**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, 2005**








**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:**


**143,430,819****shares of Common Stock ($.001 par value) as of September
      15,
      2005.**





**Transitional
      small business disclosure format: Yes No X**













**TABLE
      OF CONTENTS**








**PART
      I: FINANCIAL INFORMATION**





**ITEM
      I: FINANCIAL STATEMENTS (UNAUDITED)**





**CONDENSED
      CONSOLIDATED BALANCE SHEETS:**


**JULY
      31, 2005 AND APRIL 30, 2005**





**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS:**


**FOR
      THE THREE MONTHS ENDED JULY 31, 2005 AND 2004**





**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS:**


**FOR
      THE THREE MONTHS ENDED JULY 31, 2005 AND 2004**





**NOTES
      TO UNAUDITED CONSOLIDATED FINANCIAL INFORMATION:**


**JULY
      31, 2005**





**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**













**ITEM
      I. FINANCIAL STATEMENTS (UNAUDITED)**





**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





(Unaudited)July
                31, 2005
            
            April
                30, 2005ASSETS:Current
                assets:Cash
                and cash equivalents
            
            $
            815,839
            
            $
            446,082Accounts
                receivable, net of allowance for doubtful accounts of $19,590 at
                July 31,
                2005
              and
                April 30, 2005, respectively
            
            
            2,692,331
            
            
            1,632,395Inventories
            
            
            2,894,663
            
            
            2,523,693Advance
                to employees
            
            
            74,835
            
            
            49,993Deferred
              tax asset (Note H)
            
            
            8,000
            
            
            78,000Prepaid
              expenses
            
            
            20,503
            
            
            55,548Total
                current assets
            
            
            6,506,171
            
            $
            4,785,711Property,
                plant and equipment:Property,
                plant and equipment, at cost
            
            
            2,397,939
            
            
            2,274,882Less:
                Accumulated depreciation
            
            
            (637,088
            )
            
            (584,716
            )Total
                property, plant and equipment, net
            
            
            1,760,851
            
            
            1,690,166Other
                assets:Deposit
                and others
            
            
            30,279
            
            
            35,579Non
                Current deferred tax asset (Note H)
            
            
            13,000
            
            
            -Intellectual
                Properties , net of accumulated amortization of $77,392 and $61,407
                at
                July 31, 2005
              and
                April 30, 2005, respectively (Note F)
            
            
            955,191
            
            
            955,757Total
                other assets
            
            
            998,470
            
            
            991,336Total
                Assets
            
            $
            9,265,492
            
            $
            7,467,213





See
      accompanying notes to the unaudited condensed consolidated financial
      information








1




**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS (Continued)**





(Unaudited)July
                31, 2005
            
            April
                30, 2005LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            1,541,076
            
            $
            988,435Deferred
                revenue
            
            
            107,477
            
            
            71,228Notes
                payable to related parties, current portion (Note B)
            
            
            149,000
            
            
            149,000Notes
                payable, current portion (Note B)
            
            
            2,361,629
            
            
            1,520,369Total
                current liabilities
            
            
            4,159,182
            
            
            2,729,032**Long-term
              liabilities**:Deferred
                tax liability
            
            
            -
            
            
            57,000Notes
              payable, long term portion, net of debt
              discount (Note B)
            
            
            168,572
            
            
            154,167Notes
              payable to related parties, long-term portion (Note B)
            
            
            588,815
            
            
            588,815Total
              long-term liabilities
            
            
            757,387
            
            
            799,982Commitment
                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, 2005 and April 30, 2005 (Note
                C)
            
            
            667
            
            
            667Common
                stock, par value $ .001 per share; 400,000,000 shares authorized;
                139,962,564and
              138,615,314
                shares issued and outstanding at July 31, 2005 and April 30, 2004,
                respectively (Note C)
            
            
            139,962
            
            
            138,615Additional
                paid-in capital
            
            
            4,650,298
            
            
            4,527,475Preferred
                stock subscription
            
            
            733,374
            
            
            733,374Common
                stock subscription
            
            
            1,616,600
            
            
            1,679,100Treasury
                stock (Note C)
            
            
            (50
            )
            
            (50
            )Accumulated
                deficit
            
            
            (2,791,928
            )
            
            (3,140,982
            )Total
                stockholders' equity
            
            
            4,348,923
            
            
            3,938,199Total
                liabilities and stockholders' equity
            
            $
            9,265,492
            
            $
            7,467,213





See
      accompanying notes to the unaudited condensed consolidated financial
      information








2





**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(UNAUDITED)**





For
                The Three Months Ended July 31,2005
            
            2004(As
                restated -Note
                G)Revenues
            
            $
            4,940,023
            
            $
            1,936,362Cost
                of goods sold
            
            
            3,581,301
            
            
            1,279,729Gross
                profit
            
            
            1,358,722
            
            
            656,633Operating
                expenses:Selling,
                general and administrative expenses
            
            
            817,728
            
            
            489,044Depreciation
                and amortization
            
            
            68,357
            
            
            58,369Total
                operating expense
            
            
            886,085
            
            
            547,413Income
                from operations
            
            
            472,637
            
            
            109,220Interest
                (expense), net
            
            
            (122,783
            )
            
            (26,471
            )Income
                before provision for income taxes
            
            
            349,854
            
            
            82,749Provision
                for income taxes (Note H)
            
            
            (800
            )
            
            -Net
                income
            
            $
            349,054
            
            $
            82,749Earnings
                per common share:Basic
            
            $
            0.00
            
            $
            0.00Diluted
            
            $
            0.00
            
            $
            0.00Weighted
                average shares outstanding:Basic
            
            
            138,922,838
            
            
            133,866,290Diluted
            
            
            149,047,842
            
            
            143,805,688








See
      accompanying notes to the unaudited condensed consolidated financial
      information








3




**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**





For
                the Three months ended July 31,2005
            
            2004Cash
                flows from operating activities:Net
                income from operations
            
            $
            349,054
            
            $
            82,749Adjustment
                to reconcile net income to net cash:Depreciation
                and amortization
            
            
            68,357
            
            
            58,369Common
                stock issued in exchange for services rendered (Note C)
            
            
            11,670
            
            
            44,000Amortization
                of debt discount (Note B)
            
            
            14,405
            
            
            -Common
                stock issued in exchange for compensation
            
            
            -
            
            
            60,175Change
                in assets and liabilities:(Increase)/decrease
                in accounts receivable
            
            
            (1,059,936
            )
            
            (952,322
            )(Increase)/decrease
                in inventory
            
            
            (370,970
            )
            
            (294,724
            )(Increase)/decrease
                in prepaid expense and others
            
            
            40,345
            
            
            6,377(Increase)/decrease
                in employee advances
            
            
            (24,842
            )
            
            (32,443
            )Increase/(decrease)
                in accounts payable and accrued liabilities
            
            
            552,641
            
            
            287,389Increase/(decrease)
                in deferred revenue
            
            
            36,249
            
            
            (107,735
            )Net
                cash (used in) operating activities:
            
            
            (383,027
            )
            
            (848,165
            )Cash
                flows from investing activities:Capital
                expenditure
            
            
            (138,476
            )
            
            (41,357
            )Net
                cash (used in) investing activities
            
            
            (138,476
            )
            
            (41,357
            )Cash
                flows from financing activities:Proceeds
                from sale of common stock and stock subscription, net of costs and
                fees
                (Note C)
            
            
            50,000
            
            
            65,745Proceeds
                from notes payable, net of repayments
            
            
            841,260
            
            
            300,456Proceeds
                from note payable to related parties, net of repayments
            
            
            -
            
            
            (110,000
            )Net
                cash provided by financing activities
            
            
            891,260
            
            
            256,201Net
                increase in cash and cash equivalents
            
            
            369,757
            
            
            (633,321
            )Cash
                and cash equivalents at beginning of period
            
            
            446,082
            
            
            693,194Cash
                and cash equivalents at end of period
            
            $
            815,839
            
            $
            59,873Supplemental
                Disclosures of Cash Flow Information:Cash
                paid during the period for interest
            
            $
            114,587
            
            $
            19,934Cash
                paid during the period for income taxes
            
            
            -
            
            
            -Common
                stock issued to consultants for services rendered
            
            
            11,670
            
            
            44,000Common
                stock issued for employees for compensation
            
            
            -
            
            
            60,175Common
                stock issued in exchange for prepaid service fees
            
            
            -
            
            
            11,000Amortization
                of debt discount-beneficial conversion (Note B)
            
            
            14,405
            
            
            -Common
                stock issued in exchange for engineering plans
            
            
            -
            
            
            22,800





See
      accompanying notes to the unaudited condensed consolidated financial
      information








4





**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**JULY
      31, 2005**


**(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, 2005,
      are
      not necessarily indicative of the results that may be expected for the year
      ended April 30, 2006. The unaudited condensed consolidated financial statements
      should be read in conjunction with the consolidated April 30, 2005 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.





Revenue
      Recognition





For
      revenue from product/contract sales, the Company recognizes revenue in
      accordance with Staff Accounting Bulletin No. 104, *Revenue
      Recognition* (“SAB104”), which superceded Staff Accounting Bulletin No. 101, *Revenue
      Recognition in Financial Statements* (“SAB101”). SAB 101 requires that four basic criteria must be met before revenue
      can be recognized: (1) persuasive evidence of an arrangement exists; (2)
      delivery has occurred; (3) the selling price is fixed and determinable; and
      (4)
      collectibility is reasonably assured. Determination of criteria (3) and (4)
      are
      based on management’s judgments regarding the fixed nature of the selling prices
      of the products delivered and the collectibility of those amounts. Provisions
      for discounts and rebates to customers, estimated returns and allowances, and
      other adjustments are provided for in the same period the related sales are
      recorded. The Company defers any revenue for which the product has not been
      delivered or is subject to refund until such time that the Company and the
      customer jointly determine that the product has been delivered or no refund
      will
      be required. Deferred revenues as of April 30, 2005 and 2004 are $71,228 and
      $143,067, respectively. SAB 104 incorporates Emerging Issues Task Force 00-21
      (“EITF 00-21”), *Multiple-Deliverable
      Revenue Arrangements.* EITF
      00-21 addresses accounting for arrangements that may involve the delivery or
      performance of multiple products, services and/or rights to use assets. The
      effect of implementing EITF 00-21 on the Company's consolidated financial
      position and results of operations was not significant.





The
      Company recognizes revenue when persuasive evidence of an arrangement exists,
      the price to the customer is fixed, collectibility is reasonably assured and
      title and risk of ownership is passed to the customer, which is usually upon
      shipment.  However, in limited circumstances, certain customers
      traditionally have requested to take title and risk of ownership prior to
      shipment.  Revenue for these transactions is recognized only
      when:





5




**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**JULY
      31, 2005**


**(Unaudited)**





**NOTE
      A - SUMMARY OF ACCOUNTING POLICIES**





Revenue
      Recognition (Continued)




(1)
            Title
                and risk of ownership have passed to the
                customer;


(2)
            The
                Company has obtained a written fixed purchase commitment;


(3)
            The
                customer has requested in writing the transaction be on a bill and
                hold
                basis;


(4)
            The
                customer has provided a delivery
                schedule;


(5)
            All
                performance obligations related to the sale have been
                completed;


(6)
            The
                modular unit has been processed to the customer’s specifications, accepted
                by the customer and made ready for shipment;
                and


(7)
            The
                modular unit is segregated and is not available to fill other
                orders.





The
      remittance terms for these “bill and hold” transactions are consistent with all
      other sales by the Company.





Currently,
      there are no warranties provided with the purchase of the Company’s products.
      The cost of replacing defective products and product returns have been
      immaterial and within management’s expectations. In the future, when the company
      deems warranty reserves are appropriate that such costs will be accrued to
      reflect anticipated warranty costs.




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, 2005 and
      2004
      and has adopted 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, 2005.







6




**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**JULY
      31, 2005**


**(Unaudited)**





**NOTE
      B - NOTES PAYABLE**




A
      summary
      of notes payable at July 31, 2005 and April 30, 2005 is as follows:




July
                31, 2005
            
            April
                30, 2005Note
                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)
            
            $
            389,465
            
            $
            389,465Note
                payable to Company shareholders in monthly installments of interest
                only
                at 8.0% per annum; unsecured. The Company amended the note with the
                shareholder in May 2005, extending the maturity date to May 31, 2006.
                Noteholder has the option to convert the principal balance of the
                loan to
                the Company’s preferred stock.
            
            
            8,500
            
            
            8,500Note
                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
            
            
            199,350Note
                payable to Company shareholders in monthly installments of interest
                only
                at 5.0% per annum; unsecured. The Company amended the note with the
                shareholder in May 2005, extending the maturity date to May 31, 2006.
                (a)
            
            
            6,000
            
            
            6,000Note
                payable in 24 installments beginning February 28, 2005 with interest
                at 6%
                per annum, unsecured, maturity date February 1, 2007
            
            
            3,775
            
            
            16,104Note
                payable in 24 monthly installments beginning January 28, 2005, with
                interest at 8% per annum; unsecured; maturity date is in December
                2006.
                (b)
            
            
            49,251
            
            
            56,961Note
                payable to Company shareholder in monthly installments of interest
                only at
                8% per annum, unsecured, maturity date is on January 31,
                2006.
            
            
            131,000
            
            
            131,000Note
                payable revolving agreement secured by receivable and property with
                interest and administrative fees payable monthly; interest rate is
                at
                2.75% per annum over and above the Prime Rate or Deemed Prime Rate
                whichever is higher; maturity Date is on November 1, 2005.maximum
                borrowing capacity of $2,500,000.
            
            
            2,108,603
            
            
            1,147,304Note
              payable to Company shareholder in monthly installments of interest
              only at
              10% per annum, unsecured, maturity date is October 2005. (a)
            
            
            3,500
            
            
            3,500Note
                payable, net of debt discount o f $31,428, in 3 installments, the
                first on
                May 2, 2005 for $100,000, the second on January 25, 2006 for $200,000,
                principal only, and the third on January 25, 2007, for $200,000 principal
                plus accrued interest at 5% per annum; unsecured; the lender has
                an option
                in lieu of receiving $200,000 in principal to receive five million
                shares
                of the company’s unregistered common stock. (c)
            
            
            368,572
            
            
            454,1673,268,016
            
            
            2,412,351Less:
                current portion
            
            
            (2,510,629
            )
            
            (1,669,369
            )Total
                - notes payable - long term
            
            $
            757,387
            
            $
            742,982





(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.








7




**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**JULY
      31, 2005**


**(Unaudited)**





**NOTE
      B - NOTES PAYABLE (Continued)**




(b)
      Original note agreement was entered into in September 2003, in 24 monthly
      installments beginning October 15, 2003, with interest at 6% per annum;
      unsecured; maturity date is October 2005. The Company was in default under
      the
      terms of the note agreement. On December 28, 2004, the Company and the
      noteholder entered into an updated Promissory Note Agreement (“Updated
      Agreement”). Pursuant to the Updated Agreement, the principal amount together
      with interest accrued at 8% per annum are payable in 24 monthly installments
      beginning January 28, 2005. The Company also transferred into an escrow account
      an aggregate of 3,223,421 shares of its restricted common stock as collateral
      for this note. If the note is in default after one year or any time thereafter,
      the noteholder has the option to cash in the restricted stock to pay off the
      balance of the note plus any unpaid interest and penalties. The
      3,223,421 shares of common stock were held in escrow so as not be considered
      outstanding unless the Company is in default. As of July 31, 2005, the Company
      was in compliance with the terms of the Update Agreement.





(c)
      The
      Company granted the noteholder an option to convert the second installment
      of
      $200,000 of principal to five million shares of the company’s unregistered
      common stock at maturity date. 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 $250,000. The Company recognized an imbedded
      beneficial conversion feature present in the convertible note. The Company
      recognized and measured an aggregate of $50,000 of the proceeds, which is equal
      to the intrinsic value of the imbedded beneficial conversion feature, to
      additional paid in capital and a discount against the convertible portion of
      the
      note. The debt discount attributed to the beneficial conversion feature is
      amortized over the maturity period (two years) as interest expense. During
      the
      period ended July 31, 2005, the Company paid down principal in the amount of
      $100,000. Accordingly, $9,167 of debt discount in connection with the repaid
      portion of the note was charged to operations. The Company also amortized the
      remaining debt discount attributed to the beneficial conversion feature and
      recorded non-cash interest expense of $5,238 during the period ended July 31,
      2005.





**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, 2005 and April 30, 2005,
      the
      Company has issued and outstanding 666,667 shares of Series A preferred stock.
      The Company has 139,962,564 and 138,615,314 shares of common stock issued and
      outstanding at July 31, 2005 and April 30, 2005, respectively. The Company
      has
      50,000 shares of treasury stock at July 31, 2005 and April 30,
      2005.





During
      the three months period ended July 31, 2005, the Company issued 97,250 shares
      of
      common stock to a consultant in exchange for $11,670 of services 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.
      Additionally, the Company received $50,000 of cash, net of costs and fees for
      277,778 shares of common stock subscribed. As of July 31, 2005 the common shares
      subscribed have not been issued and the Company has accounted for these shares
      to be issued as common stock subscription payable. The Company also issued
      1,250,000 of its commons stock, valued at $112,500, to Langley Park Investments
      PLC (“Langley”) pursuant to an agreement the Company and Langley entered into in
      April 2005. These shares were accounted for in the prior year ending April
      30,
      2005, as common stock subscription payable.








8




**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**JULY
      31, 2005**


**(Unaudited)**





**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.




Options
                  Outstanding
              
              Options
                  ExercisableExercise
                  Prices
              
              Number
                Outstanding
              
              Weighted
                  Average
                Remaining
                  Contractual
                Life
                  (Years)
              
              Weighed
                Average
                Exercise
                  Price
              
              Number
                Exercisable
              
              Weighted
                Average
                Exercise
                  Price$
                  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
              
              $
                  0.055,500,000
              
              0.84
              
              1.40
              
              5,500,000
              
              $
                  1.40





Transactions
      involving options are summarized as follows:





Number
                of Shares
            
            Weighted
                Average
              Price
                Per ShareOutstanding
                at April 30, 2003
            
            
            1,500,000
            
            $
            5.00Granted
            
            
            4,000,000
            
            
            0.05Exercised
            
            
            -
            
            
            -Canceled
                or expired
            
            
            -
            
            
            -Outstanding
                at April 30, 2004
            
            
            5,500,000
            
            $
            1.40Granted
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Canceled
                or expired
            
            
            -
            
            
            -Outstanding
                at April 30, 2005
            
            
            5,500,000
            
            $
            1.40


Granted
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Canceled
                or expired
            
            
            -
            
            
            -Outstanding
                at July 31, 2005
            
            
            5,500,000
            
            $
            1.40





During
      the period ended July 31, 2005 and 2004, 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, 2005 and 2004. The
      4,000,000 warrants granted during the year ended April 30, 2004 had an original
      expiration date on January 25, 2005 and was extended to January 31,
      2006.





Non-Compensatory
      Warrants





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




Warrants
                Outstanding
            
            Warrants ExercisableExercise
                Prices
            
            Number
              Outstanding
            
            Weighted
                Average
              Remaining
                Contractual
              Life
                (Years)
            
            Weighed
              Average
              Exercise
                Price
            
            Number
              Exercisable
            
            Weighted
              Average
              Exercise
                Price$
                0.03
            
            1,500,000
            
            0.50
            
            $
                0.03
            
            1,500,000
            
            $
                0.03







9





**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**July
      31, 2005**


**(Unaudited)**





**NOTE
      D - STOCK OPTIONS AND WARRANTS (Continued)**





Non-Compensatory
      Warrants (Continued)





Transactions
      involving warrants are summarized as follows:





Number
                of Shares
            
            Weighted
                Average
              Price
                Per ShareOutstanding
                at April 30, 2003
            
            
            1,500,000
            
            $
            0.03Granted
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Canceled
                or expired
            
            
            -
            
            
            -Outstanding
                at April 30, 2004
            
            
            1,500,000
            
            $
            0.03Granted
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Canceled
                or expired
            
            
            -
            
            
            -Outstanding
                at April 30, 2005
            
            
            1,500,000
            
            $
            0.03


Granted
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Canceled
                or expired
            
            
            -
            
            
            -Outstanding
                at July 31, 2005
            
            
            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, 2005 and was extended to July 31,
      2006.




**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.





There
      are
      no stock options issued and outstanding during the three months period ended
      July 31, 2005.








10




**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**JULY
      31, 2005**


**(Unaudited)**





**NOTE
      F- ACQUISITION OF INTANGIBLE ASSETS**





The
      Company has adopted SFAS No. 142, Goodwill and Other Intangible Assets, whereby
      the Company periodically test its intangible assets for impairment. On an annual
      basis, and when there is reason to suspect that their values have been
      diminished or impaired, these assets are tested for impairment, and write-downs
      will be included in results from operations.





On
      March
      11, 2005, the Company acquired certain intellectual properties from Impact
      Modular Leasing (“Impact”) through an Asset Purchase Agreement (“Agreement”).
      Impact had acquired the assets from a bankruptcy auction of Aurora Modular
      Industries, Inc. As consideration, the Company issued to Impact a secured
      promissory note (the “Note”) for Five Hundred Thousand Dollars ($500,000)
      bearing interest at five (5) percent per annum. The total purchase price was
      allocated to the assets acquired as follows:





Trade
                name
            
            $
            350,000Building
                engineering and architectural plans
            
            
            150,000Total
            
            $
            500,000





The
      trade
      name acquired is considered to have an undeterminable life, and as such will
      not
      be amortized. Instead, the trade name is tested annually for impairment, with
      any impairment charged against earnings in the Company’s consolidated statement
      of earnings. The building engineering and architectural plans acquired have
      estimated useful lives of ten years.





Total
      identifiable intangible assets acquired and their carrying value at April 30,
      2005 are:





Gross
              Carrying
              Amount
            
            Accumulated
                Amortization
            
            Net
            
            Residual
              Value
            
            Weighted
              Average
              Amortization
              Period
                (Years)Amortized
                Identifiable Intangible Assets:Building
                engineering and architectural plans
            
            $
            667,164
            
            $
            (61,407
            )
            $
            605,757
            
            $
            -
            
            
            10.0Total
                Amortized Identifiable Intangible Assets
            
            
            667,164
            
            $
            (61,407
            )
            $
            605,757
            
            $
            -
            
            
            10.0Unamortized
                Identifiable Intangible Assets:Trade
                Name
            
            
            350,000
            
            
            -
            
            
            350,000
            
            
            350,000Total
                Amortized Identifiable Intangible Assets
            
            
            350,000
            
            
            -
            
            
            350,000
            
            
            350,000Total
            
            $
            1,017,164
            
            $
            (61,407
            )
            $
            955,757
            
            $
            350,000








11




**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**JULY
      31, 2005**


**(Unaudited)**





**NOTE
      F- ACQUISITION OF INTANGIBLE ASSETS (Continued)**





Total
      identifiable intangible assets acquired and their carrying value at July 31,
      2005 are:





Gross
              Carrying
              Amount
            
            Accumulated
                Amortization
            
            Net
            
            Residual
              Value
            
            Weighted
              Average
              Amortization
              Period
                (Years)Amortized
                Identifiable Intangible Assets:Building
                engineering and architectural plans
            
            $
            682,583
            
            $
            (77,392
            )
            $
            605,191
            
            $
            -
            
            
            10.0Total
                Amortized Identifiable Intangible Assets
            
            
            682,583
            
            
            77,392
            )
            
            605,191
            
            $
            -
            
            
            10.0Unamortized
                Identifiable Intangible Assets:Trade
                Name
            
            
            350,000
            
            
            -
            
            
            350,000
            
            
            350,000Total
                Amortized Identifiable Intangible Assets
            
            
            350,000
            
            
            -
            
            
            350,000
            
            
            350,000Total
            
            $
            1,032,583
            
            $
            (77,392
            )
            $
            955,191
            
            $
            350,000





Total
      amortization expense charged to operations for the three months period ended
      July 31, 2005 and 2004 were $15,985 and $11,567, respectively.





Estimated
      amortization expense as of July 31, 2005 is as follows:





2006
            
            $
            68,0562007
            
            
            68,0562008
            
            
            68,0562009
            
            
            68,0562010
                and after
            
            
            332,967Total
            
            $
            605,191





**NOTE
      G - RESTATEMENT OF FINANCIAL STATEMENTS**





The
      Company has restated its condensed consolidated statement of operations for
      the
      period ended July 31, 2004 to correct the following errors in the financial
      statements previously filed.





§
            
            The
                Company erroneously recorded as revenues the value of its work-in-process
                and finished goods inventories as of July 31, 2004.





The
      net
      effect of the correction of this error was to:





§
            
            Decrease
                the Company’s reported revenues for the period ended July 31, 2004 by
                $169,483 from $2,105,845 to
                $1,936,362.





§
            
            Decrease
                the Company’s reported cost of sales for the period ended July 31, 2004 by
                $169,483 from $1,449,212 to
                $1,279,729.








12




**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**JULY
      31, 2005**


**(Unaudited)**





**NOTE
      G - RESTATEMENT OF FINANCIAL STATEMENTS (Continued)**





The
      correction of the error has resulted in no change in the Company’s reported
      Condensed Consolidated Balance Sheet as of July 31, 2004 and Condensed
      Consolidated Statement of Cash Flows for the period ended July 31, 2004.
      However, the restatement did affect the individual components of the Company’s
      revenues and cost of sales as reported on its Condensed Consolidated Statement
      of Operations for the period ended July 31, 2004.





Following
      are reconciliations of the Company’s restatement of the Condensed Consolidated
      Statement of Operations for the periods ended July 31, 2004.





Quarter
                Ended July 31, 2004(As
                Restated)
            
            (As
                Reported)Revenues
            
            $
            1,936,362
            
            $
            2,105,845Cost
                of Goods Sold
            
            
            1,279,729
            
            
            1,449,212Gross
                Profit
            
            
            656,633
            
            
            656,633Operating
                Expenses:Selling,
                General & Administrative
            
            
            489,044
            
            
            489,044Depreciation
                and Amortization
            
            
            58,369
            
            
            58,369Total
                Operating expenses
            
            
            547,413
            
            
            547,413Income
                from Operations
            
            
            109,220
            
            
            109,220Interest
                Expense, net
            
            
            (26,471
            )
            
            (26,471
            )Income
                Taxes Provision
            
            
            -
            
            
            -Net
                Income
            
            $
            82,749
            
            $
            82,749Earnings
                per common share (basic and diluted)
            
            $
            0.00
            
            $
            0.00








**NOTE
      H - INCOME TAXES**





Deferred
      income taxes result from the temporary differences arising from the use of
      accelerated depreciation methods for income tax purposes and the straight-line
      method for financial statement purposes, from differences in the timing of
      recognition of the state income tax provision for book and tax reporting
      purposes, from the use of the reserve method of uncollectible receivables
      financial statement purposes while the direct write-off method is used for
      tax
      purposes, and an accumulation of Net Operating Loss carryforwards for income
      tax
      purposes with a fully reserved valuation allowance against the carryforwards
      for
      book purposes. ****





In
      assessing the realizability of deferred tax assets, management considers whether
      it is more likely than not that some portion or all of the deferred tax assets
      will not be realized. Included in deferred tax assets are State net operating
      loss carryforwards of $1,664,109, which will expire in 2024, and a Federal
      net
      operating loss carryforward of $1,664,109, which will expire before 2023. The
      ultimate realization of deferred tax assets is dependent upon the generation
      of
      future taxable income during the periods in which those temporary differences
      become deductible. Management considers the scheduled reversal of deferred
      tax
      liabilities, projected future taxable income, and tax planning strategies in
      making this assessment. Based upon our cumulative losses through July 31, 2005,
      we have provided a valuation allowance reducing the net realizable benefits
      of
      these deductible differences to $160,588 at July 31, 2005. The net change in
      the
      valuation allowance from July 31, 2004 was a decrease of $510,442. The amount
      of
      the deferred tax asset considered realizable could change in the near term
      if
      projected future taxable income is realized. . Due to significant changes
      in the Company's ownership, the Company's future use of its existing net
      operating losses may be limited.







13




**GLOBAL
      DIVERSIFIED INDUSTRIES, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**JULY
      31, 2005**


**(Unaudited)**





**NOTE
      H - INCOME TAXES (Continued)**





The
      income tax provision for the three months ended July 31, 2005 and 2004 consists
      of the following:





**2005**
            
            **2004**CurrentFederal
            
            $
            --
            
            $
            --State
            
            
            800
            
            
            800800
            
            
            800DeferredFederal
            
            
            --
            
            
            (800
            )State
            
            
            --
            
            
            ----
            
            
            (800
            )$
            800
            
            $
            --





A
      reconciliation between the actual income tax expense and income taxes computed
      by applying the statutory Federal and state income tax rates to income from
      continuing operations before income taxes is as follows:





**2005**
            
            **2004**Computed
                “expected” income tax expense atapproximately
                40%
            
            $
            140,000
            
            $
            28,200Change
                in valuation allowances of deferred income taxes
            
            
            (139,200
            )
            
            (28,200
            )$
            800
            
            $
            --





Deferred
      income taxes reflect the net tax effects of temporary differences between the
      carrying amounts of assets and liabilities for financial reporting purposes
      and
      the amounts used for income tax purposes. Significant components of our deferred
      tax assets and liabilities as of July 31, 2005 and 2004 are as
      follows:





**2005**
            
            **2004**Deferred
                tax assets:Federal
                and state net operating loss
            
            $
            699,000
            
            $
            656,600Allowance
                and accruals not recognized for income tax purposes
            
            
            8,000
            
            
            -Total
                gross deferred tax assets
            
            
            707,000
            
            
            656,600Less
                : Valuation allowance
            
            
            (631,000
            )
            
            (656,600
            )Net
                deferred tax assets
            
            $
            76,000
            
            $
            -Deferred
                tax liabilities:Total
                gross deferred tax liabilities:Depreciation
                and amortization, net
            
            
            (54,000
            )
            
            -Deferred
                state tax liability
            
            
            (1,000
            )
            
            -Total
                net deferred tax liabilities
            
            $
            (55,000
            )
            $
            -Total
                deferred income taxes
            
            $
            21,000
            
            $
            -





These
      amounts have been presented in the consolidated balance sheets as
      follows:





**2005**
            
            **2004**Current
                deferred tax asset
            
            $
            8,000
            
            $
            -Non
                current deferred tax asset
            
            
            13,000
            
            
            -Total
                net deferred tax asset
            
            $
            21,000
            
            $
            -





14




**ITEM
        2.**  **MANAGEMENT’S
        DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
        FOR THE
        THREE AND NINE MONTHS ENDED JANUARY 31, 2005**
 
 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. Global Modular’s 100,000 square foot factory is located on sixteen
        acres adjacent to the municipal airport at Chowchilla, California. The
        manufacturing facility has the capacity to produce approximately $50,000,000
        of
        revenue per year. 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, and designs used specifically for permanent
        modular construction, i.e., complete schools, wing additions, etc. Global
        Modular’s capabilities include single-story “slab-on-grade” construction, where
        a concrete slab is poured on site, which also serves as the floor. The
        structures are built in our factory and shipped to the site for installation
        on
        the concrete slab. The modular division has recently secured rights to
        state-of-the-art two-story designs recently owned by Aurora Modular Industries,
        Inc. All of Global Modulars’ portable/modular 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. Global Modular has
        recently received assignment of a second piggyback contract from a Southern
        California school district. This piggyback contract includes all appropriate
        pricing parameters pertinent to Global’s “permanent modular construction”
        designs. Global Modulars’ two piggyback contracts provides them the flexibility
        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.
 
 15
 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 hundreds
        of
        students. The two-story design is 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. Since the recent acquisition of Aurora Modular
        Industries intellectual property; the promotion of single-story slab-on-grade
        and two-story designs will be the main focus of our sales team during the
        next
        several years. Global Modular now possesses adequate DSA approved designs
        that
        can meet virtually any type configuration and aesthetic alternatives a school
        district may desire.
 
 During
        the remainder of 2005, 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 classroom
        manufacturing industry has become more successful. In an effort to keep up
        with
        demand for additional classroom space, modular manufactures are expecting
        increased production backlogs throughout the remainder of 2005 and into
        2006.
 
 The
        following Management Discussion and Analysis should be read in conjunction
        with
        the financial statements and accompanying notes included in this Form
        10-QSB.
 
 **COMPARISON
        OF THE THREE MONTHS ENDED July 31, 2005 TO THE THREE MONTHS ENDED July 31,
        2004**
 
 **Results
        of Operations**
  Revenues
        from the sale of our modular structures were $4,940,023 in the quarter ended
        July 31, 2005 as compared to $1,936,362 in the quarter ended July 31, 2004,
        an
        increase of $3,003,661, or 156 %. The increase is attributed to the Company
        entering into a major contract with a school district in Southern California.
        The school district wanted to use the Aurora building designs, which the
        Company
        acquired during the fourth quarter of fiscal 2005. The intellectual properties
        acquired from Aurora , provides Global Modular with a complete line of new
        products.
 
 Cost
        of
        revenues during the three months ended July 31, 2005 was $3,581,301, or 72.5%
        of
        sales as compared to $1,279,729, or 66.1% of sales for the quarter ended
        July
        31, 2004. Gross profit was $1,358,722 and $656,633, respectively for the
        quarters ended July 31, 2005 and 2004. The cost of revenue increased due
        to the
        increased sales generated by the products offered from the purchase of the
        Aurora intellectual property.
 
 Total
        operating expenses for the quarter ended July 31, 2005 were $886,085, an
        increase of $338,672, or 61.8%, as compared to $547,413 in the quarter ended
        July 31, 2004. The increase is mainly attributable to the Company incurring
        added general expenses in connection with the increased manufacturing of
        our
        modular structures generated from the contract with a school district in
        Southern California.
 
  **Liquidity
        and Capital Resources**
  As
        of
        July 31, 2005, the Company had a working capital surplus of $2,346,989 and
        a net
        income from operations of $472,673 The Company generated a deficit in cash
        flow
        from operations of $383,027 for the three-month period ended July 31, 2005.
        The
        deficit in cash flow from operating activities for the period is primarily
        attributable to the Company's net income adjusted for common stock issued
        in
        exchange for services of $11,670, amortization of debt discount of $14,405,
        depreciation and amortization of $68,357, an increase in accounts receivable
        of
        $1,059,936, an increase in inventory of $370,970, an increase in employee
        advances of $24,842, a decrease in other assets of $40,345, a increase in
        deferred revenue of $36,249, and an increase in accounts payable and accrued
        liabilities of $552,641 .
 
 Cash
        flows used in investing activities for the three-month period ended July
        31,
        2005 consisted of the acquisition of $138,476 of equipment and architectural
        plans used in operations.
 
 The
        Company met its cash requirements during the three months ended July 31,
        2005
        through proceeds from the issuance of debt of $841,260, net of repayments,
        and
        proceeds from common stock subscriptions of $50,000.
 
 16
 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.
 
 Inflation
 
 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.
 
 **Off-Balance
        Sheet Arrangements**
 
 We
        do not
        have any off-balance sheet arrangements.
  **Employees**
  As
        of
        July 31, 2005 the Company had 155 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, 2005 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.
 
 17
 **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.
 
 **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 15, 2005, there were
        approximately 143,430,819 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.
 
 18
 **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 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**
  None
        during this reporting period.
 
 **ITEM
        2.**  **UNREGISTERED
        SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**
 
 During
        the quarter ended July 31, 2005, the
        Company issued 97,250 shares of common stock to a consultant in exchange
        for
        $11,670 of services fees, and 1,250,000 shares of commons stock, valued at
        $112,500, to Langley Park Investments PLC (“Langley”) pursuant to an agreement
        the Company and Langley entered into in April 2005. These
        transactions were exempt from registration pursuant to 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**
  
 **ITEM
        6.**  **EXHIBITS**
 
 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 theSarbanes-Oxley
                  Act of 2002.
 32.2
                Certification of E. Adam DeBard Pursuant to
                  Section 906
                  of theSarbanes-Oxley
                  Act of 2002.
 
 19
 **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, 2005
              By:
              /s/ Phillip
                HamiltonPresident
                and Chief Executive Officer
                (Principal
                  Executive Officer)
 Date: September
                  15, 2005
                By:
                /s/ Adam
                  DeBardChief
                  Operating Officer (Principal
                  Accounting
                    and Financial Officer)










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