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 October 31, 2003


                         Commission file number 333-83231


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

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

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

                            Telephone:  559-665-5800
             (Registrant's telephone number, including area code)

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

Yes X   No

     State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
122,711,445 shares of Common Stock ($.001 par value) as of December
10, 2003.

     Transitional small business disclosure format:  Yes   No  X

                                TABLE OF CONTENTS

PART I:  FINANCIAL INFORMATION

     ITEM I:  ITEM I:  FINANCIAL STATEMENTS (UNAUDITED)

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

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

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

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL INFORMATION:
              OCTOBER 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

ITEM I.  FINANCIAL STATEMENTS (UNAUDITED)

                         GLOBAL DIVERSIFIED INDUSTRIES, INC.
                       CONDENSED CONSOLIDATED BALANCE SHEETS

                                                    (Unaudited)     (Audited)
                                                     October 31,     April 30,
                                                        2003            2003
ASSETS:

Current assets:
Cash and cash equivalents                            $      8,395   $   14,097
Accounts receivable, net of allowance for doubtful
accounts of $89,990 at October  31, 2003 and April
30, 2003                                                  766,153       13,979
Inventory                                               1,159,039      715,692
Prepaid expenses and others                                26,681        6,000
Total current assets                                    1,960,268      749,768

Property, plant and equipment, at cost                  1,681,478    1,603,264
Less: Accumulated depreciation                            300,148      223,460
                                                        1,381,330    1,379,804

Other assets:
Deposit and others                                         18,263       20,902
Engineering and architectural
plans, net of accumulated
amortization of $14,769 and
$1,026 at October 31, 2003
and April 30, 2003, respectively                          317,557      233,337
                                                          335,820      254,239
                                                        3,677,418    2,383,811

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Cash disbursed in excess of available fund                 38,432        2,268
Accounts payable and accrued liabilities                  623,008      277,842
Notes payable to related parties                          566,465      413,465
Notes payable                                             967,378      308,289
Total current liabilities                               2,195,283    1,001,864

Commitments and contingencies                                   -            -

Stockholders' equity:
Series A Preferred stock, par
value $.001 per share;
10,000,000 shares authorized;
666,667 shares and none
issued and outstanding at
October 31,  2003 and April 30, 2002                         667           667
Common stock, par value $
..001 per share; 400,000,000
shares authorized;
122,711,445 and 112,343,945
shares issued and outstanding
at October  31, 2003 and
April 30, 2003, respectively                             122,711       112,344
Additional paid-in capital                             3,271,392     3,183,834
Preferred stock subscription                             433,374       433,374
Common stock subscription                                806,600       866,600
Accumulated deficit                                   (3,152,609)   (3,214,872)
Total stockholders' equity                             1,482,135     1,381,947
                                                       3,677,418     2,383,811

See accompanying notes to the unaudited condensed consolidated
financial information


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



<TABLE>
<CAPTION>
                                                     For the three months      For the six months
                                                       ended October 31,        ended October 31,
                                                     2003            2002      2003           2002
<S>                                                  <C>           <C>         <C>          <C>
Revenues                                             $ 1,712,571   $       -   $ 2,633,337  $      -
Cost of Goods Sold                                     1,092,138           -     1,669,083         -
Gross Profit                                             620,433           -       964,254         -

Operating Expenses:
General, Selling and Administrative                      451,442     155,192       729,106    196,583
Depreciation and Amortization                             46,165      25,789        90,432     82,248
Total Expense                                            497,607     180,981       819,538    278,831

Income/(Loss) from Operation                             122,826    (180,981)      144,716   (278,831)

Other Income (Expense)                                         -      35,000             -     35,000
Interest Income (Expense)                                (64,153)     (2,394)      (82,453)    (2,394)
Income Taxes                                                   -           -             -          -
Net Income/(Loss)                                         58,673    (148,375)       62,263   (246,225)

Loss per common share (basic and assuming dilution)         0.00       (0.00)         0.00      (0.00)
Weighted average shares                              121,120,374 109,443,891   117,809,710 109,443,891
</TABLE>


See accompanying notes to the unaudited condensed consolidated
financial information

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

                                                         For the six  months
                                                          ended October 31,
                                                         2003            2002

Cash flows from operating activities:
Net income (loss) from operations                        $  62,263   $(246,225)

Adjustment to reconcile net
income (loss) to net cash:
Depreciation and amortization                               90,432      82,248
Goodwill (expense)
Common stock issued in exchange
for services rendered                                       26,175           -
Common stock subscription in
exchange for reduction of debt                                   -     (35,000)

Change in assets and liabilities:
(Increase)/Decrease in accounts receivable                (752,174)          -
(Increase)/Decrease in inventory                          (443,347)          -
(Increase)/Decrease in prepaid expense and others          (18,042)   (119,778)
Increase/(Decrease) in cash disbursed in excess of
available fund                                              36,164      16,405
Increase/(Decrease) in accounts
payable and accrued expenses                               345,166      58,467
Net cash (used in) operating activities:                  (653,363)   (243,883)

Cash flows from investing activities:
Capital expenditure                                       (164,428)     (4,483)
Net cash (used in) investing activities                   (164,428)     (4,483)

Cash flows from financing activities:
Proceeds from (repayments of) notes payable                659,089           -
Proceeds from (repayments of) notes payable to related
parties                                                    153,000     247,765
Advances from related parties                                    -      (4,014)
Net cash provided by financing activities                  812,089     243,751

Net increase in cash and cash equivalents                   (5,702)     (4,615)
Cash and cash equivalents at beginning of period            14,097       4,615
Cash and cash equivalents at end of period                   8,395           -

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest                    52,860           -
Cash paid during the period for taxes                            -           -
Common stock issued in exchange for services rendered       26,175           -
Common stock issued in exchange
for intellectual property                                   11,750           -

See accompanying notes to the unaudited condensed consolidated
financial information

                        GLOBAL DIVERSIFIED INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                   OCTOBER 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 six-month period ended October 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 subsequent periods. The Company has no awards of stock-based
employee compensation issued and outstanding at October 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.  In
August 2003, the Company issued to MBS shareholders the 4,000,000
shares of common stock, which was recorded as common stock
subscription payable at the fair market value at the date of
acquisition as of April 30, 2003 (see Note C).

The following summarizes the acquisition of MBS:

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

NOTE C - CAPITAL STOCK

The Company is authorized to issue 10,000,000 shares of Series A
preferred stock with a par value of $.001 per share, and
400,000,000 shares of common stock with a par value of $.001 per
share. On February 3, 2003, the Company's Board of Directors
approved to change the conversion right of the Series A Preferred
Stock from a ratio of five common for one preferred share to ten
common for one preferred share.  As of October 31, 2003, the
Company has issued and outstanding 666,667 shares of Series A
preferred stock and 122,711,445 shares of common stock.

During the six months ended October 31, 2003, the Company issued an
aggregate of 5,017,500 shares of its common stock to consultants
for $26,175 of services rendered and charged to income during the
period ended October 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. Additionally, the Company issued an aggregate of
1,350,000 shares of common stock in exchange for $11,750 of
intellectual property. The Company also issued to MBS shareholders
an aggregate of 4,000,000 shares of common stock, valued at $60,000
at the date of acquisition, pursuant to the Agreement and Plan of
Exchange with MBS Construction (see Note B).

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.

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

Results of Operations

Total revenues increased to $1,712,571 in the quarter ended October
31, 2003 from no revenues in the second 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 October 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 $1,092,138 and  $ 0, respectively for the
quarters ended October 31, 2003 and 2002.  Gross profit was
$620,433 and $0, respectively for the quarters ended October 31,
2003 and 2002. This is due to the initiation  of operations of
Global Modular and MBS Construction during the quarter ended
October 31, 2003.

Total operating expenses increased to $497,607 in the quarter ended
October 31, 2003 from $180,981 in the second quarter of 2002.
This 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 $12,875 was paid with common stock of the Company.

Liquidity and Capital Resources

As of October 31, 2003, the Company had a working capital deficit
of $235,015. The Company generated a deficit in cash flow from
operations of $234,683 for the three-month period ended October 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 $ 58,673 adjusted for depreciation and amortization
of $ 46,165, equity-based compensation expense of $ 12,875, an
increase in accounts receivable of $35,262 , an increase in
inventory of $329,898 and an increase in accounts payable of $1,206.

Cash flows used in investing activities for the three-month period
ended October 31, 2003 consisted of the acquisition of $111,028 of
equipment and architectural plans used in operations.

The Company met its cash requirements during the quarter ended
October 31, 2003 through proceeds from the issuance of debt of
$315,792 and a reduction in net advances from related parties of
$19,500, net of costs.

COMPARISON OF THE SIX MONTHS ENDED OCTOBER 31, 2003 TO THE SIX
MONTHS ENDED OCTOBER 31, 2002

Results of Operations

Total revenues increased to $2,633,337 in the six months ended
October 31, 2003 from no revenues  in the first six months 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 six months ended October 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 $1,669,083 and  $ 0, respectively for the six
months ended October 31, 2003 and 2002.  Gross profit was $964,254
and $0, respectively for the six months ended October 31, 2003 and
2002. This is due to the initiation of operations of Global Modular
and MBS Construction during the six months ended October 31, 2003.

Total operating expenses increased to $819,538 in the six months
ended October 31, 2003 from $278,831 in the first six months 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 $26,175 was paid with
common stock of the Company.

Liquidity and Capital Resources

As of October 31, 2003, the Company had a working capital deficit
of $235,015. The Company generated a deficit in cash flow from
operations of $653,363 for the six-month period ended October 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 $62,263 adjusted for   depreciation and amortization
of $90,432, equity-based compensation expense of $ 26,175, an
increase in accounts receivable of  $752,174 , an increase in
inventory of $443,347 and an increase in accounts payable of $345,166.

Cash flows used in investing activities for the six-month period
ended October 31, 2003 consisted of the acquisition of  $164,428 of
equipment and architectural plans  used in operations.

The Company met its cash requirements during the quarter ended
October 31, 2003 through proceeds from the issuance of debt of $
659,089 and net advances from related parties of $153,000, 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.

Traditionally, the months of November, December and January are
seasonably slower throughout the modular manufacturing industry.
The registrant is planning for reduced manufacturing during their
third quarter, however, in-house marketing research and analysis
forecasts significant potential for new sales bookings for early 2004.

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 October 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
December 10, 2003, there were approximately 122,711,445 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

     None during this reporting period.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None during this reporting period.

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

     None during this reporting period.

ITEM 5.  OTHER INFORMATION

     None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

None

Reports on Form 8-K filed during the three months ended October 31, 2003

None.

                                      SIGNATURES

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

                                       Global Diversified Industries, Inc.

Date: December 19, 2003                By: /s/  Phillip Hamilton
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)

Date: December 19, 2003                By: /s/  Adam DeBard
                                       Chief Operating Officer (Principal
                                       Accounting and Financial Officer)