U.S. SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549


                                        FORM 10QSB


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                            SECURITIES AND EXCHANGE ACT OF 1934


                           For the period ended January 31, 2002


                             Commission file number 333-83231


                           GLOBAL DIVERSIFIED INDUSTRIES, INC
             (Exact Name of Registrant as specified in its charter)

         NEVADA                                         95-4741485
  (State of Incorporation)                            (IRS Employer
                                                   Identification Number)

      2724 Nathan Ave Modesto, CA                            95354
(Address of Principal Executive Offices)                  (Zip Code)

                         Telephone:  209-521-3303
          (Registrant's telephone number, including area code)


     Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X   No

     State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
108,777,279 shares of Common Stock ($.001 par value) as of March 15, 2002.

     Transitional small business disclosure format:  Yes   No  X

                                  TABLE OF CONTENTS

PART I:  FINANCIAL INFORMATION

     ITEM I:  FINANCIAL STATEMENTS (UNAUDITED)

              CONDENSED CONSOLIDATED BALANCE SHEETS:
              JANUARY 31, 2002 AND APRIL 30, 2000

              CONDENSED CONSOLIDATED STATEMENT OF LOSSES:
              THREE MONTHS AND NINE MONTHS ENDED
              JANUARY 31, 2002 AND 2001

              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS:
              NINE MONTHS ENDED JANUARY 31, 2002 AND 2001

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:
              JANUARY 31, 2002

     ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS

PART II:  OTHER INFORMATION

     ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

     ITEM I.  FINANCIAL STATEMENTS (UNAUDITED)

                    GLOBAL DIVERSIFIED INDUSTRIES, INC
                           CONDENSED BALANCE SHEET
                                 (UNAUDITED)

                                               Unaudited
                                            January 31, 2002    April 30, 2001

ASSETS:
Current assets:
Cash and equivalents                        $       11,249      $       370
Notes receivable                                    19,346                -
Inventory                                          204,552                -
Total current assets                               235,147              370

Property & Equipment at cost
Equipment, at cost, net of
accumulated depreciation                         1,255,155            4,684

Other Assets:
Deposit                                                500              500
Goodwill, net of amortization                       85,000                -
                                                    85,500              500

Total Assets                                $    1,575,802      $     5,554

               LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)

Current liabilities:
Accounts payable and accrued liabilities    $      231,666      $    42,497
Accrued interest                                         -           11,350
Total current liabilities                          231,666           53,847

Notes Payable  Related Party                       700,000            3,000

Stockholder's Equity (Deficiency)
Common stock, par value $ .001
per share; 400,000,000 shares
authorized; 108,777,279 and
8,893,093 shares issued and
outstanding at January 31, 2002
and April 30, 2001, respectively                   108,777            8,893
Additional Paid in Capital                       3,029,068        1,428,205
Common stock subscriptions                          16,600           16,600
Retained Earnings                               (2,510,309)      (1,504,991)
Stockholder's Equity (Deficiency)                  644,136          (51,293)
                                             $   1,575,802      $     5,554

See accompanying footnotes to the unaudited condensed consolidated financial
                                      statements

                           GLOBAL DIVERSIFIED INDUSTRIES, INC
                       CONDENSED CONSOLIDATED STATEMENTS OF LOSSES
                                        (Unaudited)
<TABLE>
<CAPTION>


<S>                                   <C>              <C>                    <C>              <C>
                                       Three Months ended January 31           Nine Months ended January 31
                                          2002            2001                      2002          2001

Revenues                               $    146,846    $         -            $   146,846       $       -

Cost of Goods Sold                          106,178              -                106,178               -

Gross Margin                                 40,668              -                 40,668               -

Operating Expenses:
General and administrative                  273,561        436,679                435,612         946,577
Interest Expense                                247              -                    397          10,950
Depreciation                                 43,415            390                 44,977           1,950
Total Operating Expense                     317,223        437,069                480,986         959,477

(Loss) Before Income
Taxes and Discontinued Operations          (276,555)      (437,069)              (440,318)       (959,477)
Income Taxes                                      -              -                      -               -
Loss before Discontinued Operations        (276,555)      (437,069)              (440,318)       (959,477)
Loss from Discontinued Operations                 -              -                      -               -
(Loss) on Disposal of Segment              (565,000)             -               (565,000)              -
Net Loss                                   (841,555)      (437,069)            (1,005,318)       (959,477)

Loss per common share                         (0.04)         (0.05)                 (0.04)          (0.12)
(basic and assuming dilution)
Continuing Operations                         (0.01)         (0.05)                 (0.02)          (0.12)
Discontinued Operations                       (0.03)             -                  (0.02)              -
Weighted average shares                  20,089,220      8,855,393             27,279,001       7,698,504

</TABLE>

             See accompanying footnotes to the unaudited condensed consolidated
                                        financial statements

                              GLOBAL DIVERSIFIED INDUSTRIES, INC
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (Unaudited)

                                                    Nine Months Ended January 31
                                                        2002          2001

Cash flows from operating activities:
Net cash provided/(used) by
operating activities:                                  $    13,879  $ (252,310)

Cash flows from investing activities:
Net cash provided/(used) by
investing activities                                             -           -

Cash flows from financing activities:
Net cash provided/(used) by
financing activities                                        (3,000)     78,000

Cash and cash equivalents at
beginning of period                                            370     174,433

Cash and cash equivalents at end of period                  11,249         123

Supplemental Disclosures of Cash
Flow Information:
Cash paid during the period for interest                         -           -
Income taxes paid                                                -           -
Common stock issued for services                           283,981     689,400
Common stock issued in exchange for debt                    75,767           -

Acquisition of assets :
Assets acquired                                          1,500,000           -
Goodwill                                                    85,000           -
Accumulated deficit                                              -           -
Liabilities assumed                                       (700,000)          -
Common stock issued                                       (885,000)          -
Net cash paid for acquisition                                    -           -

Acquisition of Majestic Modular Buildings, Ltd.:
Assets acquired                                            846,679           -
Goodwill                                                 1,855,079           -
Accumulated deficit                                              -           -
Liabilities assumed                                     (2,245,758)          -
Common stock issued                                       (456,000)          -
Net cash paid for acquisition                                    -           -
Liabilities disposed of in disposal of business, net       565,000           -
Net cash received in disposal of business                    1,000           -

        See accompanying footnotes to the unaudited condensed consolidated
                                financial statements

                       GLOBAL DIVERSIFIED INDUSTRIES, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002
                                    (Unaudited)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions
to Form 10-QSB, and therefore, do not include all of the
information necessary for a fair presentation of financial
position, results of operations and cash flow in conformity with
generally accepted accounting principles.

In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included.  Operating results for the nine-month period
ended January 31, 2002 are not necessarily indicative of the
results that may be expected for the year ended April 30, 2002.
The unaudited consolidated financial statements should be read in
conjunction with the consolidated April 30, 2001, financial
statements and footnotes thereto included in the Registrant's SEC
Form 10KSB.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. ("FAS") 141,
"Business Combinations" ("FAS 141") and FAS 142, "Goodwill and
Other Intangible Assets" ("FAS 142").  FAS 141 addresses the
initial recognition and measurement of goodwill and other
intangible assets acquired in a business combination.  FAS 142
addresses the initial recognition and measurement of intangible
assets acquired outside of a business combination, whether acquired
individually or with a group of other assets, and the accounting
and reporting for goodwill and other intangibles subsequent to
their acquisition.  These standards require all future business
combinations to be accounted for using the purchase method of
accounting.  Goodwill will no longer be amortized but instead will
be subject to impairment tests at least annually.  The Registrant
is required to adopt FAS 141 and FAS 142 on a prospective basis as
of January 1, 2002; however, certain provisions of these new
standards may also apply to any acquisitions concluded subsequent
to June 30, 2001.  As a result of implementing these new standards,
the Registrant will discontinue the amortization of goodwill as of
December 31, 2001.  The Registrant does not believe that the
adoption of FAS 141 and FAS 142 will have a material impact on its
consolidated financial statements.

In October 2001, the Financial Accounting Standards Board issued
FAS 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("FAS 144").  FAS 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets.
This statement supersedes FAS 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("FAS 121") and related literature establishes a single accounting
model, based on the framework established by FAS 121, for long-
lived assets to be disposed of by sale.  The Registrant is required
to adopt FAS 144 no later than January 1, 2002.   The Registrant
does not believe that the adoption of FAS 144 will have a material
impact on its consolidated financial statements.

NOTE B - BUSINESS COMBINATIONS

On December 11, 2001, Global Diversified Industries, Inc., formerly
Global Foods Online, Inc. (the "Registrant", "Global") purchased
Majestic Modular Buildings, Ltd. ("Modular"), a wholly owned
subsidiary of the Majestic Companies, Ltd. ("Majestic"), through an
Agreement and Plan of Exchange ("Agreement"). Pursuant to this
Agreement, Modular became a wholly-owned subsidiary of the
Registrant.

Modular is engaged in the business of designing, manufacturing and
marketing re-locatable modular structures such as classrooms and
office buildings to end users as well as to third party leasing
agents for use primarily within the state of California. Modular
maintains administrative and manufacturing facilities at 320 9th
Street, Modesto, California.

In connection with the acquisition of Modular, the Registrant
issued to the parent of Modular, Majestic, a total of Twenty-Eight
Million, Five Hundred Thousand (28,500,000) shares of restricted
common stock of the Registrant. The Registrant also agreed to issue
a note payable to Majestic in the amount of Nine Hundred Thousand
Dollars ($900,000), payable over a sixteen (16) month period.

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

Under a separate Agreement, Lutrex Enterprises, Inc. "Lutrex", an
entity controlled by the Registrant's President and Chief Executive
Officer contributed an aggregate of $1,500,000 of assets and raw
materials in exchange for Fifty-Nine Million (59,000,000) shares of
the Registrant's restricted common stock and the issuance of a non-
interest bearing note payable in the amount of Seven Hundred
Thousand Dollars ($700,000). The note is payable over a sixteen
(16) month period, beginning on June 8, 2002, and continuing on the
eighth day of each successive month for nine more months at the
rate of $70,000 per month in the form of the Registrants'
restricted common stock. The shares of common stock to be issued
will be based upon the closing bid price of the Registrant common
stock on the eighth day of each month on which payment is due, and
if there is not a closing bid price on that day, then the amount to
be calculated will be calculated according to the next available
closing bid price. The transaction will be accounted for using the
purchase method of accounting. The Registrant 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 will be
included in the Registrant's consolidated statement of losses.

NOTE C- DISCONTINUED OPERATIONS

On January 24, 2002, the Registrant sold its wholly owned
subsidiary, Majestic Modular   Buildings, Ltd. to a former employee
and officer of Majestic Modular Buildings, Ltd. for $1,000, and
other good and valuable consideration.  In connection with the
disposition, the Registrant assumed an obligation to build and
deliver eighteen (18) modular units previously contracted for.

As a result of the sale of Majestic Modular Buildings, Ltd., the
Registrant 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 nine
moths ended January 31, 2002 and 2001 were:

                                                     2002        2001

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

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

Common stock                                      $        -
Debts assumed                                      2,135,412
Net assets disposed of                            (2,700,412)
Net loss on disposal                                (565,000)

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

This report on Form 10-QSB contains forward-looking statements
within the meaning of Rule 175 of the Securities Act of 1933, as
amended, and Rule 3b-6 of the Securities Act of 1934, as amended,
that involve substantial risks and uncertainties.  These forward-
looking statements are not historical facts, but rather are based
on current expectations, estimates and projections about our
industry, our beliefs and our assumptions.  Words such as
"anticipate", "expects", "intends", "plans", "believes", "seeks"
and "estimates" and variations of these words and similar
expressions are intended to identify forward-looking statements.
These statements are not guarantees of future performance and are
subject to risks, uncertainties and other factors, some of which
are beyond our control and difficult to predict and could cause
actual results to differ materially from those expressed or
forecasted in the forward-looking statements. You should not place
undue reliance on these forward-looking statements, which apply
only as of the date of this Form 10-QSB.  Investors should
carefully consider all of such risks before making an investment
decision with respect to the Registrant's stock.  The following
discussion and analysis should be read in conjunction with our
financial statements and summary of selected financial data for
Global Diversified Industries, Inc.  Such discussion represents
only the best present assessment from our Management.

DESCRIPTION OF REGISTRANT:

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

OVERVIEW:

The Registrant'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.

Three Months Ended January 31, 2002 and 2001

REVENUES:

The Registrant's total revenues were $146,846 for the three-month
period ended January 31, 2002, compared to zero revenues for the
same period ended January 31, 2001.  The increase in revenue is due
to the assumption of certain contracts acquired in connection with
the Majestic Modular acquisition.

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

COSTS AND EXPENSES:

The Registrant's 27% decrease in operating expenses from $437,069
for the period ended January 31, 2001 to $317,223 for the three
month period ended January 31, 2002 due primarily to the reduced
cost of operating activities during the period.

Depreciation expense for the three-month period ended January 31,
2002 was $43,415, an increase of $43,025, or 99%, from the same
period in 2001.  The increase is attributable to the increase of
assets acquired through the acquisition of Lutrex assets.

Interest expense for the three-month period ended January 31, 2002
was $247, or 100% increase from the same period in 2001.  The
increase is attributable to interest bearing notes that were issued
throughout the year.

Nine Months ended January 31, 2002 and 2001

REVENUES:

The Registrant's total revenues were $146,846 for the nine-month
period ended January 31, 2002 compared to zero revenues for the
same period ended January 31, 2001.  The increase in revenue is due
to the assumption of certain contracts acquired in connection with
the Majestic Modular acquisition.

COSTS AND EXPENSES:

The Registrant's 50% decrease in operating expenses from $959,477
for the period ended January 31, 2001 to $480,986 for the nine-
month period ended January 31, 2002 due primarily to the reduced
cost of operating activities during the period.

Depreciation expense for the six-month period ended January 31,
2002 was $44,977, an increase of $43,027, or 96%, from the same
period in 2001.  The increase is attributable to the increase of
assets acquired through the acquisition of Lutrex assets.

Interest expense for the nine-month period ended January 31, 2002
was $397, or 96% decrease from the same period in 2001.  The
decrease is attributable to interest bearing notes that were
retired throughout the year.

LIQUIDITY AND CAPITAL RESOURCES:

As of January 31, 2002, the Registrant had working capital of
$3,481, compared to a deficit in working capital of $53,477 at
April 30, 2001.  The increase in working capital is attributable to
the increase of $234,777 in current assets, and a current liability
increase of $177,819, resulting from the acquisition of assets from
Lutrex and the acquisition of Majestic Modular.  The Registrant
generated cash flows from operations of $13,879 for the nine-month
period ended January 31, 2002.  Cash flow from operating activities
for the nine months ended January 31, 2002 is primarily
attributable to the increase in the Registrant's issuance of common
stock for services of $283,980 and for debt reduction of $75,767.
During the nine-months ended January 31, 2002, the Registrant
repaid $3,000 of previously borrowed funds.

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

The contribution of assets by the Registrant's President and Chief
Executive Officer to the Registrant is a critical step in the
deployment of its new business, which will be the Registrant's core
business- 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 within the state of California, as well as other Western States.

While the Registrant has raised capital to meet its working capital
and financing needs in the past, additional financing is required
in order to meet the Registrant's current and projected cash flow
deficits from operations.  As previously mentioned, the Registrant
has obtained financing in the form of equity in order to provide
the necessary working capital.  The Registrant currently has no
other commitments for financing.  There are no assurances the
Registrant will be successful in raising the funds required.

The Registrant has issued shares of its common stock from time to
time in the past to satisfy certain obligations, and expects in the
future to also acquire certain services, satisfy indebtedness
and/or make acquisitions utilizing authorized shares of the capital
stock of the Registrant.

The independent auditors report on the Registrant's April 30, 2001
financial statements included in the Registrant's Annual Report on
Form 10KSB states that the Registrant's recurring losses and
deficit in working capital raise substantial doubts about the
Registrant's ability to continue as a going concern.

RISKS AND UNCERTAINTIES

The Registrant 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 Registrant 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 Registrant's stock.

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

The Registrant has only a limited operating history upon which an
evaluation of its operations and its prospects can be based. The
Registrant'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 Registrant intends to
operate and the acceptance of the Registrant's business model. The
Registrant 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 Registrant's business, results of operations and
financial condition will be materially adversely affected. There
can be no assurance that the Registrant will be able to generate
sufficient revenues from the sale of their modular buildings and
related products. The Registrant 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 Registrant's liquidity
requirements, the Registrant 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 Registrant's stockholders.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.

The Registrant's quarterly operating results may fluctuate
significantly in the future as a result of a variety of factors,
most of which are outside the Registrant'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 Registrant's quarterly results may
also be significantly impacted by the impact of the accounting
treatment of acquisitions, financing transactions or other matters.
Particularly at the Registrant'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 Registrant's operating results will fall below the
expectations of the Registrant or investors in some future quarter.

LIMITED PUBLIC MARKET, POSSIBLE VOLATILITY OF SHARE PRICE.

The Registrant's common stock is currently quoted on the NASD OTC
Electronic Bulletin Board under the ticker symbol GDVI. As of March
15, 2002, there were approximately 108,777,279 shares of common
stock outstanding, of which approximately 8,079,686 were tradable
without restriction under the Securities Act. There can be no
assurance that a trading market will be sustained in the future.
Factors such as, but not limited to, technological innovations, new
products, acquisitions or strategic alliances entered into by the
Registrant 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
Registrant's stock price.

MANAGEMENT OF GROWTH

The Registrant expects to experience significant growth in the
number of employees and the scope of its operations. In particular,
the Registrant 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 Registrant 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 Registrant may
experience difficulty in filling its needs for qualified sales,
engineering, and other personnel.

The Registrant's future success will be highly dependent upon its
ability to successfully manage the expansion of its operations. The
Registrant'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 Registrant'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
Registrant is in the process of establishing and upgrading its
financial accounting and procedures. There can be no assurance that
the Registrant will be able to identify, attract, and retain
experienced accounting and financial personnel. The Registrant'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 Registrant 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 Registrant's business, results of operations, and financial condition.

The Registrant'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 Registrant's
management and operational resources. If the Registrant is unable
to manage its expenses effectively, the Registrant's business,
results of operations, and financial condition will be materially
adversely affected.

RISKS ASSOCIATED WITH ACQUISITIONS.

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

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

          (a)  Other than filing an Amendment to the
               Certificate of Incorporation with the Nevada
               Secretary of State, increasing the authorized
               shares of the Registrant to 400,000,000, with a
               par value of $0.001, and creating a Series A
               Preferred Class of Stock, with conversion rights
               at a five (5) Common for one (1) Series A
               Preferred Share ratio, no other rights of the
               holders of any class of registered securities have
               been materially modified.

          (b)  None

          (c)  During the quarter, the Registrant issued
               2,540,090 common shares at
               $ .03 per share in exchange for debt. This issuance
               is considered exempt from registration by reason of
               Section 4(2) of the Securities Act of 1933.

           During the quarter, the Registrant issued 3,143,303
           common shares at $.03 per share in exchange for
           services. This issuance is considered exempt from
           registration by reason of Section 4(2) of the
           Securities Act of 1933.

           During the quarter, the Registrant issued 59,000,000
           common shares at $.015 per share in exchange for
           assets contributed to the Registrant by an entity
           controlled by the Registrant's President and Chief
           Executive Officer. This issuance is considered
           exempt from registration by reason of Section 4(2)
           of the Securities Act of 1933.

           During the quarter, the Registrant issued 28,500,000
           common shares at $.015 per share in exchange for the
           acquisition of Majestic Modular Buildings, Ltd. This
           issuance is considered exempt from registration by
           reason of Section 4(2) of the Securities Act of 1933.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None

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

     On November 16, 2001, the Registrant filed an Information
Statement on Schedule 14c dated November 16, 2001, for the purpose
of seeking consent of the Registrant's stockholders in regards to
the following:

(1)  Increasing the authorized Common Shares of the Registrant to
400,000,000, with a par value of $0.001;

(2)  Change the name of the corporation to Global Diversified
Industries, Inc.;

(3)  Creating a Series A Preferred Class of Stock with conversion
rights at a five (5) Common for one (1) Series A Preferred
Share ratio;

(4)  Acquiring, through a share for share exchange, Majestic
Modular Buildings, Ltd., a Maryland corporation;

(5)  Acquiring, through a share for share exchange, Lutrex
Enterprises, Inc., a California  corporation.

     The Registrant's Board of Directors unanimously approved the
increase of the authorized common shares and the creation of the
Preferred Shares on November 1, 2001.  The Registrant thereafter
received the consent of a majority of the outstanding shares of
Common Stock.

  The Registrant subsequently

(1)  Filed an Amendment to the Certificate of Incorporation with
the Nevada Secretary of State increasing the authorized shares
of the Registrant to 400,000,000 with a par value of $0.001;

(2)  Created a Series A Preferred Class of Stock with conversion
rights at a five (5) Common for one (1) Series A Preferred
Share ratio;

(3)  Changed the name of the corporation to Global Diversified
Industries, Inc.; and

(4)  Acquired Majestic Modular Buildings, Ltd. and Lutrex
Enterprises, Inc. through a share for share exchange.

ITEM 5.  OTHER INFORMATION

     None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits

               None

         (b)  Reports on Form 8-K filed during the three months
              ended January 31, 2002

              On November 30, 2001, the Registrant filed a Current
              Report on Form 8K dated November 16, 2001, and
              amended on February 21, 2002 reporting under Item 2,
              the acquisition of Majestic Modular Buildings, Ltd.
              and Lutrex Enterprises, Inc.

                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                    Global Diversified Industries, Inc

Date:  March 25, 2002               by: /s/ Phillip Hamilton
                                    Phillip Hamilton, President