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, 2004


                      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)

     1200 Airport Drive, Chowchilla, CA                            93610
    (Address of Principal Executive Offices)                     (Zip Code)

                             Telephone:  559-665-5800
               (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:
130,367,025 shares of Common Stock ($.001 par value) as of March 19, 2004.

     Transitional small business disclosure format:  Yes   No  X

                                TABLE OF CONTENTS

PART I:  FINANCIAL INFORMATION

     ITEM I:  ITEM I:  FINANCIAL STATEMENTS (UNAUDITED)

              CONDENSED CONSOLIDATED BALANCE SHEETS:
              JANUARY 31, 2004 AND APRIL 30, 2003

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS:
              FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2004 AND 2003

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS:
              FOR THE NINE MONTHS ENDED JANUARY 31, 2004 AND 2003

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL INFORMATION:
              JANUARY 31, 2004

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

     ITEM 3. CONTROLS AND PROCEDURES

PART II:  OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

     ITEM 2.  CHANGES IN SECURITIES

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     ITEM 5.  OTHER INFORMATION

     ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

ITEM I.  FINANCIAL STATEMENTS (UNAUDITED)

                   GLOBAL DIVERSIFIED INDUSTRIES, INC.
                  CONDENSED CONSOLIDATED BALANCE SHEETS


                                        January 31, 2004        April 30, 2003
                                           (Unaudited)           (Audited)

ASSETS:

Current assets:
Cash and cash equivalents               $          758          $       14,097
Accounts receivable, net of allowance
for doubtful accounts of $89,990 at
January 31, 2004 and April 30, 2003            202,767                  13,979
Inventory                                    1,222,767                 715,692
Advance to employees                             6,100                       -
Prepaid expenses                                89,331                   6,000
Total current assets                         1,521,723                 749,768

Property, plant and equipment, at cost       1,900,796               1,603,264
Less: Accumulated depreciation                (339,101)               (223,460)
                                             1,561,695               1,379,804

Other assets:
Deposit and others                              26,779                  20,902
Engineering and architectural plans,
net of accumulated amortization of
$23,295 and $1,026 at January 31,
2004 and April 30, 2003, respectively          271,188                 233,337

                                               297,967                 254,239
Total Assets                                 3,381,385               2,383,811

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Cash disbursed in excess of available fund       9,023                   2,268
Accounts payable and accrued
liabilities                                    490,838                 277,842
Notes payable to related parties -
current portion                                 263,293                413,465
Notes payable - current portion                 931,097                308,289
Total current liabilities                     1,694,251              1,001,864

Notes payable to related parties                353,172                      -
Commitments and contingencies                         -                      -

Stockholders' equity
Series A Preferred stock, par value
$.001 per share; 10,000,000 shares
authorized; 666,667 shares issued and
outstanding at January 31, 2004 and
April 30, 2003                                     667                     667
Common stock, par value $ .001 per
share; 400,000,000 shares authorized;
128,761,445 and 112,343,945 shares
issued and outstanding at January
31, 2004 and April 30, 2003,
respectively                                   128,761                 112,344
Treasury stock, at cost                         (1,000)                      -
Additional paid-in capital                   3,381,592               3,183,834
Preferred stock subscription                   433,374                 433,374
Common stock subscription                      716,600                 866,600
Accumulated deficit                         (3,326,032)             (3,214,872)
Total stockholders' equity                   1,333,962               1,381,947
Total liabilities and stockholders'
equity                                       3,381,385               2,383,811

See accompanying notes to the unaudited condensed consolidated
financial information


                      GLOBAL DIVERSIFIED INDUSTRIES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)




<TABLE>
<CAPTION>
                                                  Three Months Ended            Nine Months Ended
                                                      January 31,                   January 31,
                                                  2004          2003            2004          2003
<S>                                               <C>           <C>             <C>           <C>
Revenues                                          $   547,911   $        -      $ 3,181,248   $      -

Cost of Goods Sold                                    378,265            -        2,047,348          -

Gross Profit                                          169,646            -        1,133,900          -

Operating Expenses:
Selling, General and Administrative                   243,011       41,785          972,117    238,368
Depreciation and Amortization                          47,478       25,789          137,910    108,037
Total Operating Expense                               290,489       67,574        1,110,027    346,405

Income (Loss) from Operation                         (120,843)     (67,574)          23,873   (346,405)

Other Income (Expense)                                      -       27,098                -     62,098
Interest Income (Expense)                             (52,580)      (8,697)        (135,033)   (11,091)
Provision for Income Taxes                                  -            -                -          -

Net Loss                                             (173,423)     (49,173)        (111,160)  (295,398)

Loss per Common Share (basic and assuming
dilution)                                               (0.00)       (0.00)           (0.00)     (0.00)

Weighted Average Shares Outstanding               127,174,760   112,103,085     121,954,679 110,339,959
</TABLE>


See accompanying notes to the unaudited condensed consolidated
financial information


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

                                                       For the nine months
                                                        ended January 31
                                                       2004             2003

Cash flows from operating activities:
Net income (loss) from operations                    $   (111,160)  $ (295,398)
Adjustment to reconcile net income
(loss) to net cash:
Depreciation and amortization                             137,910      108,037
Goodwill (expense)
Common stock issued in exchange for
services rendered                                          36,425       29,000
Common stock subscription in exchange for debt                  -      (35,000)
Change in assets and liabilities:
(Increase)/Decrease in accounts receivable               (188,788)           -
(Increase)/Decrease in inventory                         (507,075)       1,800
(Increase)/Decrease in prepaid expense and others         (95,308)    (173,233)
Increase/(Decrease) in cash disbursed
in excess of available fund                                 6,755            -
Increase/(Decrease) in accounts
payable and accrued expenses                              212,996       10,611
Net cash (used in) operating activities:                 (508,245)    (354,183)

Cash flows from investing activities:
Capital expenditure                                      (345,902)    (209,923)
Net cash (used in) investing activities                  (345,902)    (209,923)

Cash flows from financing activities:
  Proceeds from (repayments of) notes payable             622,808       95,350
  Proceeds from (repayments of) notes
payable to related parties                                203,000      509,465
  Proceeds from (repayments of) other advances                  -      (20,900)
  Proceeds from (repayments of) related party advances     15,000       (5,814)
Net cash provided by financing activities                 840,808      578,101

Net increase in cash and cash equivalents                 (13,339)      13,995
Cash and cash equivalents at
beginning of period                                        14,097        4,615
Cash and cash equivalents at end of period                    758       18,610

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest                        -            -
Cash paid during the period for taxes                           -            -
Common stock issued in exchange for
services rendered                                          36,425       29,000
Common stock issued in exchange for
intellectual property                                      11,750            -
Common stock issued in exchange for debt                   15,000            -

See accompanying notes to the unaudited condensed consolidated
financial information

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                 JANUARY 31, 2004
                                   (Unaudited)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-
QSB. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements.

In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included.  Accordingly, the results from operations for the
nine-month period ended January 31, 2004, are not necessarily
indicative of the results that may be expected for the year ended
April 30, 2004. The unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated April
30, 2003 financial statements and footnotes thereto included in the
Company's SEC Form 10-KSB.

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"), and MBS Construction, Inc. ("MBS"). All significant
intercompany balances and transactions have been eliminated in
consolidation.

Reclassification

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

Stock Based Compensation

In December 2002, the FASB issued 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 the interim disclosure provisions for its
financial reports for the subsequent periods. The Company has no
awards of stock-based employee compensation issued and outstanding at
January 31, 2004.

New Accounting Pronouncements

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS'
DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN
AMENDMENT OF FASB STATEMENTS NO. 87, 88, AND 106. This statement
retains the disclosure requirements contained in FASB statement no.
132, Employers' Disclosures about Pensions and Other Postretirement
Benefits, which it replaces. It requires additional disclosures to
those in the original statement 132 about the assets, obligations,
cash flows, and net periodic benefit cost of defined benefit pension
plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for
other postretirement benefit plans. The revision applies for the
first fiscal or annual interim period ending after December 15, 2003
for domestic pension plans and June 15, 2004 for foreign pension
plans and requires certain new disclosures related to such plans. The
adoption of this statement will not have a material impact on the
Company's results of operations or financial positions.

NOTE B - BUSINESS COMBINATIONS

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.  In August
2003, the Company issued to MBS shareholders the 4,000,000 shares of
common stock, which was recorded as common stock subscription payable
at the fair market value at the date of acquisition as of April 30,
2003 (see Note C).

The following summarizes the acquisition of MBS:

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

                                               $          -

NOTE C - CAPITAL STOCK

The Company is authorized to issue 10,000,000 shares of Series A
preferred stock with a par value of $.001 per share, and 400,000,000
shares of common stock with a par value of $.001 per share. 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 January 31, 2004, the Company has issued and
outstanding 666,667 shares of Series A preferred stock and
128,761,445 shares of common stock.

During the nine months ended January 31, 2004, the Company issued an
aggregate of 5,692,500 shares of its common stock to consultants for
$36,425 of services rendered and charged to income during the period
ended January 31, 2004.  The shares issued to the consultants were
based upon the market price of the Company's common stock at the time
the services were provided, which did not differ materially from the
value of the services rendered. Additionally, the Company issued an
aggregate of 1,350,000 shares of common stock in exchange for $11,750
of intellectual property. The Company also issued to MBS shareholders
an aggregate of 4,000,000 shares of common stock, valued at $60,000
at the date of acquisition, pursuant to the Agreement and Plan of
Exchange with MBS Construction (see Note B).  The Company also issued
375,000 shares to a shareholder in exchange for $15,000 of advances
the shareholder made to the Company.

In November 2003, the Company issued to a shareholder 5,000,000
shares of common stock pursuant to a Settlement and Release Agreement
the Company entered into in October 2002 with The Majestic Companies,
Ltd. in connection with acquisition of Majestic Modular Buildings,
Ltd. pursuant to an agreement between the same parties dated February
11, 2002.  The shareholder retained 4,000,000 shares of common stock
and returned 1,000,000 shares of common stock to the Company as
treasury stock.  The 4,000,000 shares of common stock retained by the
shareholder were valued at $90,000, which was previously recorded as
common stock subscription payable.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JANUARY 31, 2004

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 Company'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 COMPANY:

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 subsidiary Global Modular, Inc. has secured necessary
architectural and engineering approvals from the State of California
(Division of the State Architect) for their single story and two
story designs.  The Company is currently under contract to provide
relocatable classrooms involving various designs to school districts
throughout the State of California.

The Company's third quarter is typically a slower period for
manufacturing of portable classrooms due to seasonal conditions
throughout the educational sector.  Due to commencement of plant
operations by Global Modular in May 2003, the Company's subsidiaries
were not able to secure a production backlog for the seasonal
(slower) winter period.  Conversely, this allowed their subsidiaries
to focus on assertive marketing tactics, which have rendered
increased quote activity including verbal commitments for new orders
during the period ending January 31, 2004 compared to a year ago.

The following Management Discussion and Analysis should be read in
conjunction with the financial statements and accompanying notes
included in this Form 10-QSB.

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, " Cautionary Factors
that May Affect Future Results and Market Price of Stock".

COMPARISON OF THE THREE MONTHS ENDED JANUARY 31, 2004 TO THE THREE
MONTHS ENDED JANUARY 31, 2003

Results of Operations

Total revenues increased to $547,911 in the quarter ended January 31,
2004 from zero revenues in the quarter ended January 31, 2003.
Revenues were generated as a result of the initiation of operations
of Global Modular's manufacturing and marketing of pre-fabricated,
modular type structures during the quarter ended January 31, 2004,
and the modular construction site work and renovation business from
newly acquired MBS Construction, as described in Note B to the
accompanying financial statements.

Cost of revenues was $378,265 and $0, respectively for the quarters
ended January 31, 2004 and 2003.  Gross profit was $169,646 and $0,
respectively for the quarters ended January 31, 2004 and 2003. This
is due to the initiation of operations of Global Modular and MBS
Construction during the quarter ended January 31, 2004.

Total operating expenses increased to $290,489 in the quarter ended
January 31, 2004 from $67,574 in the quarter ended January 31, 2003.
The is largely attributable to increases in selling, general, and
administrative costs in connection with the beginning of operations of
Global Modular and MBS Constructions, and consulting and professional
fees of which $36,425 was paid with common stock of the Company.

COMPARISON OF THE NINE MONTHS ENDED JANUARY 31, 2004 TO THE NINE
MONTHS ENDED JANUARY 31, 2003

Results of Operations

Total revenues increased to $3,181,248 in the nine months ended
January 31, 2004 from zero revenues in the nine months ended January
31, 2003. Revenues were generated as a result of the initiation of
operations of Global Modular's manufacturing and marketing of pre-
fabricated, modular type structures during the quarter ended January
31, 2004, and the modular construction site work and renovation
business from newly acquired MBS Construction, as described in Note B
to the accompanying financial statements.

Cost of revenues was $2,047,348 and $0, respectively for the nine
months ended January 31, 2004 and 2003.  Gross profit was $1,133,900
and $0, respectively for the nine months ended January 31, 2004 and
2003. This is due to the initiation of operations of Global Modular
and MBS Construction during the nine months ended January 31, 2004.

Total operating expenses increased to $1,110,027 in the nine months
ended January 31, 2004 from $346,405 in the nine months ended January
31, 2003.   The is largely attributable to increases in selling,
general, and administrative costs in connection with the beginning of
operations of Global Modular and MBS Constructions, and consulting and
professional fees of which $36,425 was paid with common stock of the Company.

Liquidity and Capital Resources

As of January 31, 2004, the Company had a working capital deficit of
$172,528. The Company generated a deficit in cash flow from
operations of $508,245 for the nine-month period ended January 31,
2004. The deficit in cash flow from operating activities for the
period is primarily attributable to the Company's net loss from
operations of $111,160 adjusted for depreciation and amortization of
$137,910 equity-based compensation expense of $36,425, an increase in
accounts receivable of $188,788, an increase in inventory of
$507,075, an increase in prepaid expenses and other assets of 95,308
and an increase in accounts payable of $212,996

Cash flows used in investing activities for the nine-month period
ended January 31, 2004 consisted of the acquisition of  $345,902 of
equipment and architectural plans used in operations.

The Company met its cash requirements during the nine months ended
January 31, 2004 through proceeds from the issuance of debt of
$622,808 and net advances from related parties of $218,000, net of
costs.

The Company has also met cash requirements through option agreements
with related parties.  It is to be noted that a related party has an
option to convert a certificate of deposit, in an amount of $150,000,
which is pledged as collateral on a line of credit on behalf of
Global Modular at County Bank, into 750,000 shares of preferred stock
and that another related party has an option to convert a certificate
of deposit, in an amount of $150,000, which is pledged as collateral
on a line of credit on behalf of Global Modular at County Bank, into
750,000 shares of preferred stock.

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.

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 belives it has suffucient 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.

The effect of inflation on the Company's revenue and operating results
was not significant. The Company's operations are located in North
America and there are no seasonal aspects that would have a material
effect on the Company's financial condition or results of operations.

The independent auditors report on our April 30, 2003 financial
statements included in the Form 10-KSB states that our difficulty in
generating sufficient cash flow to meet its obligations and sustain
operations raise substantial doubts about the our ability to continue
as a going concern.

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 steadfast.  In an effort to keep up with demand for
additional classroom space, modular manufacturers are expecting
increased production backlogs throughout the remainder of 2004.

Traditionally, school districts begin their planning mode for the
next school term portable classroom requirements in the first three
months of the calendar year.  The majority of new classroom
procurements take place after April, however, this year our modular
divisions are experiencing significantly increased inquiries and new
orders placed in comparison to previous years.  The registrant is
planning for a solid production backlog by the end of the first
quarter with potential for complete backlog through the remainder of
fiscal year 2004.

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

1.)  The Company expects to hire a minimum of two sales professionals
who each possess a minimum five years modular/portable classroom
sales experience.

2.)  The sales and marketing departments intend to 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 the bond proposal passed by California voters in March
2004 (Proposition 55) will begin to flow within the next few months,
permitting school districts to place orders for buildings with
targeted deliveries in the second, third and fourth quarters.  Future
classroom production for California schools appears promising through 2005.

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 possesses a "piggyback contract" with a Southern
California public school district.  In January 2003, the school
district renewed the piggyback contract and extended the Company's
right to utilize the contract through March 2006.

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.  Thissearch for
capital may include equity lines of credit, or other traditional
forms of financing.

Employees

As of January  31, 2004, the Company had twenty-two employees.  The
Company anticipates that the number of employees will increase over
the next three months to accommodate the influx in new classroom
production.  The Company does not expect to have any collective
bargaining agreements covering any of its employees.

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 $16,125 per month for the remainder of
the current fiscal year with moderate increases for each  year
thereafter.  The Company believes that the current facilities are
suitable for its current needs.

New Accounting Pronouncements

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS'
DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN
AMENDMENT OF FASB STATEMENTS NO. 87, 88, AND 106. This statement
retains the disclosure requirements contained in FASB statement no.
132, Employers' Disclosures about Pensions and Other Postretirement
Benefits, which it replaces. It requires additional disclosures to
those in the original statement 132 about the assets, obligations,
cash flows, and net periodic benefit cost of defined benefit pension
plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for
other postretirement benefit plans. The revision applies for the
first fiscal or annual interim period ending after December 15, 2003
for domestic pension plans and June 15, 2004 for foreign pension
plans and requires certain new disclosures related to such plans. The
adoption of this statement will not have a material impact on the
Company's results of operations or financial positions.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant
risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that
we have identified all possible risks that might arise.  Investors
should carefully consider all of such risk factors before making an
investment decision with respect to our Common Stock.

Cautionary Factors that May Affect Future Results and Market Price of
Stock

Our annual report on April 30, 2003 Form 10-KSB  includes a detailed
list of cautionary factors that may affect future results.
Management believes that there have been no material changes to those
factors listed, however other factors besides those listed could
adversely affect us.  That annual report can be accessed on EDGAR.

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 March
19, 2004, there were approximately 130,367,025 shares of common stock
outstanding, of which approximately 23,200,000 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 3. CONTROLS AND PROCEDURES

The Company's management including the President, Chief Executive
Officer and Chief Financial Officer, have evaluated, within 90 days
prior to the filing of this quarterly report, the effectiveness of
the design, maintenance and operation of the Company's disclosure
controls and procedures. Management determined that the Company's
disclosure controls and procedures were effective in ensuring that
the information required to be disclosed by the Company in the
reports that it files under the Exchange Act is accurate and is
recorded, processed, summarized and reported within the time periods
specified in the Commission's rules and regulations.

Disclosure controls and procedures, no matter how well designed and
implemented, can provide only reasonable assurance of achieving an
entity's disclosure objectives. The likelihood of achieving such
objectives is affected by limitations inherent in disclosure controls
and procedures. These include the fact that human judgment in
decision making can be fully faulty and that breakdowns in internal
control can occur because of human failures such as errors or
mistakes or intentional circumvention of the established process.

There have been no significant changes in internal controls or in
other factors that could significantly affect these controls
subsequent to the date of the evaluation thereof, including any
corrective actions with regard to significant deficiencies and
material weaknesses.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     None during this reporting period.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     None during this reporting period.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None during this reporting period.

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

     None during this reporting period.

ITEM 5.  OTHER INFORMATION

     None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

No.                     Description

31.1    Certification of Phillip Hamilton Pursuant to Section 302 of the
        Sarbanes-Oxley Act of  2002.

31.2    Certification of E. Adam DeBard to Section 302 of the Sarbanes-
        Oxley Act of  2002.

32.1    Certification of Phillip Hamilton Pursuant to Section 906 of the
        Sarbanes-Oxley Act of 2002.

32.2    Certification of E. Adam DeBard Pursuant to Section 906 of the
        Sarbanes-Oxley Act of 2002.

Reports on Form 8-K filed during the three months ended January 31, 2004.

None.

                                   SIGNATURES

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

                                      Global Diversified Industries, Inc.

Date: March 22, 2004                  By: /s/  Phillip Hamilton
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)


Date: March 22, 2004                  By: /s/  Adam DeBard
                                      Chief Operating Officer (Principal
                                      Accounting and Financial Officer)