<PAGE>

                     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 July 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)



         State the number of shares outstanding of each of the issuer's
          classes of common equity, as of the latest practicable date:
 134,515,314 shares of Common Stock ($.001 par value) as of September 13, 2004.

             Transitional small business disclosure format: Yes [ ] No [X]


<PAGE>



                                TABLE OF CONTENTS


PART I:  FINANCIAL INFORMATION

ITEM I:  ITEM I:  FINANCIAL STATEMENTS (UNAUDITED)

                  CONDENSED CONSOLIDATED BALANCE SHEETS:
                  JULY 31, 2004 AND APRIL 30, 2004

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

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

                  NOTES TO UNAUDITED CONSOLIDATED FINANCIAL INFORMATION:
                  JULY 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


                                       2
<PAGE>
<TABLE>


ITEM I.  FINANCIAL STATEMENTS (UNAUDITED)

                                      GLOBAL DIVERSIFIED INDUSTRIES, INC.
                                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                    (Unaudited)
                                                                   July 31, 2004    April 30, 2004
                                                                   -------------    --------------
<S>                                                                 <C>               <C>
ASSETS:

Current assets:

Cash and cash equivalents                                           $    59,873       $   693,194

Accounts receivable, net of allowance for doubtful accounts of
$0 at July 31, 2004 and April 30, 2004                                1,238,463           286,142
Inventories                                                           1,691,422         1,396,699
Advance to employees                                                     33,528             1,086
Prepaid expenses                                                         91,841            93,665
                                                                    ------------      ------------
Total current assets                                                  3,115,127         2,470,786

Property, plant and equipment:
Property, plant and equipment, at cost                                2,093,557         2,053,729
Less: Accumulated depreciation                                         (431,525)         (384,723)
                                                                    ------------      ------------
Total property, plant and equipment, net                              1,662,032         1,669,006

Other assets:

Deposit and others                                                       22,074            15,625

Engineering and architectural plans, net of accumulated
amortization of $30,291 and $18,724 at July 31, 2004 and April
30, 2004, respectively                                                  376,551           363,790
                                                                    ------------      ------------
Total other assets                                                      398,625           379,415

Total Assets                                                        $ 5,175,784       $ 4,519,207
                                                                    ============      ============
</TABLE>

                               See accompanying notes to the unaudited condensed
                                      consolidated financial information

                                                      3
<PAGE>
<TABLE>


                                      GLOBAL DIVERSIFIED INDUSTRIES, INC.
                               CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

                                                                            (Unaudited)
                                                                           July 31, 2004     April 30, 2004
                                                                           -------------     --------------
<S>                                                                         <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities                                    $   577,597       $   290,210
Deferred revenue                                                                 35,332           143,067
Notes payable to related parties, current portion (Note B)                      102,000           237,000
Notes payable, current portion (Note B)                                         585,950           285,494
                                                                            ------------      ------------
Total current liabilities                                                     1,300,879           955,771


Notes payable to related parties, long-term portion (Note B)                    613,815           588,815

Commitment 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 July
31, 2004 and April 30, 2004 (Note C)                                                667               667

Common stock, par value $ .001 per share; 400,000,000 shares
authorized; 134,415,368 and 131,863,806 shares issued and
outstanding at July 31, 2004 and April 30, 2004, respectively
(Note C)                                                                        134,415           131,864
Additional paid-in capital                                                    4,386,273         4,025,104
Preferred stock subscription                                                    733,374           733,374
Common stock subscription                                                     1,566,600         1,726,600
Treasury stock                                                                      (50)              (50)
Accumulated deficit                                                          (3,560,189)       (3,642,938)
                                                                            ------------      ------------
Total stockholders' equity                                                    3,261,090         2,974,621

Total liabilities and stockholders' equity                                  $ 5,175,784       $ 4,519,207
                                                                            ============      ============

</TABLE>



                              See accompanying notes to the unaudited condensed
                                      consolidated financial information

                                                      4
<PAGE>
<TABLE>

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

                                                 For the three months ended July 31,
                                                        2004                 2003
                                                        ----                 ----
<S>                                               <C>                 <C>
Revenues                                          $   2,105,845       $     920,766
Cost of goods sold                                    1,449,212             576,945
                                                  --------------      --------------
Gross profit                                            656,633             343,821

Operating expenses:
Selling, general and administrative expenses            489,044             277,664
Depreciation and amortization                            58,369              44,267
                                                  --------------      --------------
Total operating expense                                 547,413             321,931

Income from operations                                  109,220              21,890

Other income (expense):

Interest income (expense)                               (26,471)            (18,300)
                                                  --------------      --------------
Total other income (expense)                            (26,471)            (18,300)


Income before provision for income tax                   82,749               3,590

Provision for income taxes                                   --                  --
                                                  --------------      --------------

Net income                                        $      82,749       $       3,590
                                                  ==============      ==============

Earnings per common share:
Basic                                             $        0.00       $        0.00
                                                  ==============      ==============
Diluted                                           $        0.00       $        0.00
                                                  ==============      ==============
Weighted average shares outstanding:

Basic                                               133,866,290         114,535,032

Diluted                                             143,805,688         121,801,702

</TABLE>

                See accompanying notes to the unaudited condensed
                       consolidated financial information

                                       5
<PAGE>
<TABLE>

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

                                                                For the three months ended July 31,
                                                                       2004             2003
                                                                       ----             ----
<S>                                                                 <C>             <C>
Cash flows from operating activities:
Net income from operations                                          $  82,749       $   3,590
Adjustment to reconcile net income to net cash:
Depreciation and amortization                                          58,369          44,267
Common stock issued to consultants in exchange for services
rendered (Note C)                                                      44,000          13,300
Common stock issued to employees in exchange for compensation
(Note C and E)                                                         60,175              --
Change in assets and liabilities:
(Increase)/decrease in accounts receivable                           (952,322)       (716,912)
(Increase)/decrease in inventory                                     (294,724)       (113,449)
(Increase)/decrease in prepaid expense and others                       6,377           8,640
(Increase)/decrease in employee advances                              (32,443)             --
Increase/(decrease) in cash disbursed in excess of available
fund                                                                       --          (2,076)
Increase/(decrease) in accounts payable and accrued
liabilities                                                           287,389         343,960
Increase/(decrease) in deferred revenue                              (107,735)             --
                                                                    ----------      ----------
Net cash (used in) operating activities:                             (848,165)       (418,680)

Cash flows from investing activities:
Capital expenditure                                                   (41,357)        (53,400)
                                                                    ----------      ----------
Net cash (used in) investing activities                               (41,357)        (53,400)

Cash flows from financing activities:
Proceeds from sale of common stock and stock subscription,
net of costs and fees (Note E)                                         65,745              --
Proceeds from notes payable, net of (repayments)                      300,456         343,297
Proceeds from note payable to related parties, net of
(repayments)                                                         (110,000)        175,000
Advances from related parties, net of repayments                           --          (2,500)
                                                                    ----------      ----------
Net cash provided by financing activities                             256,201         515,797

Net increase in cash and cash equivalents                            (633,321)         43,717

Cash and cash equivalents at beginning of period                      693,194          14,097
                                                                    ----------      ----------
Cash and cash equivalents at end of period                          $  59,873       $  57,814
                                                                    ==========      ==========

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest                            $  19,934       $  20,635
Cash paid during the period for income taxes                               --              --
Common stock issued for services (Note C)                              44,000          13,300
Common stock issued to employees in exchange for compensation
(Note C and E)                                                         60,175              --
Common stock issued in exchange for engineering plans (Note C)         22,800              --
Common stock issued for prepaid service fees (Note C)                  11,000              --

</TABLE>

                         See accompanying notes to the unaudited condensed
                                 consolidated financial information

                                                 6
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JULY 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 three-month period ended July
31, 2004, are not necessarily indicative of the results that may be expected for
the year ended April 30, 2005. The unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated April 30, 2004
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.

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries, Lutrex Enterprises, Inc. ("Lutrex"), Global
Modular, Inc. ("Global Modular "), 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
outstanding at July 31, 2004.

                                       7
<PAGE>

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JULY 31, 2004
                                   (Unaudited)
<TABLE>
NOTE B - NOTES PAYABLE
A summary of notes payable at July 31, 2004 and April 30, 2004 is as follows:
                                                                                         July 31, 2004     April 30, 2004
                                                                                         -------------     --------------
     <S>                                                                                   <C>               <C>
     Note payable to Company shareholder in monthly installments of interest only
     at 10.0% per annum; unsecured; maturity date was in November 30, 2003. The
     Company amended the note with the shareholder in April 2004, extending the
     maturity date to May 1, 2009; the noteholder has an option to convert the
     unpaid principal balance of the loan, together with any accrued and unpaid
     interest to the Company's preferred stock. (a)                                        $   414,465       $   389,465
     Note payable to Company shareholders in monthly installments of interest only at
     8.0% per annum; unsecured; maturity date is in May 15, 2004.  Noteholder has the
     option to convert the principal balance of the loan to the Company's preferred
     stock. The Company is currently in default under the terms of the note. (a)                 2,000            62,000
     Note payable to Company shareholders in monthly installments of interest only at
     6.0% per annum; unsecured; maturity date is on February 2, 2009.                          199,350           199,350
     Note payable to Company shareholders in monthly installments of interest only at
     5.0% per annum; unsecured; maturity date is on August 31, 2004.                           100,000           100,000
     Note payable to Company shareholder in monthly installments of interest only at
     8.0% per annum; unsecured; maturity date is on May 15, 2004.                                   --            75,000
     Note payable in 24 monthly installments beginning October 15, 2004, with interest
     at 6% per annum; unsecured; maturity date is October 2005.  The Company is
     currently in default under the terms of the note.                                          53,861            53,861
     Note payable revolving agreement secured by accounts receivable and property with
     interest payable monthly at approximately 6%, maximum borrowing capacity of
     $2,500,000.                                                                               532,089           231,633
                                                                                           ------------      ------------
                                                                                             1,301,765         1,111,309
     Less: current portion                                                                    (687,950)         (522,494)
                                                                                           ------------      ------------
     Total notes payable - long term                                                       $   613,815       $   588,815
                                                                                           ============      ============
</TABLE>
(a) The Company granted the noteholder an option to convert a total of $400,000
of principal balance of the notes to the Company's 2,666,666 shares of preferred
stock, and each share of the preferred stock is convertible to ten shares of the
Company's restricted common stock. The noteholder has the option to convert the
notes to the Company's securities anytime within three years from the issuance
of the notes. The Company accounted for the notes payable and stock purchase
rights in accordance with APB No. 14, "Accounting for Convertible Debt and Debt
Issued with Stock Purchase Warrants" ("APB 14"). Proceeds from the issuance of
notes payable with equity securities are allocated between the debt and the
securities based on their relative fair values. The fair value of the company's
restricted common stock at the time the conversion option was granted
approximated the value of the debt if converted. Accordingly, no imbedded
beneficial conversion feature was accounted in connection with the option to
convert notes payable.

NOTE C - CAPITAL STOCK

On November 7, 2001 the Company's Board of Directors approved an increase in the
Company's authorized common stock from 50,000,000 to 400,000,000 with a par
value of $.001. The Company also created a Series A Preferred class of stock,
$.001 par value, and authorized 10,000,000 shares. On February 3, 2003, the
Company's Board of Directors approved to change the conversion right of the
Series A Preferred Stock from a ratio of five common for one preferred share to
ten common for one preferred share. As of July 31, 2004 and April 30, 2004, the
Company has issued and outstanding 666,667 shares of preferred stock. The
Company has 134,415,368 and 131,863,806 shares of common stock issued and
outstanding at July 31, 2004 and April 30, 2004, respectively.

                                       8
<PAGE>

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

NOTE C - CAPITAL STOCK (Continued)

In March 2004, the Company entered into an agreement with Grossman Construction
Company ("Grossman") that Grossman contributed to the Company $200,000 of
inventory and equipment in exchange for $40,000 of cash and $160,000 of common
stock subscription. In May 2004, the Company issued 1,000,000 shares of common
stock to Grossman in exchange for the $160,000 of stock subscription. All
obligations pursuant to the agreement have been fulfilled as of July 31, 2004.

During the period ended July 31, 2004, the Company issued an aggregate of
986,840 shares of common stock to officers and employees for stock options
exercised at 50% of the fair market value of the common stock on the date of
exercise (Note E). The Company received $65,745 of proceeds, net of costs and
fees, and compensation costs of $60,175 were charged to operations during the
period ended July 31, 2004. Additionally, the Company issued an aggregate of
422,222 shares of common stock to consultants in exchange for $44,000 of
services fees and $11,000 of prepaid service fees. All valuations of common
stock issued for services were based upon the value of the services rendered,
which did not differ materially from the fair value of the Company's common
stock during the period the services are rendered. The Company also issued an
aggregate of 142,500 shares of common stock in exchange for $22,800 of
intellectual property.

NOTE D - STOCK OPTIONS AND WARRANTS

Non-Compensatory Stock Options
------------------------------

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

<TABLE>
                                Options Outstanding                                     Options Exercisable
                                -------------------                                     -------------------
                                            Weighted Average          Weighed                        Weighted
                           Number        Remaining Contractual        Average         Number         Average
    Exercise Prices     Outstanding           Life (Years)        Exercise Price    Exercisable   Exercise Price
    ---------------     -----------           ------------        --------------    -----------   --------------
<S>         <C>            <C>                            <C>            <C>         <C>               <C>
            $ 5.00         1,500,000                      1.75           $ 5.00      1,500,000         $  5.00
            $ 0.05         4,000,000                      0.50           $ 0.05      4,000,000         $  0.05
                           ---------                      ----           ------      ---------         -------
                           5,500,000                      0.84             1.40      5,500,000         $  1.40
                           =========                      ====           ======      =========         =======
</TABLE>

Transactions involving options are summarized as follows:

                                                               Weighted Average
                                         Number of Shares      Price Per Share
                                         ----------------      ---------------
         Outstanding at April 30, 2002             --             $     --
            Granted                         1,500,000                 5.00
            Exercised                              --                   --
            Canceled or expired                    --                   --
                                            ---------             --------
         Outstanding at April 30, 2003      1,500,000             $   5.00
            Granted                         4,000,000                 0.05
            Exercised                              --                   --
            Canceled or expired                    --                   --
                                            ---------             --------
         Outstanding at April 30, 2004      5,500,000             $   1.40
                                            =========             ========
            Granted                                --                   --
            Exercised                              --                   --
            Canceled or expired                    --                   --
                                            ---------             --------
         Outstanding at July 31, 2004       5,500,000             $   1.40
                                            =========             ========

During the period ended July 31, 2004 and 2003, the Company did not grant any
compensatory stock options to consultants or shareholders, and all previously
granted stock options were fully vested at the time the stock options were
granted. Accordingly, no compensation costs were charged to operations during
the period ended July 31, 2004 and 2003.

                                       9
<PAGE>

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

NOTE D - STOCK OPTIONS AND WARRANTS (Continued)

Non-Compensatory Warrants (Continued)
-------------------------------------

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

<TABLE>
                                Warrants Outstanding                                   Warrants Exercisable
                                --------------------                                   --------------------
                                            Weighted Average          Weighed                        Weighted
                           Number        Remaining Contractual        Average         Number         Average
    Exercise Prices     Outstanding           Life (Years)        Exercise Price    Exercisable   Exercise Price
    ---------------     -----------           ------------        --------------    -----------   --------------
<S>            <C>           <C>                       <C>                 <C>         <C>               <C>
               $0.03         1,500,000                 0.50                $ 0.03      1,500,000         $  0.03
                             =========                 ====                ======      =========         =======
</TABLE>

Transactions involving warrants are summarized as follows:

                                                              Weighted Average
                                         Number of Shares     Price Per Share
                                         ----------------     ---------------
         Outstanding at April 30, 2002             --             $     --
            Granted                         1,500,000                 0.03
            Exercised                              --                   --
            Canceled or expired                    --                   --
                                            ---------             --------
         Outstanding at April 30, 2003      1,500,000             $   0.03
            Granted                                --                   --
            Exercised                              --                   --
            Canceled or expired                    --                   --
                                            ---------             --------
        Outstanding at April 30, 2004       1,500,000             $   0.03
                                            =========             ========
            Granted                                --                   --
            Exercised                              --                   --
            Canceled or expired                    --                   --
                                             ---------            --------
        Outstanding at July 31, 2004        1,500,000             $   0.03
                                            =========             ========

The Company granted 1,500,000 of warrants during the year ended April 30, 2003
in connection with acquisition of MBS Construction, Inc. The warrants granted
have an original expiration date on January 31, 2004. During the year ended
April 30, 2004, the Company has extended the expiration date to January 31,
2005.

NOTE E - EMPLOYEE STOCK INCENTIVE PLAN

In Septmeber 2001, the Board of Directors of the Company implemented an Employee
Stock Incnetive Plan ("2001 Stock Option Plan") for officers, employees and
certain non-employees (collectively referred to as "Employees") in an amount
equal to 15,000,000 shares of common stock. The 2001 Stock Option Plan provides
for the issuance of stock options exerciable at fifty percent (50%) of the fair
market value of the common stock on the date of exercise. For an employee
holding greater than ten percent(10%) of the total voting power of all stock of
the Company, the exercise price of an incentive stock option shall be at least
one hundred and ten percent (110%) of the fair market value of the common stock
on the date of the grant of the option. The maximum life of the options is ten
years from the date the stock optiosn are granted.

In February 2004, the Board of Directors of the Company implemented another
Employee Stock Incnetive Plan ("2004 Stock Option Plan") for officers, employees
and certain non-employees (collectively referred to as "Employees") in an amount
equal to 2,000,000 shares of common stock. The 2004 Stock Option Plan provides
for the issuance of stock options at an exercise price of $0.05 per share (or
110% of the fair market value of the common stock on the date of the grant of
the option, for employees holding greater than ten percent (10%) of the total
voting power of all stock of the Company). The maximum life of the options is
ten years from the date the stock optiosn are granted.

During the period ended July 31, 2004, the Company granted an agrregate of
986,840 options to Emplyees pursuant to 2001 Stock Option Plan, and all options
were excerised on the grant date (Note C). There are no stock options
outstanding at July 31, 2004.


                                       10
<PAGE>

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

NOTE F - SUBSEQUENT EVENTS

In July 2004, the Company entered into a Stock Purchase Agreement and an Escrow
Agreement (collectively "Agreement") with Langley Park Investments PLC
("Langley"), a corporation organized under the laws of England and Wales.
Pursuant to the Agreement, the Company shall issue 25,000,000 shares of its
restricted common stock ("Consideration Stock") and deposit the Consideration
Stock into escrow, in exchange for Langley Shares ("Langley Consideration
Shares") equal to the same value of the Consideration Stock. The Company issued
and deposited the 25,000,000 shares of Consideration Stock into escrow in August
2004. The Consideration Stock and Langley Consideration Shares currently
deposited in escrow shall be released and delivered to both parties only when
Langley becomes listed on the London Stock Exchange.

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.

                                       11
<PAGE>

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. Global Modular is
currently working with another Southern California school district for a new
piggyback contract. The school district has purchased building in the past from
Global Modular. If successful in securing this contract, it will allow Global
Modular to offer California public schools and municipalities an expanded
variety of design and pricing alternatives to meet virtually any design request
by the school district and/or architect.

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 two-
story design is desirable by school districts since individual two story
buildings can be installed side-by-side to form a cluster of buildings,
occupying hundred of students. The two-story design if fully equipped with easy
access to the second story by 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 the
two-story design will be the main focus of our sales team during the next
several years. Global Modular also possesses an approved DSA design, which is
considered flexible regarding its confirguration alternatives. The design offers
school districts complete steel construction, including upgrades for concrete
floors, a variety of exterior finishes and various roof pitches and finishes.
The design will be used specifically for custom type projects where full campus
or wing addition construction is desired.

During the remainder of 2004, the Global Modular 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
classrooms manufacturing industry has become more steadfast. In an effort to
keep up with demand for additional classroom space, modular manufactures are
expecting increased production backlogs throughout the remainder of 2004 and
into 2005.

The Company's backlog has increased over 200% as compared to the same period one
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".

                                       12
<PAGE>

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

Results of Operations

Total revenues increased to $2,105,845 in the quarter ended July 31, 2004 from
$920,766 in the quarter ended July 31, 2003. Revenues were generated as a result
of the sales campaign implemented last year. California school districts began
to recognize Global Modular as major manufacturer of modular school classroom
buildings.

Cost of revenues was $1,449,212 and $576,945, respectively for the quarters
ended July 31, 2004 and 2003. Gross profit was $656,633 and $343,821,
respectively for the quarters ended July 31, 2004 and 2003. This is due to
Global Modular and MBS Construction increasing sales due to becoming known in
the modular school classroom market during the quarter ended July 31, 2004.

Total operating expenses increased to $547,413 in the quarter ended July 31,
2004 from $321,931 in the quarter ended July 31, 2003. The is largely
attributable to increases in selling, general, and administrative costs in
connection with the increased sales and operations of Global Modular and MBS
Constructions, and consulting and professional fees of which $44,000 was paid
with common stock of the Company. During the quarter ended July 31, 2004, the
Company also charged to operations $60,175 of compensation costs for common
stock issued to employees in exchange for employee stock options exercised
pursuant to Employee Stock Incentive Plan approved by the Company's Board of
Directors in 2001.

Liquidity and Capital Resources
-------------------------------

As of July 31, 2004, the Company had a working capital surplus of $1,814,248 and
a gain from operations of $82,749. The Company generated a deficit in cash flow
from operations of $848,165 for the three-month period ended July 31, 2004. The
deficit in cash flow from operating activities for the period is primarily
attributable to the Company's net adjusted for depreciation and amortization of
$58,369, an increase in accounts receivable of $952,322, an increase in
inventory of $294,724, an increase in employee advances of $32,443, a decrease
in deferred revenue of $107,735 and an increase in accounts payable of $287,389.

Cash flows used in investing activities for the three-month period ended July
31, 2004 consisted of the acquisition of $41,357 of equipment and architectural
plans used in operations.

The Company met its cash requirements during the three months ended July 31,
2004 through proceeds from the issuance of debt of $300,456 and sale of common
stock and stock subscriptions of $65,745, net of costs and fees.

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.

                                       13
<PAGE>

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, 2004 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.

Employees

As of July 31, 2004 the Company had seventy-five employees. The Company
anticipates that the number of employees will satisfy its production backlog
during the next six months. 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 remaining 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.

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, 2004 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 may have 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.

                                       14
<PAGE>

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 September 13, 2004, there
were approximately 134,515,638 shares of common stock outstanding, of which
approximately 49,510,000 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.

                                       15
<PAGE>

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

                  On May 27, 2004, we issued an aggregate of 1,000,000 shares of
         restricted common stock to two individuals in exchange for common stock
         subscribed pursuant to an agreement we entered into in March 2004 with
         Grossman Construction Company. The shares were issued pursuant to an
         exemption provided by Section 4(2) of the Securities Act.

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.

                                       16
<PAGE>

ITEM 5.  OTHER INFORMATION

The Company has executed an Agreement with a United Kingdom investment firm and
is awaiting approval from the London Stock Exchange. The Company is selling
restricted common shares, with a two-year restriction, at a market value of
approximately $2,000,000. As consideration, the Company will receive registered
common shares of the Langley Park Investments valued at approximately
$2,000,000, which is seeking listing approval on the London Stock Exchange. The
Langley Park Investments is comprised of the stock of 23 companies, with a
current value as reported by the Langley Park Investment of approximately $139
million. The Company has the option of selling all or a portion of the Langley
Park Investment shares, or retaining their Langley common stock as an
investment.

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 July 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: September 15, 2004            By:  /s/  Phillip Hamilton
                                         -------------------------------------
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)


Date: September 15, 2004            By:  /s/  Adam DeBard
                                         -------------------------------------
                                         Chief Operating Officer (Principal
                                         Accounting and Financial Officer)


                                       17