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, 2003

                                       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.)

         1200 Airport Drive, Chowchilla, California       93610
           (Address of principal executive offices)     (Zip Code)

                    Company's telephone number: (559) 665-5800

     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 voting stock held by non-affiliates
of the Company as of April 30, 2003, Common Stock, par value $0.001
per share was $292,642. As of August 10, 2003, the Company had
112,343,945 shares of common stock issued and outstanding, of which
17,214,246 were held by non-affiliates.

                                TABLE OF CONTENTS

PART I

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

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

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

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

PART II

ITEM 5.     Market for Common Equity and Other Shareholder Matters

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

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

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

PART III

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

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

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

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

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

ITEM 14.    Controls and Procedures..................

Signatures.................................

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 multiple single
story classrooms for two school districts in southern California.

The Company is a holding company that currently operates three wholly
owned subsidiaries, Lutrex Enterprises, Inc., an entity, which holds
equipment and inventory for the registrant, MBS Construction Inc., a
modular contractor specializing in modular construction site work and
renovation, and Global Modular, Inc., a sales, marketing and
manufacturing of modular type structures.

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
(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 $2,140 for the year ended April 30,
2003, compared to $0 for the year ended April 30, 2002.  The decrease
in revenue is due to the disposal of the Majestic Modular acquisition
and Global Modular completing their move to a new plant in Chowchilla.

The Company, through the acquisition of Majestic Modular, has a
piggybackable contract with a public school district in the Los
Angeles, California. On January 20, 2003, the school district
extended the duration of the contract through March 20, 2006.  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, 2003, the Company had 22 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.

ITEM 2. PROPERTIES.

The Company's principal executive offices are located at 1200 Airport
Drive, Chowchilla, California.  The property consists of sixteen
acres of real estate including a 100,000 square foot structure of
usable space.  The structure will be utilized by the Company's
executive management team, as well as housing the operating entities
of Lutrex, MBS Construction and Global Modular.  The Company has
entered into a three-year lease (including options for renewals) for
the property at a rate of $15,225 per month for the first year and
moderate increases for each year thereafter.  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 2002-2003 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.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on April 30, 2003

                                             High         Low

Quarter Ended April 30, 2003                  .03        .007
Quarter Ended January 31, 2003                .06        .004
Quarter Ended October 31, 2002               .015        .003
Quarter Ended July 31, 2002                  0.02       0.005

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          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.

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.

MD&A

The following discussion contains forward-looking statements that are
subject to significant risks and uncertainties.  There are several
important factors that could cause actual results to differ
materially from historical results and percentages and results
anticipated by the forward-looking statements.  The Company has
sought to identify 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 assurance that the Company has
identified all possible risks that might arise.  Investors should
carefully consider all of such risks before making an investment
decision with respect to the Company's stock.  In particular,
investors should refer to the section entitled, "Factors that May
Affect Future Results and Market Price of Stock".

Years Ended April 30, 2003 and 2002

Revenues

The Company's total revenues were $ 2,140 for the year ended April
30, 2003 compared to $ 146,846 for the same period in 2002, a
decrease of $ 147,706. The decrease is a result of closing the
Majestic Modular plant in January 2002 and moving Global Modular
Into a new facility which started production in June 2003.

The Company recognized other income of $62, 098 in 2003 as compared
to none in 2002. The other income represents Global Modular selling excess
equipment not utilized in the new factory located in Chowchilla, CA.

Costs and Expenses

The Company's  general and administrative expenses for the year ended
April 30, 2003 was $238,991 compared to $554,481 for the same
period in 2002, a decline of $315,490, or 57 %.  This decrease was
due to a decline in professional fees of $339,825 and equipment repairs
of $22,203 for the year ended April 30, 2003 as compared to the year
ended April 30, 2002.  The following expenses increased for the year
ended April 30, 2003 as compared to April 30, 2002; insurance expense
of $15,900, telephone expense of $11,102, equipment rental of $14,425,
utilities of $4,532 and other expenses $579.

The Company's  interest costs  for the year ended April 30, 2003 was
$ 27,649 compared to $ 397 for the same period  in 2002, an increase
of $27,252. The change is  due the Company's increased borrowings
during the year ended April 30, 2003.

As a result of limited capital resources and revenues from operations
, the Company has relied on the issuance of equity securities to non-
employees in exchange for services. The Company's management enters
into equity compensation agreements with non-employees if it is in
the best interest of the Company under terms and conditions
consistent with the requirements of Financial Accounting Standards
No. 123, "Accounting for Stock Based Compensation." In order conserve
its limited operating capital resources, the Company anticipates
continuing to compensate non-employees for services during the next
twelve months. This policy may have a material effect on the
Company's results of operations during the next twelve months.

Liquidity and Capital Resources

As reflected in the accompanying financial statements, the Company
incurred a net loss of $ 528,836 for ht year ended April 30, 2003. In
addition, the Company's current liabilities exceeded its current
assets by $ 252,093 as of April 30, 2003. As a result of our
operating losses in 2003, we generated a cash flow deficit of $
546,553    from operating activities. Cash flows used in investing
activities was $ 264,005 during this period . We met our cash
requirements during this past year primarily through the issuance of
notes payable of $308,289, advances in the form of notes payable
from related parties of $513,465 and capital contributions of $25,000

While the Company has raised capital to meet its working capital and
financing needs in the past, additional financing is required in
order to meet the Company's current and projected cash flow deficits
from operations and development.  The Company is presently seeking
financing in the form of debt or equity in order to provide the
necessary working capital. Such financing may be upon terms that are
dilutive or potentially dilutive to our stockholders.  The Company
currently has no commitments for financing.  There are no assurances
the Company will be successful in raising the funds required.

By adjusting its operations and development  to the level of
capitalization , management believes it has sufficient capital
resources to meet  projected cash flow deficits through the next
twelve months . However, if thereafter, we are not successful in
generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, this could
have a material adverse effect on our business, results of
operations, liquidity and financial condition.

In prior periods, the Company has borrowed funds from significant
shareholders of the Company to satisfy certain obligations. There are
no assurances that the Company will be able to borrow funds from
significant shareholders of the Company in the future.

As the Company continues to expand, the Company will incur additional
costs for personnel. In order for the Company to attract and retain
quality personnel, management anticipates it will have to offer
competitive salaries, issue common stock to consultants and
employees, and grant Company stock options to current and future
employees.

The effect of inflation on the Company's revenue and operating
results was not significant.

The Company's operations are in the western United States and there
are no seasonal aspects that would have a material adverse effect on
the Company's financial condition or results of operations.

The independent auditors report on the Company's April 30, 2003
financial statements included in this Form states that the Company's
recurring losses raise substantial doubt about the Company's ability
to continue as a going concern.

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 2004, the Company will continue to 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 an 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:

1.)  The Company 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 2004 and 2005, the Company will focus its marketing and
selling efforts on school districts who are awaiting funds from the
State of California to implement their modernization programs.
Funding from bond proposals passed by California voters in November
2002 are beginning to flow, permitting school districts to place
orders for buildings with targeted deliveries in the third and fourth
quarters.  Future classroom production for California schools appears
promising for the remainder of 2004 and 2005.  California will
present to its voters the additional $12 billion bond proposal (from
Prop. 47) on the March 2004 ballot.  Early polls indicate that over
70% of adults surveyed would vote in favor of the proposal, while
only 55% voter approval is required to pass.

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 schoolteachers, 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 continue
to turn 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.  The Registrant also possesses an
approved DSA design, which is considered flexible regarding its
configuration alternatives.  The design offers school districts
complete steel construction including upgrades for concrete floors, a
variety of exterior finishes and various roof pitches and finished.
The design will be used specifically for custom type projects where
full campus or wing addition construction is desired.

6.)  The Company 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 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 existing
orders with several school districts throughout the State of
California for fabrication of single story portable classrooms.
Delivery and completion of these projects will take place throughout
the remainder of 2004.  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. The company has
completed two acquisitions of this nature in the fourth quarter of
this year.

10.)  The Company acquired MBS Construction, Inc., (MBS) with
corporate offices in Buena Park, California and a storage/fabrication
facility located on 3 acres in Riverside, California.  MBS brings
many valuable assets to the Company, such as, a management team with
over 60 years of cumulative modular experience, a current DSA
(Division of the State Architect) approved designs and other
intellectual property tailored for custom projects above and beyond
the standard relocatable classroom typically utilized by school
districts and engineering designs for commercial applications, which
increase the Company's product diversification.

11.)  The purchase agreement with Modular Modernization, Inc. (MMI)
provided approximately  $300,000 in raw materials and $200,000 in
plant equipment. The raw materials were placed into inventory for
immediate use in the production of the relocatable classroom
buildings.  The plant equipment will directly increase the modular
production capabilities, which will has the overall effect of
increasing profit margins for the Company.

12.)  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.

13.)  The Company secured a Line of Credit for Working Capital with
County Bank located in Merced California. 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.

New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities." Interpretation 46
changes the criteria by which one company includes another entity in
its consolidated financial statements. Previously, the criteria were
based on control through voting interest. Interpretation 46 requires
a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. A company that
consolidates a variable interest entity is called the primary
beneficiary of that entity. The consolidation requirements of
Interpretation 46 apply immediately to variable interest entities
created after January 31, 2003. The consolidation requirements apply
to older entities in the first fiscal year or interim period
beginning after June 15, 2003. Certain of the disclosure requirements
apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. The
Company does not expect the adoption to have a material impact to the
Company's financial position or results of operations.

In April 2003, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. SFAS 149 amends SFAS No. 133 to
provide clarification on the financial accounting and reporting of
derivative instruments and hedging activities and requires that
contracts with similar characteristics be accounted for on a
comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for
hedging relationships designated after June 30, 2003. The adoption of
SFAS 149 will not have a material impact on the Company's results of
operations or financial position.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND
EQUITY. SFAS 150 establishes standards on the classification and
measurement of certain financial instruments with characteristics of
both liabilities and equity. The provisions of SFAS 150 are effective
for financial instruments entered into or modified after May 31, 2003
and to all other instruments that exist as of the beginning of the
first interim financial reporting period beginning after June 15,
2003. The adoption of SFAS 150 will not have a material impact on the
Company's results of operations or financial position.

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.

Audit's Opinion Expresses Doubt About The Company's Ability To
Continue As a "Going Concern"

The independent auditor's report issued in connection with the
audited financial statements of the Company for the year
ended December 31, 2002, expresses "substantial doubt about
its ability to continue as a going concern," due to the
Company's recurring losses from operations. If the Company
is unable to generate cash flow to meet its obligations and
sustain operations, the Company may have to cease to exist,
which would be detrimental to the value of the Company's
common stock. The Company can make no assurances that its
business operations will develop and provide the Company
with significant cash to continue operations.

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, 2003, there were approximately 112,343,945 shares of common stock
outstanding, of which approximately 17,214,246 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.

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.

ITEM 7. FINANCIAL STATEMENTS.

Financial statements as of and for the year ended April 30, 2003, and
for the year ended April 30, 2002 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 Russell Bedford
Stefanou Mirchandani LLP ("Russell Bedford Stefanou Mirchandani") as
its certifying accountant as of September 13, 2001 for the Company's
fiscal year ending April 30, 2002. The Company has not consulted
Russell Bedford Stefanou Mirchandani 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.

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 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.

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 fiscal year ended April 30, 2003 and
subsequently, the Company is unaware that any required reports were
not timely filed.  It is the Company's intention to ensure, where
possible, 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, 2003 and prior.

                           Summary Compensation Table


<TABLE>
<CAPTION>
                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                  Other           Restricted   Securities
principal                                 annual            stock     underlying      LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs    payouts compensation
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
  (a)           (b)       (c)     (d)       (e)             (f)           (g)           (h)       (i)
<S>            <C>      <C>       <C>     <C>             <C>         <C>             <C>       <C>

Phil Hamilton  2003        0       0         0               0             0             0         0
President      2002        0       0         0            127,200 (1)      0             0         0
               2001        0       0         0               0             0             0         0
</TABLE>


(1) This was pursuant to the transaction between the Company and
Lutrex and the value of the transaction is based upon the value of
the assets and has been noted as a 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,
2003 (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:

Title of Class    Name and Address                   Amount of      Percent of
                  of Beneficial Ownership            Beneficial       Class
                                                     Ownership (2)

Common Stock      Hamilton Family Trust(1)            5,000,000       4.45%
                  1200 Airport Drive
                  Chowchilla, CA

Common Stock      Adam Debard(1)                      4,050,000       3.61%
                  1200 Airport Drive
                  Chowchilla, CA

Common Stock      Peter Colmer(1)                             0       0.00%
                  1200 Airport Drive
                  Chowchilla, CA

Common Stock      Rebecca Manadic(3)                 50,000,000      44.51%
                  611 West Main Street
                  Merced, CA

Common Stock      Total                              59,050,000      52.57%

(1) Each person has sole voting power and sole dispositive power as
to all of the shares shown as beneficially owned by them except as
footnoted in Note 3, below.

(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.

(4) Pursuant to the terms and conditions of the acquisition of Lutrex
Enterprises, Inc., a note for $700,000 has been authorized by the
Company to be converted to common shares of the Company in an amount
equal to 67,208,333 shares of common stock, hereinafter the "Shares".
Those Shares are to be issued to the former shareholders of Lutrex
and are currently authorized but unissued and do not have voting rights.

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.

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.

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

ITEM 14.  CONTROLS AND PROCEDURES

The Company has established and maintains disclosure controls and
procedures that are designed to ensure that material information
required to be disclosed by the Company in the reports that it files
under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such
information is accumulated and communicated to the Company's
management, including the Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.

Within the 90 days prior to the date of this annual report, under the
supervision and with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, the Company carried
out an evaluation of the effectiveness of the design and operation of
disclosure controls and procedures. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures are effective as of the date
of such evaluation in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries)
required to be included in the Company's periodic SEC filings.

There have been no significant changes to the Company's internal
controls or in other factors that could significantly affect internal
controls subsequent to the date the Company carried out its evaluation.

                                  CERTIFICATION

I, Phillip Hamilton, certify that:

1.   I have reviewed this report on Form 10-KSB of Global
Diversified;

2.   Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations, and
cash flows of the registrant as of, and for the periods presented in
this report;

4.   The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14 for the
registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to
ensure  that material  information  relating  to  the  registrant,
including  its consolidated subsidiaries,  is made known to us by
others within those entities,  particularly  during  the  period in
which  this  report is being prepared;

     b)   evaluated the  effectiveness of the registrant's
disclosure  controls and procedures as of a date within 90 days prior
to the filing date of this report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions
about  the effectiveness  of the disclosure  controls and procedures
based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or
persons performing the equivalent functions);

     a)   all  significant  deficiencies  in the design or operation
of internal controls  which could  adversely  affect the
registrant's  ability to record,  process,  summarize,  and  report
financial  data  and  have identified for the  registrant's  auditors
any material  weaknesses in internal controls; and

     b)   any fraud, whether or not material,  that involves
management or other employees who have a  significant  role in the
registrant's  internal controls; and

6.   The  registrant's  other  certifying  officers and I have
indicated in this report whether or not there were significant
changes in internal controls  or in other  factors  that could
significantly  affect  internal controls  subsequent to the date of
our most recent  evaluation,  including any  corrective  actions,
with  regard  to  significant  deficiencies  and material weaknesses.

Date:  August 23, 2003

/s/ Phillip Hamilton
Phillip Hamilton, President and CEO


                                 CERTIFICATION


I, Adam DeBard, certify that:

1.   I have reviewed this report on Form 10-KSB of Global
Diversified;

2.   Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations, and
cash flows of the registrant as of, and for the periods presented in
this report;

4.   The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14 for the
registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to
ensure  that material  information  relating  to  the  registrant,
including  its consolidated subsidiaries,  is made known to us by
others within those entities,  particularly  during  the  period in
which  this  report is being prepared;

     b)   evaluated the  effectiveness of the registrant's
disclosure  controls and procedures as of a date within 90 days prior
to the filing date of this report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions
about  the effectiveness  of the disclosure  controls and procedures
based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or
persons performing the equivalent functions);

     a)   all  significant  deficiencies  in the design or operation
of internal controls  which could  adversely  affect the
registrant's  ability to record,  process,  summarize,  and  report
financial  data  and  have identified for the  registrant's  auditors
any material  weaknesses in internal controls; and

     b)   any fraud, whether or not material,  that involves
management or other employees who have a  significant  role in the
registrant's  internal controls; and

6.   The  registrant's  other  certifying  officers and I have
indicated in this report whether or not there were significant
changes in internal controls  or in other  factors  that could
significantly  affect  internal controls  subsequent to the date of
our most recent  evaluation,  including any  corrective  actions,
with  regard  to  significant  deficiencies  and material weaknesses.

Date:  August 23, 2003

/s/ Adam DeBard
Adam DeBard, Treasurer

Exhibits.

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

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.

                                 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 23, 2003                 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 23, 2003
Phil Hamilton

/s/Adam Debard                 Secretary/Treasurer/Director     August 23, 2003
Adam Debard


Index to Financial Statements                                               Page

Report of Independent Certified Public Accountants                           F-3

Consolidated Balance Sheet at April 30, 2003                                 F-4

Consolidated Statements of Losses for the two years
ended April 30, 2003 and 2002                                                F-5

Consolidated Statements of Stockholders' Equity for
  the two years ended April 30, 2003 and 2002                                F-6

Consolidated Statements of Cash Flows for
the two years ended April 30, 2003 and 2002                             F-7  F-8

Notes to Consolidated Financial Statements                             F-9  F-28


                        RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                              CERTIFIED PUBLIC ACCOUNTANTS


                   REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
Global Diversified Industries, Inc.
Chowchilla, California

We have audited the accompanying consolidated balance sheet of Global
Diversified Industries, Inc., and its subsidiaries (the "Company") as
of April 30, 2003 and the related consolidated statements of losses,
stockholders' equity, and cash flows for the two years in the period
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 the Company as of April 30, 2003, and the results of its
operations and its cash flows for the two years then 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 O 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 O.  The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.


/S/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
Russell Bedford Stefanou Mirchandani LLP
Certified Public Accountants

McLean, Virginia
July 11, 2003

                      GLOBAL DIVERSIFIED INDUSTRIES, INC.
                         CONSOLIDATED BALANCE SHEET
                               APRIL 30, 2003

ASSETS:

Current assets:
Cash and equivalents                                            $    14,097
Accounts receivable, net of allowance for doubtful
 accounts of $89,990 at April 30, 2003                               13,979
Inventory (Note D)                                                  715,692
Prepaid expenses                                                      6,000
Total current assets                                                749,768

Property, plant and equipment, at cost (Note E)                   1,603,264
Less: Accumulated depreciation                                     (223,460)

                                                                  1,379,804

Other assets:
Deposit and others                                                   20,902
Engineering and architectural plans, net of accumulated
amortization of $1,026 at April 30, 2003                            233,337

                                                                    254,239

                                                                  2,383,811

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Cash disbursed in excess of available fund                            2,268
Accounts payable and accrued liabilities (Note G)                   277,839
Notes payable to related parties (Note H)                           413,465
Notes payable (Note H)                                              308,289
Total current liabilities                                         1,001,861

Commitment and contingencies (Note N)                                     -

Stockholders' equity Series A Preferred stock, par
value $.001 per share; 10,000,000
shares authorized; 666,667 shares
issued and outstanding at April 30, 2003 (Note J)                       667
Common stock, par value $ .001
per share; 400,000,000 shares
authorized; 112,343,945 shares
issued and outstanding at April 30, 2003 (Note J)                   112,344
Additional paid-in capital                                        3,183,835
Preferred stock subscription                                        433,374
Common stock subscriptions                                          866,600
Retained earnings                                                (3,214,871)
Total stockholders' equity                                        1,381,949

                                                                  2,383,811

        See accompanying notes to consolidated financial statements


                        GLOBAL DIVERSIFIED INDUSTRIES, INC.
                         CONSOLIDATED STATEMENTS OF LOSSES
                  FOR THE TWO YEARS ENDED APRIL 30, 2003 AND 2002

                                                           2003          2002

Revenues                                                 $   2,140   $ 146,846
Cost of Goods Sold                                         156,881     112,762
Gross Profit (loss)                                       (154,741)     34,084

Operating Expenses:
General and administrative                                 283,991     554,481
Depreciation and amortization                              124,553      95,250
Total Expense                                              408,544     649,731

Loss from Operations                                      (563,285)   (615,647)
Other Income (Expense)                                      62,098           -
Interest Income (Expense)                                  (27,649)       (397)
(Loss) Before Income Taxes and Discontinued Operations    (528,836)   (616,044)
Income Taxes                                                     -           -
Loss before Discontinued Operations                       (528,836)   (616,044)
Loss from Discontinued Operations                                -           -
(Loss) on Disposal of Segment                                    -    (565,000)
Net Loss                                                  (528,836) (1,181,044)

Loss per common share (basic and assuming dilution)
 (Note M)                                                    (0.00)      (0.02)
Continuing Operations                                        (0.00)      (0.01)
Discontinued Operations                                          -       (0.01)
Weighted average shares                                110,828,603  47,571,855

        See accompanying notes to consolidated financial statements

                                          F-5

                         GLOBAL DIVERSIFIED INDUSTRIES, INC.
                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    FOR THE TWO YEARS ENDED APRIL 30, 2003 AND 2002


<TABLE>
<CAPTION>
                                                      Add'l    Preferred   Commmon
                                                      Paid     Stock       Stock    Accmu
               Preferred Stock     Common    Stock     In        Sub         Sub    lated
                 Shares  Amount    Shares    Amount   Capital  scription   scription Deficit      Total
<S>            <C>       <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 at
$0.03 per share     -       -    1,714,303   1,714      49,717        -          -           -      51,431
Shares issued in
October 2001
in exchange for
services valued
at approximately
$0.02 per share     -      -       450,000     450       9,550        -          -          -       10,000
Shares issued in
November 2001 in
exchange for
services valued
at approximately
$0.03 per share     -     -      6,963,571   6,964     201,586        -          -          -      208,550
Shares issued in
November 2001 in
exchange for debt
at $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 at
approximately $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 in
January 2002
in exchange for
services valued at
approximately $0.02
per share           -    -         572,222     572       9,428        -          -          -       10,000
Shares issued in
March 2002
in exchange for
services valued at
approximately $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
Shares issued in
November 2002 in
exchange for
services valued at
approximately $0.01
per share           -   -       2,900,000    2,900     21,100         -          -          -       24,000
Shares issued in
February 2003 in
exchange for debt 666,667 667           -        -     99,333         -          -          -      100,000
Contributed capital
from Company
shareholder         -   -               -        -     25,000         -          -          -       25,000
Common stock
Subscription        -   -               -        -          -         -    850,000          -      850,000
Preferred stock
Subscription        -   -               -        -          -   433,374          -          -      433,374
Net loss            -   -               -        -          -         -          -   (528,836)   (528,836)
Balance at
April 30, 2003 666,667  667   112,343,945  112,344  3,183,835   433,374    866,600 (3,214,871)  1,381,949
</TABLE>

            See accompanying notes to consolidated financial statements

                               GLOBAL DIVERSIFIED INDUSTRIES, INC.
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE TWO YEARS ENDED APRIL 30, 2003 AND 2002

                                                         2003          2002

Cash flows from operating Activities:
Net loss from continuing operations                    $  (528,836)  $(616,044)
Net loss from discontinued operations                            -           -
Loss from disposal of business segment                           -    (565,000)
Adjustment to reconcile net loss to net cash:
Depreciation and amortization                              124,553      95,250
Goodwill (expense)                                               -      85,000
Common stock issued in exchange for
services rendered                                           24,000     242,550
Common stock issued in exchange for
reduction of debt                                                -      75,767
Common stock issued in connection
with acquisition of Majestic Modular                             -     456,000
Write-off of advances to consultants                         9,096           -
Change in assets and liabilities:
(Increase)/Decrease in accounts receivable                 (13,979)          -
(Increase)/Decrease in inventory                           (12,210)          -
(Increase)/Decrease in advances to consultant                    -      (9,096)
(Increase)/Decrease in other assets                       (261,265)        500
Increase/(Decrease) in cash
disbursed in excess of available fund                        2,268           -
Increase/(Decrease) in accounts
payable and accrued expenses                               109,820     164,173
Net cash (used in) operating activities:                  (546,553)    (70,900)

Cash flows from investing activities:
Acquisition of MBS Construction, Inc.                      (10,000)           -
Capital expenditure                                       (254,005)           -
Net cash provided (used in) investing activities          (264,005)           -

Cash flows from financing activities:
Sale of common stock for cash                                    -      51,431
Capital contributed by shareholder                          25,000           -
Proceeds from (repayments) of notes payable                308,289      (3,000)
Proceeds from (repayments) of notes payable
 to related parties                                        513,465           -
Advances from related parties                               (5,814)      5,814
Other advances                                             (20,900)     20,900
Net cash provided by financing activities                  820,040      75,145
Net increase in cash and cash equivalents                    9,482       4,245
Cash and cash equivalents at beginning of year               4,615         370
Cash and cash equivalents at end of year                    14,097       4,615

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest                    11,494           -
Cash paid during the period for income taxes                     -           -
Common stock issued for services                            24,000     242,550
Preferred stock issued for conversion of notes             100,000           -
Common stock subscribed in exchange for notes payable
to related parties (Note B)                                700,000           -
Preferred stock subscribed in exchange for inventory
and property and equipment (Note G)                        433,374           -
Acquisition of Lutrex Enterprise, Inc. assets:
(Note B)
Assets acquired                                                  -   1,500,000
  Goodwill (expense)                                             -      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 recorded                                           -  (2,095,758)
  Common stock issued                                            -    (456,000)
  Additional common stock issued                                 -    (150,000)
  Net cash paid for acquisition                                  -           -
Acquisition of MBS Construction, Inc.: (Note B)
  Assets acquired                                          119,550           -
  Liabilities assumed                                      (49,550)          -
  Common stock to be issued                                (60,000)          -
  Net cash paid for acquisition                             10,000           -

         See accompanying notes to consolidated financial statements

                                           F-8

                           GLOBAL DIVERSIFIED INDUSTRIES, INC.
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  APRIL 30, 2003 AND 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"), is incorporated
under the laws of the State of Nevada, and is 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 and other Western States.

On February 28, 2003, the Company entered into an Agreement and Plan
of Exchange ("Exchange") with MBS Construction, Inc. ("MBS"), a
company organized under the laws of the State of Nevada. MBS is a
private-held company and is engaged in the business of fabrication,
renovation, and site installation of modular structures in
California. Pursuant to the Exchange, MBS became a wholly-owned
subsidiary of the Company (Note B).

The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Lutrex Enterprises, Inc.
("Lutrex"), Global Modular, Inc. ("Global Modular"), MBS
Construction, Inc. ("MBS"), and its formerly owned subsidiary,
Majestic Modular Buildings, Ltd. ("Majestic Modular") ( see Notes B
and C). All significant intercompany balances and transactions have
been eliminated in consolidation.

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.

                                          F-9

Inventories

Inventories are stated at the lower of cost or market determined by
the first-in, first-out method. Inventories consist primarily of
modular buildings and 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. (See Note E).

Impairment of Long Lived Assets

The Company has adopted Statement of Financial Accounting Standards
No. 144 ("SFAS 144"). 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.
Events relating to recoverability may include significant unfavorable
changes in business conditions, recurring losses, or a forecasted
inability to achieve break-even operating results over an extended
period.  The Company evaluates the recoverability of long-lived
assets based upon forecasted undiscounted cash flows. Should an
impairment in value be indicated, the carrying value of intangible
assets will be adjusted, based on estimates of future discounted cash
flows resulting from the use and ultimate disposition of the asset.
SFAS No. 144 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. The Company has generated $2,140 and
$146,846 of revenue for the years ended April 30, 2003 and 2002, respectively.

                                   F-10

Advertising

The Company follows the policy of charging the costs of advertising
to expenses as incurred. The Company incurred no advertising costs
during the years ended April 30, 2003 and 2002.

Research and Development

The Company accounts for research and development costs in accordance
with the Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 2 ("SFAS 2"), "Accounting for
Research and Development Costs."  Under SFAS 2, all research and
development costs must be charged to expense as incurred.
Accordingly, internal research and development costs are expensed as
incurred.  Third-party research and developments costs are expensed
when the contracted work has been performed or as milestone results
have been achieved.  Company-sponsored research and development costs
related to both present and future products are expensed in the
period incurred.  The Company incurred no expenditures on research
and product development for the year ended April 30, 2003 and 2002.

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.

                                      F-11

Stock Based Compensation

In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148 ("SFAS No. 148"), "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123."
This statement amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, this statement amends
the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The Company has chosen
to continue to account for stock-based compensation using the
intrinsic value method prescribed in APB Opinion No. 25 and related
interpretations.Accordingly, compensation expense for stock options
is measured as the excess, if any, of the fair market value of the
Company's stock at the date of the grant over the exercise price of
the related option. The Company has adopted the annual disclosure
provisions of SFAS No. 148 in its financial reports for the year
ended April 30, 2003 and will adopt the interim disclosure provisions
for its financial reports for the quarter ended July 31, 2003. The
Company has no awards of stock-based employee compensation
outstanding at April 30, 2003.

                                      F-12

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 related party receivables.  The Company
places its cash and temporary cash investments with credit quality
institutions.  At times, such investments may be in excess of the
FDIC insurance limit. The Company periodically reviews its trade
receivables in determining its allowance for doubtful accounts. The
allowance for doubtful accounts was $0 at April 30, 2003 and 2002.

Liquidity

As shown in the accompanying financial statements, the Company
incurred a net loss from continuing operations of $528,836 and
$616,044 during the year ended April 30, 2003 and 2002, respectively.
The Company's current liabilities exceeded its current assets by
$252,093 as of April 30, 2003.
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-13

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.

Net Earnings (Losses) Per Common Share

The Company computes earnings per share under Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). Net
earnings (losses) per common share is computed by dividing net income
(loss) by the weighted average number of shares of common stock and
dilutive common stock equivalents outstanding during the year.
Dilutive common stock equivalents consist of shares issuable upon
conversion of convertible preferred shares and the exercise of the
Company's stock options and warrants (calculated using the treasury
stock method).

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-14

New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities." Interpretation 46
changes the criteria by which one company includes another entity in
its consolidated financial statements. Previously, the criteria were
based on control through voting interest. Interpretation 46 requires
a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. A company that
consolidates a variable interest entity is called the primary
beneficiary of that entity. The consolidation requirements of
Interpretation 46 apply immediately to variable interest entities
created after January 31, 2003. The consolidation requirements apply
to older entities in the first fiscal year or interim period
beginning after June 15, 2003. Certain of the disclosure requirements
apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. The
Company does not expect the adoption to have a material impact to the
Company's financial position or results of operations.

In April 2003, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. SFAS 149 amends SFAS No. 133 to
provide clarification on the financial accounting and reporting of
derivative instruments and hedging activities and requires that
contracts with similar characteristics be accounted for on a
comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for
hedging relationships designated after June 30, 2003. The adoption of
SFAS 149 will not have a material impact on the Company's results of
operations or financial position.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND
EQUITY. SFAS 150 establishes standards on the classification and
measurement of certain financial instruments with characteristics of
both liabilities and equity. The provisions of SFAS 150 are effective
for financial instruments entered into or modified after May 31, 2003
and to all other instruments that exist as of the beginning of the
first interim financial reporting period beginning after June 15,
2003. The adoption of SFAS 150 will not have a material impact on the
Company's results of operations or financial position.

                                      F-15

NOTE B - BUSINESS COMBINATIONS

Majestic Modular Buildings, Ltd.

On December 11, 2001, the Company acquired all of the issued and
outstanding common shares of 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. The Agreement
specifically provided  the Company did not  assume   Majestic
Modular's debt.  The liabilities, obligations and duties of Majestic
Modular remained with the subsidiary.

Majestic Modular was 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-16

The value of Majestic Modular assets acquired (excluding goodwill)
was $846,679 and liabilities recorded were $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 was 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 consolidated
financial statements since the date of acquisition.  Majestic Modular
is a separate legal entity and the Company did not guaranty or assume
any of the debts or obligations of Majestic Modular.

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 recorded                                        (2,095,758)
Goodwill                                                     1,855,079
                                                                     -

In January 2002, the Company sold Majestic Modular (see Note C).  In
October 2002, the Company and Majestic entered into a Settlement and
Release Agreement ("Settlement") that Global agreed to pay to
Majestic $25,000 of cash and 4,500,000 restricted shares of common
stock to retire the accrued liabilities of $150,000 due Majestic.  In
October and November 2002, a Global shareholder paid the $25,000 to
Majestic on behalf of the Company. The Company accounted the $25,000
payment by the shareholder as a contribution to additional paid-in
capital.  As of April 30, 2003, the 4,500,000 restricted shares have
not been issued to Majestic. In connection with the transaction, the
Company valued the 4,500,000 shares of stock at its fair value of
$.02 per share, an aggregate $90,000. The Company recorded other
income of $35,000 in connection with the Settlement of the $150,000
liabilities due Majestic.

                                       F-17

Lutrex Enterprises, Inc.

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 to Lutrex's
shareholders. 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
                                                                      -

Pursuant to Agreement with Lutrex, the Company repaid Lutrex's
shareholders $70,000 per month in the form of the Company's
restricted common stock from June 2002 through March 2003 in exchange
for the $700,000 note payable. As of April 30, 2003, the shares have
not been issued by the Company. The Company has accounted for the
$700,000 as common stock subscription payable at April 30, 2003.

                                       F-18

MBS Construction, Inc.

On February 28, 2003, the Company entered into an Agreement and Plan
of Exchange ("Exchange") with MBS Construction, Inc. ("MBS"), a
company organized under the laws of the State of Nevada. MBS is a
private-held company and is engaged in the business of fabrication,
renovation, and site installation of modular structures in
California. Pursuant to the Exchange, MBS became a wholly-owned
subsidiary of the Company.

In connection with the Exchange, MBS transferred to the Company all
of its assets and liabilities in exchange for a total of 4,000,000
shares of the Company's restricted common stock, $10,000 of cash and
1,500,000 cashless warrants with an exercise price of $0.03 per share
that expire 12 months from the date of the acquisition.  As of April
30, 2003, the 4,000,000 shares have not been issued and the Company
has accounted the shares as common stock subscription payable at the
fair market value at the date of acquisition.

The following summarizes the acquisition of MBS:

4,000,000 shares of common stock to be issued                $    (60,000)
Cash paid                                                         (10,000)
Assets acquired                                                   119,550
Liabilities assumed                                               (49,550)
                                                                        -

                                          F-19

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.

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, 2003 and 2002 was:

                                                     2003             2002
Revenues                                          $       -       $        -
Expenses                                                  -                -
Net income (loss)                                         -                -

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

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

                                       F-20

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, 2003 are as follows:

Finished Goods                                                   $     16,449
Raw Materials                                                         699,243
                                                                      715,692

NOTE E - PROPERTY, PLANT AND EQUIPMENT

The Company's property and equipment at April 30, 2003 consists of
the following:

Plant Equipment                                                  $  1,459,611
Furniture and Fixture                                                   2,934
Building and Leasehold Improvement                                    140,719
   Total                                                            1,603,264
Accumulated Depreciation                                            (223,460)
                                                                   1,379,804

Depreciation expense included as a charge to income amounted to
$123,527 and $95,250 for the year ended April 30, 2003 and 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.

                                    F-21

NOTE G - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at April 30, 2003 are as follows:

Accounts payable                                               $       108,227
Accrued interest                                                        25,044
Accrued payroll and payroll taxes                                       44,568
Other accrued expenses                                                 100,000
Total                                                                  277,839

In February 2003, the Company entered into an Exchange of Interest
Agreement with MMI Construction, Inc. ("Agreement with MMI"), an
entity controlled by one of the Company's significant shareholders.
Pursuant to the Agreement with MMI, MMI transferred to the Company
$314,008 of raw material and $219,366 of plant equipment in exchange
for 2,666,666 shares of the Company's preferred stock and a deferred
payment of $100,000.  As of April 30, 2003, the preferred shares have
not been issued.  The Company accounted the preferred shares to be
issued to MMI as preferred stock subscription payable and recorded
$100,000 of accrued liabilities due MMI.

NOTE H - NOTES PAYABLE

                                                                April 30, 2003

Note payable to Company shareholder in
monthly installments of interest only at
10.0% per annum; unsecured; maturity date is
in November 30, 2003. Noteholder has the
option to convert $ 400,000 of the principal
balance of the loan to the 2,666,666 of the
Company's Series A preferred stock.                             $     413,465

Note payable in monthly installments of
interest only at the prime lending rate;
unsecured and guaranteed by a Company
shareholder; maturity date of the loan is
July 19, 2003.                                                        274,350

Note payable in 6 monthly installments
beginning May 1, 2003, with interest at 6%
per annum beginning March 1, 2003; unsecured;
maturity date is October 1, 2003                                       18,714

Note payable in 6 monthly installments
beginning May 1, 2003, with interest at 6%
per annum beginning April 1, 2003; unsecured;
maturity date is October 1, 2003                                       15,225

                                                                      721,754

Less: current portion                                                (721,754)

                                                                            -

                                           F-22

NOTE I - RELATED PARTY TRANSACTIONS

In addition to notes payable to related parties described in Note H
and accrued liabilities to MMI, an entity controlled by the Company's
significant shareholder described in Note G, 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, 2003 was $ 0.

NOTE J - 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.  On February 3, 2003, the Company's Board of
Directors approved to change the conversion right of the Series A
Preferred Stock from a ratio of five common for one preferred share
to ten common for one preferred share.  As of April 30, 2003, the
Company has issued and outstanding 666,667 shares of preferred stock
and 112,343,945 shares of common stock.

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 market price
of the Company's common stock, which did not differ materially from
the value of the services 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).

                                     F-23

In addition to stock subscription payable in connection with the
acquisition of MSB (Note B), repayment of notes payable to the
Lutrex's shareholders (Note B), settlement of accrued liabilities due
Majestic (Note B and G), and the Agreement with MMI (Note G), the
Company issued an aggregate of 2,900,000 shares of common stock to
consultants during the year ended April 30, 2003 for services in the
amount of $24,000.  All valuations of common stock issued for
services were based upon the value of the services rendered, which
did not differ materially from the fair value of the Company's common
stock during the period the services were rendered.  Additionally,
the Company issued 666,667 shares of preferred stock to a shareholder
in exchange for $100,000 of previously incurred debt.

NOTE K - STOCK OPTIONS AND WARRANTS

Non- Compensatory Stock Options

The following table summarizes the changes in non-compensatory option
outstanding and the related prices for the shares of the Company's
preferred stock issued to non-employees of the Company.


<TABLE>
<CAPTION>
                               Options Outstanding                         Options Exercisable
                                     Weighted
                                     Average        Weighted                             Weighted
Exercise             Number         Remaining        Average                             Average
Prices             Outstanding     Contractual      Exercise          Number             Exercise
                                   Life (Years)      Price         Exercisable           Price
<S>                <C>             <C>              <C>            <C>                   <C>
$ 5.00             1,500,000                 3     $   5.00         1,500,000           $      5.00
                   1,500,000                 3                      1,500,000$                 5.00
</TABLE>


Transactions involving options are summarized as follows:

                                           Number of Shares    Weighted Average
                                                               Price Per Share

Outstanding at April 30, 2001                             -    $            -
   Granted                                                -                 -
   Exercised                                              -                -
   Canceled or expired                                    -                -
Outstanding at April 30, 2002                             -                -
   Granted                                        1,500,000              5.00
   Exercised                                              -                 -
   Canceled or expired                                    -                 -
Outstanding at April 30, 2003                     1,500,000              5.00

                                           F-24

Non-Compensatory Warrants

The following table summarizes the changes in non-compensatory
warrants outstanding and the related prices for the shares of the
Company's common stock issued to non-employees of the Company.

<TABLE>
<CAPTION>
                               Warrants Outstanding                         Warramts Exercisable
                                     Weighted
                                     Average        Weighted                             Weighted
Exercise             Number         Remaining        Average                             Average
Prices             Outstanding     Contractual      Exercise          Number             Exercise
                                   Life (Years)      Price         Exercisable           Price
<S>                <C>             <C>              <C>            <C>                   <C>

$  0.03            1,500,000       0.83            $    0.03       1,500,000            $      0.03
                   1,500,000       0.83                            1,500,000                  0.03

Transactions involving warrants are summarized as follows:

                                                      Number of Shares     Weighted Average
                                                                            Price Per Share

Outstanding at April 30, 2001                                        -        $            -
   Granted                                                           -                     -
   Exercised                                                         -                     -
   Canceled or expired                                               -                     -
Outstanding at April 30, 2002                                        -                     -
   Granted                                                   1,500,000                  0.03
   Exercised                                                         -                     -
   Canceled or expired                                               -                     -
Outstanding at April 30, 2003                                1,500,000                  0.03
</TABLE>
                                               F-25

NOTE L - 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, 2003, the Company has available for federal income tax
purposes a net operating loss carryforward of approximately
$3,214,000, expiring in the year 2023, 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, 2003 are as follows:

Non Current:
Net operating loss carryforward                             $1,092,000
Valuation allowance                                         (1,092,000)
Net deferred tax asset                                               -

                                       F-26

NOTE M - 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:

                                                            2003          2002
  Net income (loss) available to common stockholders    $ 528,836) $(1,181,044)
  Basic and diluted earning (loss) per share                (0.00)       (0.02)
     Continuing Operations                                  (0.00)       (0.01)
     Discontinued Operations                                    -        (0.01)
  Basic and diluted weighted average number of common
     shares outstanding                               110,828,603   47,571,855

NOTE N - 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.

Lease Commitments

The Company has entered into a three-year lease agreement for its
corporate office at a rate of $15,225 per month for the first year
and moderate increases for each year thereafter.

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.

                                         F-27

NOTE O - 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, 2003, the Company incurred losses from operations of
$528,836. The Company's current liabilities exceed its current assets
by $252,093.  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 its 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-28

                            EXHIBIT INDEX

Exhibit      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

(10.8)  Agreement and Plan of Exchange between Global Diversified
        Industries and MBS, filed on March 17, 2003

(10.9)  Agreement and Plan of Exchange between Global Diversified
        Industries and Modular Modernization, Inc. filed on March 19, 2003

(23) (i) Consent of Russell Bedford Stefanou Mirchandani, is filed herein.

(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.