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

                                   FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY
31, 2003

OR

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

                         COMMISSION FILE NUMBER: 333-83231

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

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

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

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

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

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

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

     The total number of issued and outstanding shares of the issuer's
common stock, par value $0.001, as of September 13, 2003, was 114,983,945.

                          GLOBAL DIVERSIFIED INDUSTRIES, INC
                        Quarterly Report on Form 10-QSB for the
                          Quarterly Period Ended July 31, 2003

TABLE OF CONTENTS

PART I:  FINANCIAL INFORMATION

ITEM I:  FINANCIAL STATEMENTS (UNAUDITED)

         CONDENSED CONSOLIDATED BALANCE SHEETS:
         JULY 31, 2003 AND APRIL 30, 2003

         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS:
         FOR THE THREE MONTHS ENDED JULY 31, 2003 AND 2002

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS:
         FOR THE THREE MONTHS ENDED JULY 31, 2003 AND 2002

         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS:

         JULY 31, 2003

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

PART I:  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

                       GLOBAL DIVERSIFIED INDUSTRIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                       (Unaudited)               (Audited)
                                       July 31, 2003           April 30, 2003

ASSETS:

Current assets:
Cash and cash equivalents              $       57,814          $       14,097
Accounts receivable, net of allowance
for doubtful accounts of $89,990 and
$89,990 at July 31, 2003 and April 30,
2003, respectively                            730,891                  13,979
Inventory                                     829,141                 715,692
Advance to employees                            2,500                       -
                                                                        6,000
Total current assets                        1,620,346                 749,768

Property, plant and equipment, at cost      1,605,764               1,603,264
Less: Accumulated depreciation               (261,434)               (223,460)
                                            1,344,330               1,379,804

Other assets:
Deposit and others                             18,263                  20,902
Engineering and architectural plans,
net of accumulated amortization of
$7,320 and $1,026 at July 31, 2003 and
April 30, 2003, respectively                  277,943                 233,337
                                              296,206                 254,239

                                            3,260,882               2,383,811

                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Cash disbursed in excess of available
Fund                                              192                   2,268
Accounts payable and accrued liabilities      621,802                 277,842
Notes payable to related parties              588,465                 413,465
Notes payable                                 651,586                 308,289
Total current liabilities                   1,862,045               1,001,864

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, 2003 and April
30, 2003                                          667                     667
Common stock, par value $ .001 per
share; 400,000,000 shares authorized;
114,983,945 and 112,343,945 shares
issued and outstanding at July 31,
2003 and April 30, 2003, respectively         114,984                 112,344
Additional paid-in capital                  3,194,494               3,183,834
Preferred stock subscription                  433,374                 433,374
Common stock subscription                     866,600                 866,600
Accumulated deficit                        (3,211,282)             (3,214,872)
Total stockholders' equity                  1,398,837               1,381,947

                                            3,260,882               2,383,811

      See accompanying notes to the unaudited condensed consolidated
                          financial information

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

                                                   For the Three Months Ended
                                                            July 31
                                                   2003                  2002

Revenues                                           $  920,766        $       -
Cost of Sales                                         576,945                -
Gross Profit                                          343,821                -

Operating Expenses:
Selling, General and Administrative                   277,664           41,391
Depreciation and Amortization                          44,267           56,459
Total  Operating Expenses                             321,931           97,850

Income (Loss) from Operations                          21,890          (97,850)

Interest Income (Expense)                             (18,300)               -

Income (Loss) Before Income Taxes                       3,590          (97,850)
Income Taxes                                                -                -
Net Income ( Loss)                                      3,590          (97,850)

Earning (loss) per common share Basic                    0.00            (0.00)
Diluted                                                  0.00            (0.00)
Weighted average shares outstanding               114,535,032      109,443,945

            See accompanying notes to the unaudited condensed consolidated
                              financial information

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

                                                   For the Three Months Ended
                                                            July 31
                                                   2003                  2002

Cash flows from operating activities:
Net income (loss) from operations               $     3,590        $   (97,850)
Adjustment to reconcile net
income (loss) to net cash:
Depreciation and amortization                        44,267             56,459
Common stock issued in exchange
for services rendered                                13,300                  -
Change in assets and liabilities:
(Increase)/Decrease in accounts receivable         (716,912)                 -
(Increase)/Decrease in inventory                   (113,449)                 -
(Increase)/Decrease in other assets                   8,640                  -
Increase/(Decrease) in cash
disbursed in excess of available fund                (2,076)                 -
Increase/(Decrease) in accounts
payable and accrued expenses                        343,960             33,888
Net cash (used in) operating activities:           (418,680)            (7,503)

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

Cash flows from financing activities:
Proceeds from (repayments) of notes payable         343,297                  -
Proceeds from (repayments) of
notes payable to related parties                    175,000                  -
Proceeds from (repayments)
advances to related parties                          (2,500)             1,300
Net cash provided by financing activities           515,797              1,300

Net increase in cash and cash equivalents            43,717             (6,203)
Cash and cash equivalents at
beginning of period                                  14,097              4,615
Cash and cash equivalents at end
of period                                            57,814             (1,588)

Supplemental Disclosures of Cash
Flow Information:
Cash paid during the period for interest             20,635                  -
Cash paid during the period for income taxes              -                  -
Common stock issued for services rendered            13,300                  -

         See accompanying notes to the unaudited condensed consolidated
                               financial information

                          GLOBAL DIVERSIFIED INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JULY 31, 2003
                                   (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, 2003, 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"), 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 quarter ended July 31, 2003. The Company
has no awards of stock-based employee compensation outstanding at
July 31, 2003.

New Accounting Pronouncements

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

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

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.  As of
July 31, 2003, the 4,000,000 shares have not been issued and the
Company has accounted the shares as common stock subscription payable
at the fair market value at the date of acquisition.

The following summarizes the acquisition of MBS:

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

                                                                      -

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 July 31, 2003, the Company has issued and outstanding
666,667 shares of Series A preferred stock and 114,983,945 shares of
common stock.

During the period ended July 31, 2003, the Company issued an
aggregate of 2,640,000 shares of its common stock to consultants for
$13,300 of services rendered and charged to income during the period
ended July 31, 2003.  The shares issued to the consultants were based
upon the market price of the Company's common stock, which did not
differ materially from the value of the services rendered.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS FOR THE THREE  MONTHS ENDED JULY
31, 2003

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.  As of July 31, 2003, the
Company's subsidiary is experiencing a production backlog for new
classrooms, which extends through the next quarter.

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 JULY 31, 2003 TO THE THREE
MONTHS ENDED JULY 31, 2002

Results of Operations

Total revenues increased to $920,766 in the quarter ended July 31,
2003 from no revenues   in the first quarter of 2002. 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 July 31, 2003, 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 $576,945 and  $ 0, respectively for the quarters
ended July 31, 2003 and 2002.  Gross profit was $343,821 and $0,
respectively for the quarters ended July 31, 2003 and 2002. This is
due to the initiation  of operations of Global Modular and MBS
Construction during the quarter ended July 31, 2003.

Total operating expenses increased to $321,931 in the quarter ended
July 31, 2003 from $97,850 in the first quarter of 2002.   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 $13,300 was paid with common stock of the Company.

Liquidity and Capital Resources

As of July 31, 2003, the Company had a working capital deficit of $
241,699. The Company generated a deficit in cash flow from operations
of $ 418,680  for the three month  period ended July 31, 2003. The
deficit in cash flow from operating activities for the period is
primarily attributable to the Company's net  income  from operations
of $ 3,590 adjusted for   depreciation and amortization of $ 44,627,
equity-based compensation expense of $ 13,300, an increase in
accounts receivable of  $ 716,912 , an increase in inventory of
$113,449 and an increase in accounts payable of $ 343,960.

Cash flows used in investing activities for the three-month period
ended July 31, 2003 consisted of the acquisition of  $ 53,400 of
equipment and architectural plans   used in operations.

The Company met its cash requirements during the quarter ended July
31, 2003  through proceeds from the issuance of  debt of $ 343,297
and net advances from related parties of $172,500, net of costs.

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 constant.  In an effort to keep up with demand for
additional classroom space, modular manufacturers are experiencing
consistent production backlogs throughout the remainder of 2003.

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

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

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

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

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

5.)  The Registrant possesses a two-story portable classroom design
approved by the California Division of the State Architect (DSA).
This design is desirable by school districts since individual two-
story buildings can be installed side-by-side to form a cluster of
buildings, occupying hundreds of students.  The two-story design is
fully equipped with easy access to the second story by means of
stairs and balcony along with a hydraulic elevator to accommodate
handicap students, teachers and visitors.  School districts continue
to turn to two-story portable classrooms to satisfy their space
dilemma since they have little real estate to surrender.  The
promotion of our two-story design will be a main focus of our sales
team during the next several years.  The Registrant also possesses an
approved DSA design, which is considered flexible regarding its
configuration alternatives.  The design offers school districts
complete steel construction including upgrades for concrete floors, a
variety of exterior finishes and various roof pitches and finished.
The design will be used specifically for custom type projects where
full campus or wing addition construction is desired.

6.)  The Company is currently working on, and will be aggressively
working on new designs over the next year to offer school districts a
wide selection of alternatives to their campus space needs.  The
standard single-story portable classroom has served the industry very
well over the past twenty years, however, school districts need more
than just the 1000 to 2000 square foot portable classroom structure
to accommodate their modernization projects.  Since many schools need
to modernize, fulfill class size reduction requirements and meet
increasing enrollments, they need larger scale additions to their
existing infrastructure.  School districts want their campuses to
possess the aesthetic appearance of stick-built construction instead
of the modular appearance.  The era has come for modular
manufacturers to expand their scope of services beyond the
manufacturing plant.  New designs are being implemented to provide
school districts with a complete wing addition with at least half of
the labor to be performed on site.  This expansion of services is
tailored more towards modular construction instead of the typical
modular manufacturing.  Modular construction will consist of
utilizing component sections of a structure, i.e., walls, ceiling,
etc. fabricated in-plant, thus, transporting these components on-site
to finish the project.  The completed structure will offer school
districts an affordable and quicker alternative to stick-built
construction methods with considerable cost savings. By incorporating
modular construction methods into our business model, we will be
capable of offering our customers practically any type of
classroom/space addition requirements.

7.)  The Company 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.  This search for
capital may include equity lines of credit, or other traditional
forms of financing.

Employees

As of July 31, 2003, the Company had sixty employees.  The Company
anticipates that the number of employees will increase over the next
twelve months. The Company does not expect to have any collective
bargaining agreements covering any of its employees.

Properties

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

New Accounting Pronouncements

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

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

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

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
September 10, 2003, there were approximately 114,983,945 shares of
common stock outstanding, of which approximately 17,214,246 were
tradable without restriction under the Securities Act. There can be
no assurance that a trading market will be sustained in the future.
Factors such as, but not limited to, technological innovations, new
products, acquisitions or strategic alliances entered into by the
Company or its competitors, failure to meet security analysts'
expectations, government regulatory action, patent or proprietary
rights developments, and market conditions for manufacturing stocks
in general could have a material effect on the volatility of the
Company's stock price.

MANAGEMENT OF GROWTH

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

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

There can be no assurance that the Company will be able to achieve or
manage any such growth successfully or to implement and maintain
adequate financial and management controls and procedures, and any
inability to do so would have a material adverse effect on the
Company's business, results of operations, and financial condition.

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

RISKS ASSOCIATED WITH ACQUISITIONS.

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

ITEM 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

In May 2003 the Registrant issued 2,500,000 shares to a consultant for
services.  These issuances were considered exempt under Section 4(2) of
the Securities Act of 1933.

In June 2003 the Registrant issued 140,000 shares to consultants for
services.  These issuances were considered exempt under Section 4(2) of
the Securities Act of 1933.

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

None

Reports on Form 8-K filed during the three months ended July 31, 2002

None.

                                   SIGNATURES

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


                                       Global Diversified Industries, Inc

Date:  September 22, 2003              by: /s/ Phillip Hamilton
                                       Phillip Hamilton, President

Exhibit No.     Description

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                     CERTIFICATIONS

I, Phillip Hamilton, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Global
Diversified Industries, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:  September 22, 2003

/s/ Phillip Hamilton
Phillip Hamilton, CEO

                                     CERTIFICATIONS

I, Adam Debard, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Global
Diversified Industries, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:  September 22, 2003

/s/ Adam Debard
Adam Debard, CFO

                                     Exhibit 99.1

In connection with the Annual Report of Global Diversified Industries
(the "Company") on Form 10-QSB for the period ending July 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Phil Hamilton, President, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act, that:

The Report fully complies with Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

The Information contained in the Report fairly represents, in all
material aspects, the financial condition and result of operations of
the Company.


By: /s/  Phil Hamilton
Phil Hamilton, President

                                     Exhibit 99.2

In connection with the Annual Report of Global Diversified Industries
(the "Company") on Form 10-QSB for the period ending July 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Adam Debard, Treasurer, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act, that:

The Report fully complies with Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

The Information contained in the Report fairly represents, in all
material aspects, the financial condition and result of operations on
the Company.


By: /s/Adam Debard
Adam Debard, Treasurer