" ("SFAS 107"), defines the fair value of a
financial instrument as the amount at which the instrument could be exchanged in
a current transaction between willing parties. The Company includes fair value
information in the notes to consolidated financial statements when the fair
value of its financial instruments is materially different from the book value.
The carrying value of the Company's cash and cash equivalents, short-term debt
securities held to maturity, time deposits, receivables, other current assets,
accounts payable, and accrued liabilities, included in the accompanying balance
sheets, approximate the estimated fair value of those instruments because of
their short-term nature. The fair value of the notes payable to banks based on
the interest rates currently available for borrowings with similar terms and
maturities approximates the carrying amount of those borrowings. The fair value
of the amounts due to and from a related party cannot be determined due to the
uncertainty as to the timing of repayment.


NOTE G - RELATED PARTY TRANSACTIONS

Lutrex Enterprises, Inc. "Lutrex", an entity controlled by the Company's
President and Chief Executive Officer contributed an aggregate of $1,500,000 of
assets in exchange for 59,000,000 shares of the Company's restricted common
stock and the issuance of a non-interest bearing note payable in the amount of
$700,000 (Note B). The note is payable over a sixteen-month period, beginning on
June 8, 2002, and continuing on the eighth day of each successive month for nine
more months at the rate of $70,000 per month in the form of the Company's
restricted common stock. The shares of common stock to be issued will be based
upon the closing bid price of the Company's common stock on the eighth day of
each month on which payment is due, and if there is not a closing bid price on
that day, then the amount will be calculated according to the next available
closing bid price.

The Company's President and Chief Executive Officer also advanced funds to the
Company for working capital purposes. No formal repayment terms or arrangements
exist. The net amount of advances due at April 30, 2002 was $5,814.

NOTE H - CAPITAL STOCK

On November 7, 2001 the Company's Board of Directors approved an increase in the
Company's authorized common stock from 50,000,000 to 400,000,000 with a par
value of $.001. The Company also created a Series A Preferred class of stock,
$.001 par value, and authorized 10,000,000 shares. The Series A Preferred Stock
has conversion rights at a ratio of five common for one Preferred share.

During the year ended April 30, 2002, the Company issued a total of 1,714,303
shares of common stock in exchange for $51,431 net of costs and fees. The
Company issued an aggregate of 8,796,459 shares of its common stock to
consultants for $242,550 of services rendered and charged to income during the
year ended April 30, 2002. The shares issued to the consultants were based upon
the value of the services rendered or the market price of the Company's common
stock during the period the services were rendered. In addition, the Company
issued 2,540,090 shares of common stock in exchange for $ 75,767 of previously
incurred debt and 59,000,000 shares of the restricted common stock in exchange
for assets and raw materials contributed by Lutrex Enterprises, Inc.(see Note
B). The Company also issued to The Majestic Companies, Ltd. a total of
28,500,000 shares of restricted common stock in connection with the acquisition
of Majestic Modular (See Note B). As of April 30, 2002, the Company has issued
and outstanding 109,443,945 shares of common stock. There are no preferred
shares outstanding at April 30, 2002.


                                      F-15
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2002


NOTE I - INCOME TAXES

The Company has adopted Financial Accounting Standard No. 109 which requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statement or tax
returns. Under this method, deferred tax liabilities and assets are determined
based on the difference between financial statements and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.

At April 30, 2002, the Company has available for federal income tax purposes a
net operating loss carryforward of approximately $1,853,000, expiring in the
year 2022, that may be used to offset future taxable income. Operating losses
incurred by the Company prior to its emergence from bankruptcy may not be
available to the Company to offset future taxable income due to the change in
ownership of the Company. The Company has provided a valuation reserve against
the full amount of the net operating loss benefit, since in the opinion of
management based upon the earnings history of the Company, it is more likely
than not that the benefits will not be realized. Due to significant changes in
the Company's ownership, the Company's future use of its existing net operating
losses may be limited.


Components of deferred tax assets as of April 30, 2002 are as follows:

     Non Current:
     Net operating loss carryforward                             $ 630,000
     Valuation allowance                                         (630,000)
                                                                 ---------
     Net deferred tax asset                                              -

NOTE J - EARNINGS (LOSS) PER SHARE

Basic and fully diluted losses per share are calculated by dividing net income
(loss) available to common shareholders by the weighted average of common shares
outstanding during the year. The Company has no potentially dilutive securities,
options, warrants or other rights outstanding. The following table sets forth
the computation of basic and diluted earnings (loss) per share:


     Net income (loss) available to
        Common stockholders                                        $ (1,181,044)
                                                                   =============
     Basic and diluted earning (loss) per share                    $      (0.02)
                                                                   =============
        Continuing Operations                                             (0.01)
        Discontinued Operations                                           (0.01)
     Basic and diluted weighted average
       Number of common shares outstanding                           47,571,855

                                      F-16
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 30, 2002



NOTE K - COMMITMENTS AND CONTINGENCIES

CONSULTING AGREEMENT

The Company has various consulting agreements with outside contractors to
provide business development and consultation services. The Agreements are
generally for a term of 12 months from inception and renewable automatically
from year to year unless either the Company or Consultant terminates such
agreement by written notice.

Litigation and Contingencies
----------------------------

The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters will not have a material adverse effect on its financial position,
results of operations or liquidity.


NOTE L - GOING CONCERN MATTERS

The accompanying statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the consolidated financial statements
during the year ended April 30, 2002, the Company incurred losses from
continuing operations of $616,044. The Company's current liabilities exceed its
current assets by $551,550. These factors among others may indicate that the
Company will be unable to continue as a going concern for a reasonable period of
time.

The Company's existence is dependent upon management's ability to develop
profitable operations and resolve it's liquidity problems. Management
anticipates the Company will attain profitable status and improve its liquidity
through the continued developing, marketing and selling of its products and
additional equity investment in the Company. The accompanying financial
statements do not include any adjustments that might result should the Company
be unable to continue as a going concern.

In order to improve the Company's liquidity, the Company is actively pursuing
additional equity financing through discussions with investment bankers and
private investors. There can be no assurance the Company will be successful in
its effort to secure additional equity financing.

If operations and cash flows continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.

                                      F-17
<PAGE>

Board of Directors and Shareholders
Global Foods Online, Inc.
(a Development Stage Company)

We have audited the balance sheet of Global Foods Online, Inc. as of April 30,
2001, and the related statements of operations, changes in stockholders' equity,
and cash flows for each of the years in the two year period then ended and for
the period from inception (February 4, 1997)to April 30, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position of Global Foods Online, Inc. as of
April 30, 2001, and the results of its operations and cash flows each of the
years in the two year period then ended and for the period from inception
(February 4, 1997) to April 30, 2001, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 10 to the
financial statements, the Company has suffered recurring losses from operations
and has a deficit of working capital at April 30, 2001, which raise substantial
doubts about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 10. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

/S/ James E. Scheifley & Associates, P.C.
-----------------------------------------
Certified Public Accountants
Denver, Colorado
August 9, 2001


                                      F-18
<PAGE>

                            GLOBAL FOODS ONLINE, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                 April 30, 2001

                                     ASSETS



Current assets:                                                2001
---------------                                                ----

  Cash                                                      $      370
                                                            -----------
      Total current assets                                         370

Equipment, at cost net of
 accumulated depreciation of $4,683                              4,684

Deposit                                                            500
                                                            -----------
Total assets                                                $    5,554
                                                            ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                          $   42,497
  Accrued interest                                              11,350
                                                            -----------
      Total current liabilities                                 53,847

Notes payable - shareholders                                     3,000

Stockholders' equity:
 Common stock, $.001 par value,
  50,000,000 shares authorized, 8,893,093
  shares issued and outstanding                                  8,893
 Additional paid in capital                                  1,428,205
 Common stock Subscriptions                                     16,600
 (Deficit) accumulated during
  development stage                                         (1,504,991)
                                                            -----------
                                                               (51,293)
                                                            -----------
                                                            $    5,554
                                                            ===========

See accompanying notes to financial statements.

                                      F-19
<PAGE>
<TABLE>

                                 GLOBAL FOODS ONLINE, INC.
                               (A Development Stage Company)

               Statements of Operations Years Ended April 30, 2001 and 2000
              and Period From Inception (February 4, 1997) to April 30, 2001
<CAPTION>


                                           Year              Year        Period From
                                           Ended             Ended       Inception To
                                          April 30,         April 30,      April 30,
                                           2001              2000           2001
                                           ----              ----           ----
<S>                                    <C>               <C>              <C>
 Operating expenses                    $ 1,055,605       $   312,455      $ 1,489,399
                                       ------------      ------------     ------------
 (Loss from operations)                  1,055,605           312,455        1,489,399

 Interest expense                            8,400             2,950           11,350
                                       ------------      ------------     ------------

Net (loss)                             $(1,064,005)      $  (315,405)     $(1,500,749)


Per share information:
 Basic and diluted (loss)
   per common share                    $     (0.13)      $     (0.05)     $     (0.38)

 Weighted average shares outstanding     8,021,249         6,628,702        3,940,213

</TABLE>



See accompanying notes to financial statements.

                                      F-20
<PAGE>
<TABLE>

                                      GLOBAL FOODS ONLINE, INC.
                                    (A Development Stage Company)

                            Statement of Changes in Stockholders' Equity
                 For the Period From Inception (February 4, 1997) to April 30, 2001

<CAPTION>

                                                                                       Deficit
                                                          Additional                 Accumulated
                                      Common Stock         Paid-in    Common Stock  During Develop-
        ACTIVITY                   Shares      Amount      Capital    Subscriptions   ment Stage     Total
        --------                   ------      ------      -------    -------------   ----------     -----
<S>                              <C>          <C>          <C>          <C>          <C>           <C>
Post bankruptcy shares
 Outstanding on
 February 4, 1997                   98,160    $      98    $       -    $       -    $  (4,242)    $  (4,144)
                                 ----------   ----------   ----------   ----------   ----------    ----------
Balance April 30,
 1997 through
 April 30, 1998                     98,160           98            -            -       (4,242)       (4,144)

Common stock sold for
 cash in February 1999
 @ $.002 per share                 525,000          525          525                                   1,050

Shares issued to
 complete merger during
 March 1999 @ $.002 per share    4,000,000        4,000        4,000                                   8,000

Common stock sold for
 cash in April 1999 @
 $.10 per share                    450,000          450       44,550                                  45,000

Common issued for services
 In April 1999 @ $.10 per
 share                           1,000,000        1,000       99,000                                 100,000

Sale of common stock warrants
 In February 1999 @ $.001 per
 warrant                                 -            -        2,000                                   2,000

Net (loss) for the year
 ended April 30, 1999                    -            -            -            -     (121,339)     (121,339)
                                 ----------   ----------   ----------   ----------   ----------    ----------
Balance, April 30, 1999          6,073,160        6,073      150,075            -     (125,581)       30,567

Common stock sold for cash in
  June 1999 @ $.10 per share       265,000          265       22,735            -            -        23,000
   Compensation value
    of discount shares                   -            -            -        3,500            -         3,500


                                      F-21
<PAGE>

                                      GLOBAL FOODS ONLINE, INC.
                                    (A Development Stage Company)

                            Statement of Changes in Stockholders' Equity
                 For the Period From Inception (February 4, 1997) to April 30, 2001
                                            (Continued)

                                                                                       Deficit
                                                          Additional                 Accumulated
                                      Common Stock         Paid-in    Common Stock  During Develop-
        ACTIVITY                   Shares      Amount      Capital    Subscriptions   ment Stage      Total
        --------                   ------      ------      -------    -------------   ----------      -----
  August 1999 @
   $.50 per share                   68,000           68       33,932                                  34,000
  September 1999 @
   $.50 per share                   50,000           50       24,950                                  25,000
  October 1999 @
   $.10 per share                   15,000           15        1,485                                   1,500
  November 1999 @
   $.50 per share                    6,000            6        2,994                                   3,000
  December 1999 @
   $.50 per share                   15,000           15        7,485                                   7,500
  January 2000 @
   $.50 per share                    2,000            2          998                                   1,000

Common issued for
 services in June 1999
 @ $.10 per share                   22,500           22        2,228                                   2,250
  August 1999 @
   $.50 per share                  200,000          200       99,800                                 100,000
  September 1999 @
   $.50 per share                   50,000           50       24,950                                  25,000
  December 1999 @
   $.50 per share                   13,600           14        6,786                                   6,800

Net (loss) for the year
 ended April 30, 2000                    -            -            -            -     (315,405)     (315,405)
                                 ----------   ----------   ----------   ----------   ----------    ----------
Balance, April 30, 2000          6,780,260        6,780      381,918            -     (440,986)      (52,288)

Common stock sold for cash:
  July 2000 @ $.50 per share        50,000           50       24,950                                  25,000

  August 2000 @ $.50 per share     150,000          150       74,850                                  75,000
   less costs of offering                                                              (10,000)

  September 2000 @ $.50 per share  109,000          109       54,391                                  54,500

Common stock subscriptions
sold for cash:
  October 2000 @
   $.50 per share                        -            -            -        8,000                      8,000
  November 2000 @
   $.50 per share                        -            -            -        5,000                      5,000
  February 2001 @
   $.50 per share                        -            -            -        3,600                      3,600

Common issued for
  services in October
 2000 @ $.50 per share             528,800          529      263,871                                 264,400
  November 2000 @
  $.50 per share                   851,000          851      424,649                                 425,500

Notes converted into
 common stock in
 September 2000                    424,033          424      213,576                                 214,000

Net (loss) for the year
 ended April 30, 2001                    -            -            -            -   (1,064,005)   (1,064,005)
                                 ----------   ----------  -----------   ----------   ----------    ----------
Balance, April 30, 2001          8,893,093    $   8,893   $1,428,205    $  16,600  $(1,504,991)   $  (51,293)

</TABLE>

See accompanying notes to financial statements.

                                                F-22
<PAGE>
<TABLE>

                                      GLOBAL FOODS ONLINE, INC.
                                    (A Development Stage Company)

                    Statements of Cash Flows Years Ended April 30, 2001 and 2000
                   and Period From Inception (February 4, 1997) to April 30, 2001
<CAPTION>

                                                          Year             Year         Period From
                                                          Ended            Ended         Inception To
                                                        April 30         April 30         April 30
                                                          2001             2000             2001
                                                          ----             ----             ----
<S>                                                    <C>             <C>             <C>
Net income (loss)                                      $(1,064,005)    $  (315,405)    $(1,500,749)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                              3,122           1,561           4,683
   Common stock issued for services                        689,900         134,050         923,950
   Compensation value of discounted shares                       -           3,500           3,500
   Charge off of goodwill                                        -               -           8,000

  Changes in assets and liabilities
   (Increase) in other assets                                1,397          (1,897)           (500)
   (Increase) decrease in officer advance                        -          30,000               -
   Increase in accounts payable
    and accrued expenses                                    36,423          10,896          49,703
                                                       ------------    ------------    ------------
  Total adjustments                                        730,842         178,110         989,336

  Net cash (used in) operating activities                 (333,163)       (137,295)       (511,413)

Investing activities:
   Purchase of equipment                                         -          (9,367)         (9,367)
                                                       ------------    ------------    ------------
Net cash used in investing activities                            -          (9,367)         (9,367)

Financing activities:
  Sale of stock and subscriptions for cash                 161,100          95,000         302,150
  Proceeds from notes payable                                    -         219,000         219,000
  Repayment of notes payable                                (2,000)              -          (2,000)
  Sale of common stock warrants                                  -               -           2,000
                                                       ------------    ------------    ------------
Net cash provided by financing activities                  159,100         314,000         521,150
                                                       ------------    ------------    ------------
Increase (decrease) in cash                               (174,063)        176,705           9,737
Cash and cash equivalents,
 beginning of period                                       174,433           7,095               -
                                                       ------------    ------------    ------------
Cash and cash equivalents,
 end of period                                         $       370     $   174,433     $       370


See accompanying notes to financial statements.

</TABLE>

                                                F-23
<PAGE>
<TABLE>

                            GLOBAL FOODS ONLINE, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
         Years Ended April 30, 2001 and 2000 and Period From Inception
                      (February 4, 1997) to April 30, 2001

<CAPTION>


                                              Year            Year        Period From
                                              Ended          Ended        Inception To
                                            April 30        April 30        April 30
                                               2001           2000            2001
                                               ----           ----            ----
Supplemental cash flow information:
<S>                                         <C>             <C>             <C>
   Cash paid for interest                   $      -        $      -        $      -
   Cash paid for income taxes               $      -        $      -        $      -

</TABLE>

See accompanying notes to financial statements.



                                      F-24
<PAGE>


Global Foods Online, Inc.
Notes to Financial Statements
April 30, 2001

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES.

The Company was incorporated in Nevada on September 14, 1990. The Company is in
its development stage and to date its activities have been limited to
organization and capital formation. The Company's development stage began on
February 4, 1997 upon the issuance by the United States Bankruptcy Court,
District of Idaho of an order approving Trustee's report of no distribution and
closing estate with the respect to the Company's filing under Chapter 7 of the
Bankruptcy Code. The Company was formerly known as Valley Fish Products, Inc.
The Company plans to distribute domestic and international food products in the
United States and internationally and to utilize the World Wide Web in the
implementation of its planned business operations.

Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the Company and
its wholly owned, inactive subsidiary, IF&B Media Corporation. All significant
inter-company balances and transactions have been eliminated.

Property, Plant and Equipment:
------------------------------
Property, plant and equipment are recorded at cost and are depreciated based
upon estimated useful lives using the straight-line method. Estimated useful
lives range from 3 to 5 years. At April 30, 2001 the Company has computer
equipment and related software valued at $9,367 and has recorded depreciation
amounting to $4,683 thereon.

Loss per share:
---------------

Basic Earnings per Share ("EPS") is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year. Diluted EPS is computed by dividing net income
available to common stockholders by the weighted- average number of common stock
shares outstanding during the year plus potential dilutive instruments such as
stock options and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the period. Loss per share is unchanged on a diluted basis since the assumed
exercise of common stock equivalents would have an anti- dilutive effect.

                                      F-25
<PAGE>

Intangible Assets:
------------------
The Company makes reviews for the impairment of long-lived assets and certain
identifiable intangibles whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Under SFAS No. 121,
an impairment loss would be recognized when estimated future cash flows expected
to result from the use of the asset and its eventual disposition is less than
its carrying amount. No such impairment losses have been identified by the
Company to date.

Cash:
-----
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with maturity of three months or less to be
cash equivalents.

Estimates:
----------
The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates

Fair value of financial instruments:
------------------------------------
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximates fair value because of their short-term maturities.
Financial instruments that potentially subject the Company to a concentration of
credit risk consist principally of cash. During the year the Company did not
maintain cash deposits at financial institutions in excess of the $100,000 limit
covered by the Federal Deposit Insurance Corporation. The Company does not hold
or issue financial instruments for trading purposes nor does it hold or issue
interest rate or leveraged derivative financial instruments

                                      F-26
<PAGE>

Foreign Currency Translation
----------------------------
The financial statements are presented in United States dollars. The Company has
significant United Kingdom operations, however United States dollars are
considered its functional currency.

Monetary assets and liabilities are translated into United States dollars at the
balance sheet date rate of exchange and non-monetary assets and liabilities at
historical rates. Revenues and expenses are translated at appropriate
transaction date rates. Net gains or losses arising on translation are reflected
a separate component of stockholders' equity.

Stock-based Compensation
------------------------
The Company adopted Statement of Financial Accounting Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation beginning with the Company's first
quarter of 1996. Upon adoption of FAS 123, the Company continued to measure
compensation expense for its stock-based employee compensation plans using the
intrinsic value method prescribed by APB No. 25, Accounting for Stock Issued to
Employees. Stock based compensation paid by the Company during the period ended
April 30, 2001 is disclosed in Note 4.

New Accounting Pronouncements
-----------------------------
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines for all
items that are to be recognized under accounting standards as components of
comprehensive income to be reported in the financial statements. The statement
is effective for all periods beginning after December 15, 1997 and
reclassification financial statements for earlier periods will be required for
comparative purposes. To date, the Company has not engaged in transactions that
would result in any significant difference between its reported net loss and
comprehensive net loss as defined in the statement and therefore comprehensive
income is considered to be the same as net income.

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internaal Use ("SOP 98-1"). SOP 98-1 provides
authoritative guidance on when internal-use software costs should be capitalized
and when these costs should be expensed as incurred.

                                      F-27
<PAGE>

Effective in 1998, the Company adopted SOP 98-1, however the Company has not
incurred costs to date that would require evaluation in accordance with the SOP.

Effective December 31, 1998, the Company adopted SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information ("SFAS 131"). SFAS 131
superseded SFAS No. 14, Financial Reporting for Segments of a Business
Enterprise. SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports. SFAS 131 also establishes
standards for related disclosures about products and services, geographic areas,
and major customers. The adoption of SFAS 131 did not affect results of
operations or financial position. To date, the Company has not operated in its
one planned business activity.

Effective December 31, 1998, the Company adopted the provisions of SFAS No. 132,
Employers' Disclosures about Pensions and Other Post- retirement Benefits ("SFAS
132"). SFAS 132 supersedes the disclosure requirements in SFAS No. 87,
Employers' Accounting for Pensions, and SFAS No. 106, Employers' Accounting for
Post- retirement Benefits Other Than Pensions. The overall objective of SFAS 132
is to improve and standardize disclosures about pensions and other
post-retirement benefits and to make the required information more
understandable. The adoption of SFAS 132 did not affect results of operations or
financial position.

The Company has not initiated benefit plans to date that would require
disclosure under the statement.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), which
is required to be adopted in years beginning after June 15, 1999. SFAS 133 will
require the Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in fair value of hedged assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The Company has not yet
determined what the effect of SFAS 133 will be on earnings and the financial
position of the Company, however it believes that it has not to date engaged in
significant transactions encompassed by the statement.

                                      F-28
<PAGE>


NOTE 2. BUSINESS ACQUISITION

During March 1999, the Company acquired 100% of the stock of IB&F Media
Corporation (Media) in exchange for 4,000,000 shares of its common stock. At the
Merger date Media was an inactive company that was incorporated in California on
November 24, 1998. At the merger date, Media had no assets and had not begun
business operations.

The fair value of the shares issued to effect the merger aggregated $8,000 and
was based on the price paid by individual investors ($.002 per share) for shares
sold by the Company during February 1999. Had the merger been completed at the
beginning of the 1999 fiscal year, the results of operations for the year ended
April 30, 1999 would remain unchanged.

NOTE 3. OFFICER ADVANCE.

On April 23, 1999, the Company advanced $30,000 to its president for the purpose
of establishing a sales office in London, England. At April 30, 1999 the funds
had not been deposited into a bank account owned by the Company and none of the
funds had been expended. The full amount of the advance was utilized for
authorized business purposes during the fiscal year ended April 30, 2000.

NOTE 4. NOTES PAYABLE - SHAREHOLDERS

During the period from January through April 2000, the Company sold short-term
notes to certain of its shareholders. The notes are due after six months and
include interest at 10% per annum. The Company received gross proceeds from the
notes amounting to $219,000 through April 30, 2000. During the year ended April
30, 2001, $214,000 of the notes was converted into common stock at $.50 per
share and $2,000 of the notes was repaid in cash. The balance of the notes
amounted to $3,000 at April 30, 2001.

                                      F-29
<PAGE>

NOTE 5. STOCKHOLDERS' EQUITY.

During February 1999 the Company completed a private placement of its common
stock whereby 525,000 shares of restricted common stock were sold for gross
proceeds of $1,050.

During March 1999, the Company completed the merger with Media whereby 4,000,000
shares of its restricted common stock were exchanged for all of the outstanding
common stock of Media (see Note 2.).

During April 1999 the Company completed a private placement of its common stock
whereby 450,000 shares of restricted common stock were sold for gross proceeds
of $45,000.

During February 1999, warrants to purchase an aggregate of 2,000,000 shares of
restricted common stock at an exercise price of $.50 per share were authorized
by the Company's Board of Directors. The warrants are exercisable for a period
of three years. During February 1999, the Company sold the warrants for gross
proceeds of $2,000. There was no compensation effect associated with the sale of
the warrants. None of the warrants have been exercised.

In April 1999 the Company issued an aggregate of 1,000,000 shares of its common
stock for financial advisory services, and accounting and management services
provided to the Company by two independent consultants. The fair value of the
shares issued for the services amounted to $.10 per share and such value is
consistent with the cash amount paid by the Company's investors during the
comparable period.

During the year ended April 2000 the Company sold an aggregate of 421,000 shares
of its common for gross proceeds of $95,000. Certain of the shares were sold to
persons who provide advisory services to the Company at a price of $.07 per
share at a time when other shareholders paid $.10 per share. The Company has
recognized compensation expense related to the shares sold at the discounted
price amounting to $3,500 for the year ended April 30, 2000.

                                      F-30
<PAGE>

During the year ended April 2001 the Company sold an aggregate of 309,000 shares
of its common stock at $.50 per share. Additionally, the Company received
proceeds of $16,600 for shares subscribed but not yet issued.

During the years ended April 30, 2001 and 2000 the Company issued an aggregate
of 1,379,800 and 286,100 shares, respectively, of its common stock for financial
advisory services and management services provided to the Company by independent
consultants. The fair value of the shares issued for the services amounted to
$.50 per share and such value is consistent with the cash amount paid by the
Company's investors during the comparable period.

NOTE 6. INCOME TAXES.

Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classifications of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse.

The Company currently has net operating loss carryforwards aggregating
approximately $672,000 that expire $126,000 in 2019, $172,000 in 2020 and
$374,000 in 2021. Operating losses incurred by the Company prior to its
emergence from bankruptcy may not be available to the Company to offset future
taxable income due to the change in ownership of the Company precipitated by the
merger with Media. Additionally, the value of shares issued for services to
consultants may not be fully deductible by the Company. The deferred tax asset
resulting from the operating loss carryforward described above (approximately
$228,000) has been fully reserved as the Company cannot predict future
profitable operations which would generate the taxable income necessary for its
utilization. The reserve increased by approximately $127,000 during the year
ended April 30, 2001.

                                      F-31
<PAGE>

NOTE 7. COMMITMENTS

The Company has entered into an operating lease for a motor vehicle that calls
for annual rental payments aggregating $5,709. The lease term extends through
the year 2003. Minimum annual rental payments under the lease are as follows for
the years ended April 30, 2002 through 2003: 2002 - $5,709: 2003 - $4,282.

Rent expense amounted to $5,709 and $1,428 for the years ended April 30, 2001
and 2000, respectively.

NOTE 8. FOREIGN OPERATIONS

During the year ended April 30, 2000 the Company established marketing and sales
operations in London, England. Assets employed at this location consist of
equipment valued at $2,656. Sales have not commenced at either of the Company's
locations. General and administrative expenses incurred by the London operation
amounted to approximately $201,900 and $91,200 during the years ended April 30,
2001 and 2000, respectively.

NOTE 9. SUPPLEMENTAL STATEMENT OF OPERATIONS
INFORMATION.

During the years ended April 30, 2000 and 1999, the Company incurred $1,055,605
and $312,455 of general and administrative expenses respectively, the components
of which are as follows:

                                          2000          2001
                                          ----          ----

Consulting expense                      108,520      795,710
Advertising & promotional                     -       35,126
Travel expense                           19,894       23,152
Professional fees                        24,379       31,365
Web site expenses                        10,594            -
Office expenses                          59,890       23,991
Depreciation & amortization               1,561        3,122
Printing                                 21,973       70,513
Outside services                         34,466            -
Telephone expense                         6,880        2,338
Stockholder expenses                          -       10,170
Other expenses                           24,298       60,118
                                      ----------  -----------
                                      $ 312,455   $1,055,605
                                      =========   ===========

                                      F-32
<PAGE>

NOTE 10. BASIS OF PRESENTATION

The accompanying financial statements have been prepared on a "going concern"
basis which contemplates the realization of assets and the liquidation of
liabilities in the ordinary course of business.

The Company has incurred operating losses during the years ended April 30, 2001
and 2000
aggregating $1,064,005 and $315,405, respectively and the Company has a working
capital deficit of $53,477 at April 30, 2001. There can be no assurance that
profitable operations will be attained, as the Company's planned business
operations have not commenced.

Profitable operations are dependent upon, among other factors, the Company's
ability to obtain equity or debt financing, the ability of management to
restructure its liabilities either by repayment at less than face value or by
conversion to equity and the Company's ability begin its planned business
operation on a profitable basis. At present the Company is negotiating an equity
based line of credit which calls for gross proceeds to the Company of up to
$3,000,000.

                                      F-33
<PAGE>


                                  EXHIBIT INDEX
Exhibit No.     Description
-----------     -----------

(3)      Articles of Incorporation incorporated by reference to Form SB-2, file
         no. 333-83231, incorporated by reference to Exhibit 3 filed on July 6,
         2001

(3.2)    Amendment to Articles of Incorporation incorporated by reference to
         Form SB-2, file no. 333-83231, incorporated by reference to Exhibit 3.2
         filed on July 6, 2001

(3.3)    Bylaws incorporated by reference to Form SB-2, file no. 333-83231,
         incorporated by reference to Exhibit 3.3 filed on July 6, 2001

(3.4)    Articles of Merger between Global and IF&G Media Corporation
         incorporated by reference to Form SB-2, file no. 333-83231,
         incorporated by reference to Exhibit 3.4 filed on July 6, 2001

(4)      Specimen certificate for common stock incorporated by reference to Form
         SB-2, file no. 333-83231, incorporated by reference to Exhibit 4 filed
         on July 6, 2001

(4.1)    Specimen Warrant certificate incorporated by reference to Form SB-2,
         file no. 333-83231, incorporated by reference to Exhibit 4.1 filed on
         July 6, 2001

(10.1)   Consulting Agreement with Moody's Financial Services incorporated by
         reference to Form SB-2, file no. 333-83231

(10.2)   Consulting Agreement with Joel Shine incorporated by reference to Form
         SB-2, file no. 333-83231

(10.3)   Equity Line of Credit Agreement dated May2001 incorporated by reference
         to Form SB-2, file no. 333-83231 incorporated by reference to Exhibit
         10.3 filed on July 6, 2001

(10.4)   Consulting Agreement with Persia Consulting Group, Inc. dated April 12,
         2001 incorporated by reference to Form SB-2, file no. 333-83231
         incorporated by reference to Exhibit 10.4 filed on July 6, 2001

(10.5)   Escrow Agreement with First Union incorporated by reference to Form
         SB-2, file no. 333-83231 incorporated by reference to Exhibit 10.5
         filed on July 6, 2001

(10.6)   Registration Rights Agreement incorporated by reference to Form SB-2,
         file no. 333-83231 incorporated by reference to Exhibit 10.6 filed on
         July 6, 2001

(10.7)   Agreement with Yorkville Advisors Management, LLC incorporated by
         reference to Form SB-2, file no. 333-83231, incorporated by reference
         to Exhibit 10.7 filed on July 6, 2001

(23)(i)  Consent of James E. Schiefley and Associates, PC


(99.1)   Certification pursuant of Chief Executive Officer to 18 U.S.C. Section
         1350, as adopted to Section 906 of the Sarbanes Oxley Act of 2002.

(99.2)   Certification pursuant of Chief Financial Officer to 18 U.S.C. Section
         1350, as adopted to Section 906 of the Sarbanes Oxley Act of 2002.