UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 10, 2003

Fortune Diversified Industries, Inc.
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(Exact name of registrant as specified in charter)

Delaware 0-19049 74-2504501
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

6809 Corporate Drive, Indianapolis, Indiana 46278
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (317) 532-1374

N/A
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(Former name or former address, if changed since last report)

Fortune Diversified Industries, Inc.
SEC Form 8-K

Item 1. Change in Control.

Harlan M. Schafir acquired 13,100,000 restricted shares of Fortune Diversified
Industries, Inc., a Delaware corporation ("FDVI") common stock as a part of a
transaction pursuant to the terms of the following agreements:

AGREEMENT AND PLAN OF MERGER entered into the 1st day of October,
2003, by and among Professional Staff Management, Inc., an Indiana
corporation, PSM Acquisition, Inc., an Indiana corporation and wholly
owned subsidiary of Registrant, Harlan Schafir, and Registrant.

AGREEMENT AND PLAN OF MERGER entered into the 1st day of October, 2003
by and among Professional Staff Management, Inc. II, an Indiana
corporation, PSM Acquisition II, Inc., an Indiana corporation and
wholly owned subsidiary of Registrant, Harlan M. Schafir, and
Registrant.

AGREEMENT AND PLAN OF MERGER entered into the 1st day of October, 2003
by and among Pro Staff, Inc., an Indiana corporation, PSM Acquisition
III, Inc., an Indiana corporation and wholly owned subsidiary of
Registrant, Harlan M. Schafir, and Registrant.

The Agreements and Plans of Merger are exhibits hereto and described more fully
in Item 2 below.

Mr. Schafir acquired the shares, in part, in return for his shareholdings in
Professional Staff Management, Inc., Professional Staff Management, Inc. II, and
Pro Staff, Inc. Mr. Schafir will continue as President of Professional Staff
Management, Inc., Professional Staff Management, Inc. II, and Pro Staff, Inc.,
under the terms of an Executive Employment Agreement by and between Professional
Staff Management, Inc., Professional Staff Management, Inc. II, Pro Staff, Inc.,
and Harlan M. Schafir, dated October 1, 2003, a copy of which is an Exhibit to
this filing. Mr. Schafir will also be employed as Chief Operating Officer of
Registrant under the terms of an Executive Employment Agreement by and between
Registrant and Mr. Schafir dated October 1, 2003. (collectively, "Employment
Agreements"). The Employment Agreements are exhibits to this filing.

John F. Fisbeck, Carter M. Fortune, Robert J. Kingston, Norman G. Wolcott, Jr.
and Norman G. Wolcott, Jr., and Norman G. Wolcott, Sr. as Trustees ("Trustees"),
and Mr. Schafir, may be considered members in a "group" within the meaning of
Rule 13d-5(b)(1). Although Messrs. Fisbeck, Fortune, Kingston, Wolcott, Jr., and
Schafir have taken ownership of the FDVI stock in their individual names and
Trustees have taken ownership in a trust capacity, and Mr. Schafir has
individually supplied ownership interests in Professional Staff Management,
Inc., Professional Staff Management, Inc. II, and Pro Staff, Inc., in
consideration for the acquisition of his shares of Registrant's common stock,
Messrs. Fisbeck, Fortune, Kingston, Wolcott, Jr., Schafir and Trustees may be
considered to be acting together for the purpose of acquiring and holding the
stock since Messrs. Fisbeck and Fortune previously signed Stock Purchase
Agreements to initially acquire control of FDVI, and the other shareholders
identified herein made acquisitions of shares not in the ordinary course of his
business and such acquisitions may be deemed to have arisen in a transaction
having the purpose or effect of influencing control of Registrant, under Rule
13d-5(b)(2)(ii).

Messrs. Fisbeck, Fortune, Kingston, Wolcott and Schafir, along with Trustees,
are considered members of a group deemed to beneficially own 93,491,375 shares
of FDVI common stock representing 92% of the outstanding common stock of
Registrant, which totals 101,621,444 shares. Individually, each person has sole
dispositive and voting power over the following shares of common stock: John F.
Fisbeck, 18,087,023, (or 17.798%), Carter M. Fortune, 42,013,108 (or 41.343%)
Robert J. Kingston, 7,900,000 (or 7.774%), Norman G. Wolcott, Jr., individually,
7,266,084 (or 7.150%), Norman G. Wolcott Sr., and Norman G. Wolcott Jr., as
Co-Trustees, 5,125,160 (or 5.043%), and Harlan M. Schafir, 13,100,000 (or
12.981%). The shareholdings identified above are shown in the following table:

Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership (101,621,444 shares
(D) -- Direct outstanding)
(I) -- Indirect.

Common Carter M. Fortune 42,013,108 (D) 41.343% (D)
6809 Corporate Dr. 51,478,267 (I)
Indianapolis, IN
46278

Common John M. Fisbeck 18,087,023 (D) 17.798% (D)
6809 Corporate Dr. 75,404,352 (I)
Indianapolis, IN
46278

Common Robert J. Kingston 7,900,000 (D) 07.774% (D)
6809 Corporate Dr. 85,591,375 (I)
Indianapolis, IN
46278

Common Norman G. Wolcott, 7,266,084 (D) 07.150% (D)
Jr., individually 86,225,291 (I)
6809 Corporate Dr.
Indianapolis, IN
46278

Common Norman G. Wolcott, 5,125,160 (D) 05.043% (D)
Jr. and Norman G. 88,366,215 (I)
Wolcott, Sr., as
Co-Trustees
6809 Corporate Dr.
Indianapolis, IN
46278

Common Harlan M. Schafir 13,100,000 (D) 12.891 (D)
6809 Corporate Dr. 80,391,375 (I)
Indianapolis, IN
46278

TOTAL 93,491,375 (D) 91.999%(D)
93,491,375 (I)

Item 2. Acquisition or Disposition of Assets.

Effective as of October 1, 2003, the Registrant has entered into the following
agreements:

The Merger Agreements' terms include, among other things, the exchange of all of
the outstanding shares of Professional Staff Management, Inc. (125 shares);
Professional Staff Management, Inc., II (500 shares); and Pro Staff, Inc. (500
shares), all held by Harlan M. Schafir, for a total of 13,100,000 shares of the
Registrant's common shares. Registrant formed three wholly-owned subsidiaries,
PSM Acquisition, Inc.; PSM Acquisition II, Inc.; and PSM Acquisition III, Inc.
The Registrant's shares were exchanged at the following ratios: Sixty-Six
Thousand, Twenty-Four (66,024) shares of Registrant's common stock for each
share of Professional Staff Management, Inc.; Four Thousand, Four Hundred
Fifty-Four (4,454) shares of Registrant's common stock for each share of
Professional Staff Management, Inc. II; and, Five Thousand, Two Hundred Forty
(5,240) shares of Registrant's common stock for each share of Pro Staff, Inc.
The Registrant exchanged a total of 13,100,000 shares as follows: Eight Million,
Two Hundred Fifty Three Thousand (8,253,000) shares for the shares of
Professional Staff Management, Inc.; Two Million, Two Hundred Twenty Seven
Thousand (2,227,000) shares for the shares of Professional Staff Management,
Inc. II; and Two Million, Six Hundred Twenty Thousand (2,620,000) shares for the
shares of Pro Staff, Inc.

In addition to the exchanges described above, Mr. Schafir received a total of
one million dollars ($1,000,000.00) in cash. The cash was allocated as follows:
Six Hundred Thirty Thousand Dollars ($630,000.00) for Professional Staff
Management, Inc.; One Hundred Seventy Thousand ($170,000.00) for the
Professional Staff Management, Inc. II; and Two Hundred Thousand Dollars
($200,000.00) for Pro Staff, Inc.

The disposition of Registrant's shares held by Mr. Schafir are substantially
restricted by two Option Agreements. The first is an Option Agreement entered
into the 1st day of October, 2003 by and between Harlan M. Schafir, Carter M.
Fortune and Robert J. Kingston; the second is an Option Agreement entered into
the 1st day of October, 2003 by and between Harlan M. Schafir, and Registrant.
(collectively, "Option Agreements"). The Option Agreements are exhibits to this
filing.

Mr. Schafir is party to the Merger Agreements and is subject to the Employment
Agreements. Prior to the Merger Agreements and the Employment Agreements, there
was no material relationship between the Registrant and Mr. Schafir.

The principle followed in determining the amount of consideration paid was the
ongoing value of the three companies, with adjustments thereto for certain
aspects of the transaction, including earnings benchmarks as defined by the
Agreement. Professional Staff Management, Inc., Professional Staff Management,
Inc. II, and Pro Staff, Inc. were acquired through the parties identified above.
Prior to the Merger Agreements, there was no material relationship between the
Registrant or any of its subsidiaries and the exchanging parties identified
above. The source of the Registrant's consideration included Registrant's
shares, and cash held by Registrant prior to the Agreement.

Professional Staff Management, Inc., Professional Staff Management, Inc. II, and
Pro Staff, Inc. provide cost-effective employee administrative solutions to
companies in more than 20 states nationwide. The three companies are engaged in
providing services in employment-related matters, such as Payroll and Tax
Processing, Worker's Compensation and Risk Management, Benefits Administration,
Unemployment Administration, Legal and Regulatory Employer Compliance, 401k and
Retirement Plan Administration and Employee Assessments. Registrant intends to
continue to operate and expand the three companies' business.

The foregoing descriptions of certain provisions of the Merger Agreements,
Employment Agreements, and the Option Agreements, copies of which are being
filed as exhibits hereto and incorporated herein by reference, are not intended
to be complete and are qualified in their entirety by reference to the full text
of such agreements.

Item 7. Financial Statements and Exhibits

(a) and (b) It is impracticable to provide the required financial statements for
the acquired business described in Item 2 at this time. The registrant will file
the required financial statements as they are available which is anticipated to
be not later than 60 days after the required filing date of this Form 8-K.

Other Exhibits:

EXHIBIT Number DESCRIPTION

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER entered into the 1st day of
October, 2003, by and among Professional Staff Management,
Inc., an Indiana corporation, PSM Acquisition, Inc., an
Indiana corporation and wholly owned subsidiary of
Registrant, Harlan Schafir, and Registrant

Exhibit 2.2 AGREEMENT AND PLAN OF MERGER entered into the 1st day of
October, 2003 by and among Professional Staff Management,
Inc. II, an Indiana corporation, PSM Acquisition II, Inc.,
an Indiana corporation and wholly owned subsidiary of
Registrant, Harlan M. Schafir, and Registrant

Exhibit 2.3 AGREEMENT AND PLAN OF MERGER entered into the 1st day of
October, 2003 by and among Pro Staff, Inc., an Indiana
corporation, PSM Acquisition III, Inc., an Indiana
corporation and wholly owned subsidiary of Registrant,
Harlan M. Schafir, and Registrant

Exhibit 2.4 Executive Employment Agreement by and between Professional
Staff Management, Inc., Professional Staff Management, Inc.
II, Pro Staff, Inc., and Harlan M. Schafir, dated October 1,
2003

Exhibit 2.5 Executive Employment Agreement by and between Registrant and
Harlan M. Schafir dated October 1, 2003

Exhibit 2.6 OPTION AGREEMENT entered into the 1st day of October, 2003
by and between Harlan M. Schafir, Carter M. Fortune and
Robert J. Kingston

Exhibit 2.7 OPTION AGREEMENT entered into the 1st day of October, 2003
by and between Harlan M. Schafir, and Registrant

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Fortune Diversified Industries, Inc.
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(Registrant)

DATE: October 10, 2003

10/10/03 /s/ Amy Gallo
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Date Amy Gallo, principal financial officer
(Controller)

EXHIBIT INDEX

EXHIBIT DESCRIPTION PAGE NO

Exhibit 2.4 Executive Employment Agreement by and between Professional
Staff Management, Inc., Professional Staff Management, Inc.
II, Pro Staff, Inc., and Harlan M. Schafir, dated October 1,
2003

Exhibit 2.5 Executive Employment Agreement by and between Registrant and
Harlan M. Schafir dated October 1, 2003

Exhibit 2.6 OPTION AGREEMENT entered into the 1st day of October, 2003
by and between Harlan M. Schafir, Carter M. Fortune and
Robert J. Kingston

Exhibit 2.7 OPTION AGREEMENT entered into the 1st day of October, 2003
by and between Harlan M. Schafir, and Registrant