SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB


       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    For the Fiscal Year ended: March 31, 2005


               For the transition period from ________ to ________

                         Commission File No. 33-7075-LA

                             TDI HOLDING CORPORATION
            ------------------------------------------------------
               (Name of Small Business Issuer in its Charter)

            Colorado                                     33-1079781
-------------------------------                   ------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer Identi-
Incorporation or Organization)                        fication Number)

             8750 East Otero Circle, Centennial, Colorado 80112
         ------------------------------------------------------------
         (Address of Principal Executive Offices, Including Zip Code)

Issuer's telephone number, including area code:  (303) 289-4777

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

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

Check whether the Issuer(1) filed all reports required to be filed by Section 13
or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12 months (or
for such 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 [ ]

As of June 30, 2005,  21,938,308  Shares of the  Registrant's  Common Stock were
outstanding.  The aggregate  market value of voting stock of the Registrant held
by non-affiliates was approximately $658,000 at $.03 bid on March 31, 2005.

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated  by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $0.

Documents incorporated by reference:  None.


<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION BUSINESS.

GENERAL

     TDI Holding  Corporation  (the  "Company,"  "TDI," "we," or "us") (formerly
known as  TangibleData,  Inc.) is currently  inactive as a result of the sale of
substantially  all of our assets in October  2002.  We are  currently  reviewing
possible  courses of action  which may involve  pursuing a business  combination
with a business  enterprise  that might have a desire to take  advantage  of our
status as a public corporation.

     On April 20, 2000, TDI (then named "Kimbell  DeCar  Corporation")  acquired
all of the outstanding stock of YGCD Assets, Inc., a Colorado corporation, which
was developing a proprietary  technology which allows customers to bring digital
data to a web-integrated  fulfillment center to obtain on-demand distribution of
CD's and other media. In connection with this transaction, TDI issued 12,113,489
shares of its Common Stock (approximately 96% of the shares then outstanding) to
the former shareholders of YGCD Assets,  Inc., and cancelled 2,400,000 shares of
Common  Stock  previously  outstanding.  The name of the  Company was changed to
"TangibleData, Inc." and new officers and directors were elected.

     In July 2000,  we started  beta testing of the  fulfillment  process of the
business, and limited commercial production was started in January 2001.

     In October 2001, we acquired  certain assets of Walnut  Software,  the Web-
software  engineering company with whom we worked to develop our technology.  In
addition to engineering and content  development  expertise,  Walnut possessed a
proprietary  website  development  tool that  allows for rapid  development  and
administration of customized web content by non-technical staff.

SALE OF ASSETS

     In the Summer of 2002 our  management  made the  determination  to sell the
assets used in our business as a result of the  financial  difficulties  we have
experienced.  We had losses since  inception and due to our inability to raise a
desired   level  of   financing,   we  reached  a  point  where  our   financial
situationbecame  critical.  We  pursued  strategies  to  improve  our  financial
condition  including  working  on  increasing  revenues;   attempting  to  raise
additional equity capital;  and pursuing a strategic partner to acquire all or a
portion of the Company.  The only other  alternative  available was to shut down
operations and lay off most of our employees.

     In August 2002,  we began  negotiations  with Willette  Acquisition  Corp.,
which does  business as "Allied  Vaughn," to sell our  business  and most of our
assets to them. Allied Vaughn has facilities in Denver,  Colorado,  and was in a
position to  immediately  accommodate  our  operations  and hire  several of our
employees.  Because of our financial  position,  management  determined  that it
would be in the best interests of the Company and our  shareholders  to sell our
assets and business to Allied Vaughn.

     On October 22, 2002, we completed the sale of all of the assets  related to
our business of duplicating optical disks and the development of the


                                        1


<PAGE>

related  technology,  which  constituted  substantially all of the assets of the
Company,  pursuant to the terms of a Purchase  Agreement with Allied Vaughn. The
sale was approved by our  shareholders  at a special meeting held on October 22,
2002.

     The  purchase  price for the assets  will be  determined  by the  operating
profit of the  business  sold to Allied  Vaughn,  which  will be  operated  as a
separate branch of Allied Vaughn. The purchase price will be equal to 30% of the
operating profit of the branch during the 60 month period following the closing,
up to a maximum of $3.5 million.  The purchase price will be calculated for each
12-month  period  following  the  closing,  except that the first period will be
shorter and will end on August 23, 2003.  The portion of the purchase price will
be calculated for each such period on a "stand alone" basis, and any losses that
occur in periods before or after the period being  calculated will not be offset
against the period  being  calculated.  The Company  will not be required to pay
Allied Vaughn anything for any periods in which an operating loss is recorded.

     Payments  of the  purchase  price will be made within 45 days of the end of
each period.  In addition,  Allied  Vaughn is required to make advance  payments
within 45 days of the end of the first six months of each period equal to 30% of
the  operating  profit for that six month  period.  In the event that an advance
payment exceeds the amount due for the full period,  the excess amount paid will
be offset against any future payments.

     The Company adopted a Plan of Partial  Liquidation  under which it assigned
the Willette  Acquisition  Agreement to YGCD Assets,  Inc., the Company's wholly
owned  subsidiary,  for the purchase price.  YGCD Assets,  Inc. also assumed the
liabilities  of the  Company and is to  receive,  in June 2004,  a Note from the
Company  in the amount of  $100,000  to apply to  liabilities  as  assumed.  The
Company also  approved the spin off, by  dividend,  of YGCD Assets,  Inc. to all
shareholders of the Company as of June 1, 2004, on a pro rata basis.

     The Company has the right to inspect the books and records of Allied Vaughn
associated with the calculation of the purchase price payments.  However,  we do
not have the right to require an audit of such records.

     As part of the Purchase  Agreement,  Allied Vaughn entered into  employment
agreements  with Blair Zykan  (President and a Director of the Company),  Joanne
Keys (then Chief Technical Officer of the Company),  and Alex de St. Simon (then
an employee of the Company and the  husband of Brenda  Molloy-de  St.  Simon,  a
former  officer of the Company).  The  employment  agreements are for an initial
period of one year and include non-competition provisions. The base salaries are
$121,000 for Blair Zykan,  $125,000 for Joanne Keys and $104,000 for Alex de St.
Simon.

     In addition,  the Purchase  Agreement  provides that Allied Vaughn will pay
10% of the  operating  profits of the branch which  operates the business to key
employees of the branch.  The Company will have the sole discretion to determine
which key employees  will receive such payments and the portion of the 10% to be
paid to each of them. The  employment  agreements  discussed  above also provide
that each of these persons will receive a portion of this 10% payment.

     On October 24,  2002,  the name of the Company was changed to "TDI  Holding
Corporation" in connection with the sale.



                                        2

<PAGE>

CURRENT BUSINESS PLAN

     As a result of the sale of substantially all of our assets,  management may
seek out and pursue a business combination  transaction with an existing private
business  enterprise that might have a desire to take advantage of the Company's
status as a public  corporation.  At this  time,  management  does not intend to
target any particular industry, but, rather, intends to judge any opportunity on
its individual  merits.  Any such transaction will likely have a dilutive effect
on  the  interests  of  our  shareholders   that  will,  in  turn,  reduce  each
shareholder's proportionate ownership and voting power in the Company.

     There is no assurance that we will acquire a favorable business opportunity
through a business combination.  In addition, even if we become involved in such
a business opportunity,  there is no assurance that it will generate revenues or
profits, or that the market price of our common stock will be increased thereby.

     We have no  commitments  to  enter  into or  acquire  a  specific  business
opportunity  and therefore  can disclose the risks of a business or  opportunity
that we may enter into in only a general  manner,  and cannot disclose the risks
of any specific business opportunity that it may enter into.

     As of June 1, 2004, as part of the Plan of Partial  Liquidation,  the Board
authorized the spin off, by dividend,  pro rata to TDI  shareholders  all of the
common stock of YGCD Assets,  Inc. on a one for ten basis. The stock issuance to
shareholders  is all  restricted,  and there is no intent to commence any public
trading or reporting of YGCD Assets, Inc.

     The spin off was  authorized  because  the  combination  of the debt of the
Company and the contingent receivable of the Willette Acquisition Agreement made
the  Company's  search for a new business  combination  so complex to accomplish
that it was practically impossible.

EMPLOYEES

     We currently have no employees.

ITEM 2.  DESCRIPTION OF PROPERTY.

     We currently have no facilities.  Our offices are maintained at the home of
our President on a rent-free basis.

ITEM 3.  LEGAL PROCEEDINGS.

     On October 16, 2002, North Valley Ventures, LLC filed a lawsuit against the
Company in the Colorado District Court in Adams County,  Colorado. The plaintiff
is the  landlord  of the space the Company  leased in  Thornton,  Colorado.  The
complaint  alleged  that the Company was in  violation of the terms of its lease
and sought  possession  of the space and damages for unpaid past rent and future
rent  under the lease.  The  Company  subsequently  entered  into a  stipulation
granting possession of the space to the landlord.

     In June 2003,  the Company  entered  into a settlement  agreement  with the
landlord  in which the  Company  agreed to  confess a  judgment  in favor of the
landlord  in the  amount  of  $250,000.  Interest  is to accrue at 18% per annum
commencing  June 16,  2003,  but is only  payable  in the event of  default.  In
addition, the Company agreed to pay the attorney's fees of the landlord relating
to the lawsuit.

                                        3


<PAGE>

     The  landlord  has  agreed  not to  execute  on  the  judgment  on  certain
conditions.  One of the  conditions  is that the  Company  establish  a trust by
December  31,  2003,  into  which all of the  payments  received  from  Willette
Acquisition  Corp.  d/b/a Allied Vaughn are to be placed,  which the Company has
established  under the Plan of Liquidation.  The landlord is to receive payments
equal to 50% of the net amounts  received by the trust after  deducting  certain
other  expenses  that are payable out of the payments  from Allied  Vaughn.  The
maximum  amount to be paid to the  landlord  from all sources is  $250,000.  The
Company has also  granted the  landlord a security  interest in the Purchase and
Sale Agreement  with Allied  Vaughn.  The landlord has stipulated to release the
Judgment  against the Company in consideration of the assumption by YGCD Assets,
Inc.  of the debt of the  Company,  and  payment of $10,000  plus 20% of the net
amount  realized to Company from a change in control which exceeds $70,000 to be
credited against judgment.

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

     No matters were  submitted to a vote of the Company's  shareholders  during
the fourth quarter of the fiscal year ended March 31, 2005.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     PRINCIPAL  MARKET OR MARKETS.  The Company's  Common Stock is traded in the
over-the-counter  market  and,  since  March  2000,  has been  quoted on the OTC
Bulletin Board. Our current symbol is "TDIH."

     The following  table sets forth the closing high and low closing  prices of
the Common  Stock for the periods  indicated,  as  reported by the OTC  Bulletin
Board.

     QUARTER ENDED                           HIGH         LOW
     --------------                         -------     -------
     June 30, 2003                           0.01        0.00
     September 30, 2003                      0.01        0.00
     December 31, 2003                       0.04        0.00
     March 31, 2004                          0.01        0.00

     QUARTER ENDED                           HIGH         LOW
     --------------                         -------     -------
     June 30, 2004                           0.04        0.02
     September 30, 2004                      0.08        0.01
     December 31, 2004                       0.08        0.03
     March 31, 2005                          0.077       0.035


     APPROXIMATE  NUMBER OF  HOLDERS OF COMMON  STOCK.  The number of holders of
record of the Company's common stock at March 31, 2005 was approximately 212.

     DIVIDENDS.  The Company has paid no cash  dividends on its Common Stock and
has no present intention of paying cash dividends in the foreseeable  future. It
is the  present  policy of the Board of  Directors  to retain  all  earnings  to
provide for the growth of the Company.  Payment of cash  dividends in the future
will  depend,   among  other  things,   upon  the  Company's   future  earnings,
requirements for capital improvements and financial condition.

     PRIVATE  SALES OF  SECURITIES.  During the year ended March 31,  2005,  the
Company  did not  sell  any  securities  which  were not  registered  under  the
Securities Act of 1933, as amended.
                                        4

<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     The  forward-looking  statements  included in  Management's  Discussion and
Analysis  of  Financial  Condition  and  Results of  Operations,  which  reflect
management's best judgment based on factors  currently known,  involve risks and
uncertainties.  Our actual  results  may differ  significantly  from the results
discussed  in the  forward-looking  statements.  You  should  not  regard  their
inclusion  as a  representation  by us that  the  objectives  or  plans  will be
achieved.

RESULTS OF OPERATIONS

     YEAR ENDED MARCH 31, 2005 COMPARED WITH THE YEAR ENDED MARCH 31, 2004

     During  the year ended  March 31,  2005,  the  Company  had $0 in  revenues
compared with no revenues during the year ended March 31, 2004.

     Salaries  for the year ended  March 31, 2005 and 2004 were  $15,000,  which
were  non-cash  and  recorded  as an equity  contribution.  Additional  non-cash
expense of $9,000 was  recorded  for  assumption  by YGCD  Assets,  Inc.  of the
Companies liabilities.

     Total  general and  administrative  expenses  were $21,000  during the year
ended March 31,  2005 as  compared  to $50,000  for the prior year.  This amount
consisted  primiarily  of  professional  fees of $17,000 in 2005 and  $43,000 in
2004.  The decrease from prior year was due to the transfer of all operations to
Allied Vaughn.

     The  Company  had a net loss of $63,000 in fiscal year ended March 31, 2005
compared to $65,000 in the fiscal year ended  March 31,  2004.  The net loss per
share was  nominal in the fiscal  year ended  March 31, 2005 and the prior year.
The  Company  expects  the  trend of  losses  in the  coming  year  will  remain
approximately the same as in the fiscal year ended March 31, 2005.

     The  transfer  of amounts to related  parties  are  released by the related
parties so the same amounts are reflected as a contribution  to paid in capital.
The Company has a court ordered  judgment to pay a prior landlord  $250,000.  In
June 2004 an amendment to this  judgment was approved by the court.  Pursuant to
the amendment this liability was also transferred to YGCD Assets,  Inc., subject
to a  potential  contingent  payment  by the  Company at the time of the sale of
control.  This contingent payment is $10,000 plus 20% of any amount received for
the sale of control which exceeds $70,000.  Management estimates that any amount
contingent paid under the amendment would be  substantially  less than $250,000.
However,  under generally accepted  accounting  principles,  since there remains
this contingency for the possibility of full payment, the note cannot be reduced
until the contingency is resolved.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  working  capital deficit was $349,000 at March 31, 2005. The
decrease in working  capital  deficit  during the year ended March 31, 2005, was
primarily due to the transfer or the remaining debt to the former subsidiary.

     The  Company  has no  operating  capital  apart from  $1,000 in cash and no
business. The sole capital resource is the common stock of the Company.

                                        5

<PAGE>

     We  experienced  losses from inception and, due to our inability to raise a
desired  level of financing,  we reached a point where our  financial  situation
became  critical.  On  September  5, 2002,  we entered  into a Purchase and Sale
Agreement with Willette  Corporation d/b/a "Allied Vaughn" (the "Buyer") to sell
the assets related to the Company's  business of  duplicating  optical disks and
the development of the related technology,  which constituted  substantially all
of the  Company's  assets.  The sale was  completed on October 22, 2002,  on the
receipt of shareholder  approval.  The Company impaired the related assets sold,
which resulted in a loss of $521,000, as all future proceeds related to the sale
are contingent  upon profits  generated to the extent any proceeds are received,
such amount will be recognized as income.

     The  purchase  price for the assets  will be  determined  by the  operating
profit of the business  sold to the Buyer,  which will be operated as a separate
branch of the Buyer.  The purchase  price will be equal to 30% of the  operating
profit of the branch during the 60 month period  following the closing,  up to a
maximum of $3.5 million. The purchase price will be calculated for each 12-month
period  following the closing,  except that the first period will be shorter and
will  end on  August  23,  2003.  The  portion  of the  purchase  price  will be
calculated  for each such period on a "stand alone"  basis,  and any losses that
occur in periods before or after the period being  calculated will not be offset
against the period being calculated. The Company will not be required to pay the
Buyer anything for any periods in which an operating loss is recorded.

     Payments  of the  purchase  price will be made within 45 days of the end of
each period. In addition, the Buyer will make advance payments within 45 days of
the end of the first six  months of each  period  equal to 30% of the  operating
profit for that six month period.  In the event that an advance  payment  exceed
the  amount  due for the full  period,  the  excess  amount  paid will be offset
against any future payments.  No amounts were paid after the first six months of
the  agreement  as nothing  had been  earned.  No  payments  have been earned or
received through the end of the current fiscal year.

     The  Company  will have the right to inspect  the books and  records of the
Buyer  associated with the calculation of the purchase price payments.  However,
the Company does not have the right to require an audit of such records.

     In addition, the Purchase Agreement provides that the Buyer will pay 10% of
the operating profits of the branch which operates the business to key employees
of the branch.  The Company will have the sole discretion to determine which key
employees  will receive  such  payments and the portion of the 10% to be paid to
each of them. The employment  agreements  discussed above also provide that each
of these persons will receive a portion of this 10% payment.

     As is disclosed  elsewhere in this Report,  the Company has agreed to pay a
portion of any payments received to Louis F. Coppage,  a Director of the Company
(See ITEM 12 - CERTAIN TRANSACTIONS),  and to the Company's former landlord (See
ITEM 3 - LEGAL PROCEEDINGS).

NEED FOR ADDITIONAL FINANCING

     No commitments to provide  additional funds have been made by management or
other stockholders. Accordingly, there can be no assurance that any addition- al
funds will be available to the Company to allow it to cover expenses as they may
be incurred.

     In the event the Company's  cash assets and other prove to be inadequate to
meet the  Company's  operational  needs,  the Company  might seek to  compensate
providers of services by issuances of stock in lieu of cash.
                                        6

<PAGE>

     The  Company  has no plans at this  time  for  purchases  or sales of fixed
assets which would occur in the next twelve months.

     The Company has no expectation or  anticipation  of significant  changes in
number of employees in the next twelve  months,  it may acquire or add employees
of an unknown number in the next twelve months.

     Going concern:  The Company has incurred significant losses from operations
for the year ended March 31, 2005, and such losses are expected to continue.  In
addition,  the company has no working capital.  The foregoing raises substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans include seeking  additional  capital and/or debt financing or the possible
sale of the Company.  There is no guarantee that additional  capital and/or debt
financing  will  be  available  when  and to the  extent  required,  or  that if
available,  it will be on terms  acceptable  to the  Company.  The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

ITEM 6A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     TDI Holding  Corporation is exposed to the impact of interest rate changes.
Based on our market risk sensitive instruments outstanding as of March 31, 2005,
we have  determined  that there was no  material  market  risk  exposure  to our
consolidated financial position, results of operations, or cash flows as of such
date.  We do not enter  into  derivatives  or other  financial  instruments  for
trading or speculative purposes.


ITEM 7.  FINANCIAL STATEMENTS.

     The financial statements are set forth on pages F-1 through F-10 hereto.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

     No response required.

ITEM 8A.  CONTROLS AND PROCEDURES

     The Company  maintains a system of disclosure  controls and procedures that
are  designed  for the  purposes of  ensuring  that  information  required to be
disclosed in our SEC reports is recorded,  processed,  summarized,  and reported
within the time  periods  specified  in the SEC rules and  forms,  and that such
information is accumulated and  communicated  to our  management,  including the
Chief  Executive  Officer as  appropriate  to allow timely  decisions  regarding
required disclosure.

     We, in consultation with our auditors,  identified certain  deficiencies in
internal control over financial reporting.

     A control  deficiency exists when the design or operation of a control does
not allow  management  or employees,  in the normal  course of performing  their
assigned functions,  to prevent or detect financial statement misstatements on a
timely basis. A deficiency in design exists when a control necessary to meet the
control  objective  is  missing,  or when an  existing  control is not  properly
designed  so  that,  even if the  control  operates  as  designed,  the  control
objective  is not always met. A deficiency  in operation  exists when a properly
designed control does not operate as designed, or when the person performing the
control does not possess the necessary  authority or  qualifications  to perform
the control effectively.
                                        7

<PAGE>

     A significant  deficiency  is a control  deficiency,  or a  combination  of
control  deficiencies,  that adversely affects the entity's ability to initiate,
authorize,  record,  process  or report  external  financial  data  reliably  in
accordance with generally accepted accounting principles such that there is more
than a remote  likelihood  that a misstatement of the entity's annual or interim
financial  statements that is more than inconsequential will not be prevented or
detected.

     A material  weakness  is a  significant  deficiency,  or a  combination  of
significant  deficiencies,  that results in more than a remote likelihood that a
material  misstatement of the annual or interim financial statements will not be
prevented or detected.

    Because of the inherent limitations of internal control, errors or fraud may
nevertheless  occur and not be detected.  Also,  projection of any evaluation of
the  internal  control to future  periods  is subject to the risk that  internal
control  may become  inadequate  because of  changes in  conditions  or that the
degree of compliance may deteriorate.

     The following significant deficiencies have been identified that constitute
material weaknesses:

o Insufficient segregation of duties between separate CEO and CFO officers.

o    Lack of sophisticated  internal expertise with respect to recording complex
     or unusual accounting transactions,  such as sale of assets and assumptions
     of liabilities.

     The Company intends,  in the next 90 days, to remedy these deficiencies and
weaknesses  by: 1)  Separating  officer  functions  of CEO and CFO to  different
individuals,  and 2) by hiring a "qualified  financial  expert" to act as CFO to
handle sophisticated/complex matters on Financial Statements.



                                        8

<PAGE>
                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS AND  EXECUTIVE  OFFICERS The Directors and Officers of the Company are
as follows:

      Name                    Age        Positions and Offices Held
      ----                    ---        --------------------------
Blair Zykan                   45         President, Chief Executive Officer
                                         Chief Financial Officer and Director
Louis F. Coppage              69         Director
Jay Reano                     52         Director

     There is no family  relationship  between any Director or Executive Officer
of TDI.

     We presently do not have any committees.

     Set  forth  below  are the  names  of all of our  Directors  and  Executive
Officers,  all positions and offices held by each such person, the period during
which he has served as such,  and the principal  occupations  and  employment of
such persons during at least the last five years:

     BLAIR ZYKAN - PRESIDENT,  CHIEF EXECUTIVE OFFICER,  CHIEF FINANCIAL OFFICER
AND DIRECTOR.  Mr. Zykan has served as President,  Chief Executive Officer and a
Director of  TangibleData  since April 20, 2000,  and of YGCD Assets,  Inc., the
Company's subsidiary,  since March 2000. Since September 2002 Mr. Zykan has been
employed by Willette  Acquisition Corp., d/b/a Allied Vaughn as General Manager.
Prior to joining  YGCD,  Mr. Zykan  served in a variety of executive  management
capacities  with Laser  Technology,  Inc. (AMEX:  LSR), a leading  developer and
manufacturer of laser-based speed and distance measuring products. Joining Laser
Technology  in March of 1993,  and  initially  serving as its Vice  President of
Sales and Marketing, Mr. Zykan became Laser Technology's Chief Operating Officer
in August of 1998.  In February of 1999,  he assumed the  positions of President
and Chief Executive Officer and member of Laser Technology's Board of Directors,
which he held until  March of 2000.  From 1983 to 1993,  Mr.  Zykan  served in a
variety of sales,  marketing  and  management  positions  with  Armstrong  World
Industries (NYSE: ALK), a global  manufacturer of interior  finishing  products.
Mr. Zykan is a 1983  graduate of Franklin  and  Marshall  College with a B.A. in
Economics.

     LOUIS F.  COPPAGE -  DIRECTOR.  Mr.  Coppage  has served as a  director  of
TangibleData  since April 20, 2000.  He was elected to the Board of Directors of
YGCD in  March  2000.  He has over  twenty  years of  executive  and  managerial
experience with both domestic and international operations involving finance and
business  development  for both  private and public  corporations.  From 1986 to
present,  Mr. Coppage has served as a financial  consultant for numerous clients
in real estate,  energy,  insurance and  investments.  He has provided  advisory
services with an emphasis on the capital formation process for corporate clients
including SyberSay Communications,  of Walnut Creek,  California,  and Universal
Management Inc., of Denver, Colorado. From 1978 to 1986, Mr. Coppage was founder
and principal of American Energy Investments,  Inc., of Denver,  Colorado.  From
1969 to 1979, he was president of Foresee,  Ltd., an energy development company,
and of Coppage &  Associates,  Inc.,  a  financial  planning  company in Denver,
Colorado. Mr. Coppage studied business at Emporia State College before beginning
his career at Commercial  General Life Insurance  Company in 1964,  where he was
recognized for his achievements in publications such as Time,  Newsweek and U.S.
World Report.  He was a founding member of the insurance and financial  planning
groups, Top of the Table and The Forum.
                                        9
<PAGE>

     JAY REANO - DIRECTOR.  Mr. Reano has been a Director of TangibleData  since
February  2002.  Since 1989,  Mr. Reano has operated  his own  residential  real
estate  development  company and  participated  in the  construction of over 160
units in the Denver  area.  From 1983 to 1989,  he was CFO for an  international
management  company  responsible  for  ten  operating  units  located  in  seven
different  countries.  He started his career with the tax  department  of Gulf &
Western Industries, Inc. (later acquired by Viacom) which included stints in New
York  City,  Amsterdam  and the  Bahamas.  Mr.  Reano has an MBA with a major in
taxation from Iona College, a BSBA in Accountancy from the University of Denver.

SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE

     The Company is not  currently  registered  under Section 12 of the Exchange
Act, and so our  Officers,  Directors  and 10% or greater  shareholders  are not
subject to the reporting requirements of Section 16(a) of the Exchange Act.

ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth information regarding executive compensation
for the Company's  President and Chief  Executive  Officer.  No other  executive
officer  received  compensation  in excess of $100,000 for the fiscal year ended
March 31, 2005,  and no amounts were paid to any  executive  officer  during the
prior two fiscal years.
<TABLE>
<CAPTION>
                                         SUMMARY COMPENSATION TABLE
                                                             Long-Term Compensation
                                                        -------------------------------
                              Annual Compensation               Awards          Payouts
                           ------------------------     ---------------------   -------
                                                                      Securities
                                                                        Underly-
                                               Other                   ing                 All
                                               Annual   Restricted   Options              Other
Name and Principal                             Compen-    Stock       /SARs      LTIP     Compen-
     Position        Year   Salary     Bonus   sation    Award(s)    (Number)   Payouts   sation
------------------   ----   -------    -----   ------   ----------   --------   -------   -------
<S>                 <C>    <C>          <C>     <C>        <C>          <C>       <C>      <C>
Blair Zykan,        2005   $0           0       0          0            0         0        0
President and       2004   $0           0       0          0            0         0        0
Chief Executive     2003   $0           0       0          0            0         0        0
Officer             2002   $143,000(1)  0       0          0            0         0        0
--------------

(1) Includes $76,000 which was deferred.
</TABLE>

     In March 2000,  our  subsidiary  entered into an Employment  Agreement with
Blair Zykan,  our President,  pursuant to which Mr. Zykan received a base annual
salary of $143,000.  This  agreement was assumed by TDI. This was  terminated by
mutual agreement in September 2002.

     In April 2000, we entered into an Employment Agreement with Dale Stonedahl,
a  Director,  and the then  Director  of  Engineering,  pursuant  to  which  Mr.
Stonedahl  was  receiving a base annual  salary of $90,000 based on him devoting
80% of his time to TDI.

     Beginning  in October  2001,  Mr.  Zykan and three other  officers  and key
employees  agreed to defer  approximately  $12,000  per month of their  combined
salaries.  Management  expect that these salaries will be gradually  returned to
their  full  levels  as  cash  flow  permits  subject  to  the  approval  of the
Compensation Committee of the Board of Directors. In July 2002, certain of these
employees agreed to accept shares of common stock in lieu of deferred  salaries.
However, Mr. Zykan did not take shares in lieu of his deferred salary.

                                       10

<PAGE>

DIRECTOR COMPENSATION

     Directors  do not  currently  receive a fee for  attending  meetings of the
Board  attended.  However,  each Director is entitled to  reimbursement  for all
reasonable  and  necessary  costs and  expenses  incurred as a result of being a
Director of TDI.

     Effective March 1, 2000, our subsidiary entered into a Consulting Agreement
with Louis F. Coppage, a Director, pursuant to which Mr. Coppage agreed to serve
as a Director of the subsidiary and  TangibleData  and provide other  consulting
services. As compensation for such services,  Mr. Coppage received shares of the
subsidiary's  stock that was later  exchanged  for 150,000  shares of our Common
Stock.  Mr. Coppage also received options to purchase up to 50,000 shares of our
Common Stock under the  Company's  2000 Stock  Incentive  Plan  pursuant to this
consulting agreement.

Stock Purchase Plans; Profit Sharing and Thrift Plans
-----------------------------------------------------

     Presently, the Company has no stock purchase plans, profit sharing plans or
thrift plans except as follows:

2000 STOCK INCENTIVE PLAN

     In March 2000, our Board of Directors approved the establishment of the2000
Equity  Incentive  Plan  (the  "Plan"),   and  the  Plan  was  approved  by  our
shareholders  on April 20, 2000.  The Board of Directors  believes that the Plan
advances the  interests of  TangibleData  by  encouraging  and providing for the
acquisition  of an  equity  interest  in the  Company  by  employees,  officers,
directors and consultants, and by providing additional incentives and motivation
toward  superior  performance.  The Board  believes  it will  also  enable us to
attract  and retain the  services  of key  employees,  officers,  directors  and
consultants  upon whose  judgment,  interest and special  effort the  successful
conduct of its operations is largely dependent.

     The Plan allows the Board,  or a  committee  established  by the Board,  to
award  restricted  stock  and  stock  options  from  time to time to  employees,
officers and directors and consultants to TangibleData.  The Board has the power
to  determine  at the time an option is granted  whether  the option  will be an
Incentive  Stock  Option (an option  which  qualifies  under  Section 422 of the
Internal  Revenue  Code of 1986) or an option  which is not an  Incentive  Stock
Option. However,  Incentive Stock Options may only be granted to persons who are
our  employees.  Vesting  provisions  are  determined  by the  Board at the time
options are granted.

     The Plan also provides that the Board,  or a committee  established  by the
Board,  may issue restricted stock pursuant to restricted stock right agreements
which  will  contain  such  terms  and  conditions  as the  Board  or  committee
determines.

     The total number of shares of Common Stock available for grant and issuance
under the Plan may not exceed  2,000,000,  subject to adjustment in the event of
certain recapitalizations, reorganizations and similar transactions. Options may
be  exercisable  by the payment of cash or by other means as  authorized  by the
committee or the Board of Directors.


                                       11

<PAGE>

Option, Warrants, or Rights
---------------------------

     As of March 31,  2005,  there were  options  outstanding  under the Plan to
purchase an aggregate of 450,000  shares of Common  Stock with  exercise  prices
ranging  from  $0.25 to $0.39 per  share.

Compensation Committee Interlocks

     The  Securities  and  Exchange  Commission  requires  disclosure  where  an
executive  officer  of a  company  served  or  serves  as a  director  or on the
compensation  committee  of an entity  other than the company  and an  executive
officer  of  such  other  entity  served  or  serves  as a  director  or on  the
compensation  committee  of the  Company.  The  Company  does  not have any such
interlocks.  Decisions as to executive compensation are made by the Compensation
Committee.

Audit Committee
---------------

     The Company does not have an Audit Committee.  The members of the Board sit
as the Audit Committee.  Jay Reano sits as the qualified financial expert on the
Board of Directors.

Code of Ethics
--------------

     The Company has not adopted a Code of Ethics for the Board and the salaried
employees.

Committees and Procedures

     (1)  The Registrant has no standing  audit,  nominating,  and  compensation
          committees of the Board of Directors or committees  performing similar
          functions.  The Board  acts  itself in lieu of  committees  due to its
          small size.

     (2)  The view of the Board of Directors is that it is  appropriate  for the
          Registrant  not  to  have  such a  committee,  because  all  directors
          participate in the consideration of director  nominees,  and the Board
          is so small.

     (3)  Each of the members of the Board which acts as nominating committee is
          not  independent,  pursuant to the  definition  of  independence  of a
          national  securities  exchange  registered pursuant to section 6(a) of
          the Act (15 U.S.C. 78f(a).

     (4)  The   nominating   committee   has  no  policy   with  regard  to  the
          consideration  of any  director  candidates  recommended  by  security
          holders,   but  the  committee  will  consider   director   candidates
          recommended by security holders.

     (5)  The  basis  for  the  view  of  the  board  of  directors  that  it is
          appropriate for the Registrant not to have such a policy is that there
          is no need to adopt a policy for a small company.

                                       12

<PAGE>

     (6)  The  nominating  committee  will consider  candidates  recommended  by
          security   holders,   and  by  security  holders  in  submitting  such
          recommendations; should provide a completed Directors Questionnaire to
          the Company.

     (7)  There are no  specific,  minimum  qualifications  that the  nominating
          committee  believes must be met by a nominee  recommended  by security
          holders except to find anyone willing to serve with clean  background.
          There  are no  differences  in the  manner  in  which  the  nominating
          committee evaluates nominees for director based on whether the nominee
          is recommended by a security holder, or found by the Board.

     (8)  The  nominating  committee's  process for  identifying  and evaluation
          nominees for  director,  including  nominees  recommended  by security
          holders,  is to find  anyone  willing to serve with clean  background.
          There  are no  differences  in the  manner  in  which  the  nominating
          committee evaluates nominees for director based on whether the nominee
          is recommended by a security holder, or found by the Board.

     (9)  With regard to each nominee  approved by the nominating  committee for
          inclusion on the Registrant's  proxy card (other than nominees who are
          executive  officers or who are  directors  standing for  re-election),
          state  which one or more of the  following  categories  of  persons or
          entities  recommended  that nominee:  Board of Directors and Executive
          Officers.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

     The following  table sets forth,  as of July 15, 2005, each person known by
the Company to be the beneficial  owner of five percent or more of the Company's
Common  Stock,  all  Directors  and  Executive  Officers  individually  and  all
Directors  and  Executive  Officers of the Company as a group.  Except as noted,
each  person has sole  voting and  investment  power with  respect to the shares
shown.

       Name and Address         Amount of Beneficial     Percentage
     of Beneficial Owner             Ownership            of Class
     -------------------        --------------------     ----------

Dale Stonedahl                       5,594,269             25.5%
6525 Gunpark Drive
Suite 150-239
Boulder, CO  80301

Blair Zykan, President & Director    1,357,900              6.2%
8750 East Otero Circle
Englewood, CO  80112

Louis F. Coppage, Director             250,000 (1)          1.1%
UMI 7350 North Broadway
Denver, CO  80211

Jay Reano, Director                    335,714 (2)          1.5%
4035 South Niagara Way
Denver, CO  80237


                                       13


<PAGE>
       Name and Address         Amount of Beneficial     Percentage
     of Beneficial Owner             Ownership            of Class
     -------------------        --------------------     ----------

Aspect Energy LLC                    3,667,045 (3)         13.0%
511 16th Street, Suite 300
Denver, CO  80202

All Directors and Officers           1,943,614              8.7%
as a Group (3 persons)
-------------------

(1)  Represents  150,000  shares held  directly by Louis F.  Coppage and 100,000
     shares issuable under currently exercisable stock options held by him.

(2)  Represents  142,857  shares held  directly  by Mr.  Reano,  142,857  shares
     underlying  warrants  held by Mr.  Reano,  and  50,000  options  under  the
     Company's stock option plan.

(3)  Includes 867,045 shares held by Walnut Software LLC of which Aspect Energy,
     LLC owns a majority interest.


                         EQUITY COMPENSATION PLAN INFORMATION

Plan category   Number  of  securities  Weighted  Average    Number  of
                securities  to be is-   price of out-        remaining
                sued upon exercise of   standing options     for future
                outstanding options,    warrants and rights  issuance
                warrants and rights
--------------  ---------------------  -------------------  --------------------
Equity compen-
sation plans
approved by
securityholders        450,000             $.37                 1,550,000
--------------------------------------------------------------------------------
Equity compen-
sation plans
not approved by
securityholders              0                0                         0
--------------------------------------------------------------------------------
Total                  450,000             $.37                 1,550,000


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company has agreed to pay Louis F. Coppage,  a Director of the Company,
a fee for his  services  in  connection  with the  sale of  assets  to  Willette
Acquisition  Corp.  d/b/a Allied  Vaughn,  upon receipt of payments  from Allied
Vaughn. (See ITEM 1 - BUSINESS - SALE OF ASSETS.) Mr. Coppage will receive 5% of
the first $1 million;  4% of the second $1 million;  3% of the third $1 million;
and 2% of the  last  $500,000.  If the  Company  receives  the  maximum  of $3.5
million,  Mr.  Coppage will receive a total fee of $130,000.  This Agreement was
assumed by YGCD Assets, Inc. as of June 1, 2004.


                                       14

<PAGE>

     On September 20, 2002,  the Board  approved a $50,000  Promissory  Note and
Security Agreement with HPI Services, Inc. which is affiliated with Jay Reano, a
Director  of the  Corporation.  The  funds  from  the Note are to be used to pay
outstanding  liabilities and to pay future operating  costs.  This Agreement was
assumed by YGCD Assets, Inc. as of June 1, 2004.

     The Note  provides for an interest  rate of 30% per annum prior to maturity
and 40%  thereafter;  that the loan will  become due upon  receipt  of  payments
received by the  Corporation  under its Purchase and Sale  Agreement with Allied
Vaughn, or September 6, 2006; that a prepayment penalty will apply if paid prior
to  September  6, 2004;  $2,000 of the loan  proceeds  will be  withheld  by HPI
Services,  Inc. to reimburse  it for legal fees;  and that it will be secured by
the Purchase and Sale  Agreement  with Allied  Vaughn and the proceeds from that
agreement. This Agreement was assumed by YGCD Assets, Inc. as of June 1, 2004.

     During the period ended March 31, 2005, the Company  received a total of $0
under the Note, which it applied to outstanding liabilities.

                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits.

EXHIBIT
NUMBER    DESCRIPTION                   LOCATION
-------   -----------                   --------

  3.1     Articles of Incorporation,      Incorporated by reference to Exhibit
          as amended                      3.1 to the Registrant's Report on
                                          Form 10-KSB for the year ended
                                          March 31, 2001

  3.2     Bylaws                          Incorporated by reference to Exhibit
                                          3.2 to the Registrant's Report on
                                          Form 10-KSB for the year ended
                                          March 31, 2001

  3.3     Articles of Amendment           Incorporated by reference.
          to Articles of
          Incorporation filed
          October 24, 2002

 10.1     Share Exchange Agreement        Incorporated by reference to
          between Kimbell de Car          Exhibit 10 to the Registrant's
          Corporation and YGCD            Report on Form 8-K dated April 20,
          Assets, Inc.                    2000


 10.2     Lease Agreement with North      Incorporated by reference to
          Valley Tech, LLC                Exhibit 10.2 to the Registrant's
                                          Report on Form 10-KSB for the
                                          year ended March 31, 2001

 10.3     Employment Agreement with       Incorporated by reference to
          Blair Zykan                     Exhibit 10.3 to the Registrant's
                                          Report on Form 10-KSB for the
                                          year ended March 31, 2001

                                       15

<PAGE>

 10.4     Employment Agreement with       Incorporated by reference to
          Dale Stonedahl                  Exhibit 10.4 to the Registrant's
                                          Report on Form 10-KSB for the
                                          year ended March 31, 2001

 10.5     Employment Agreement with       Incorporated by reference to
          Louis F. Coppage                Exhibit 10.5 to the Registrant's
                                          Report on Form 10-KSB for the
                                          year ended March 31, 2001

 10.5     2000 Equity Incentive Plan      Incorporated by reference to
                                          Exhibit 10.5 to the Registrant's
                                          Report on Form 10-KSB for the
                                          year ended March 31, 2001

 10.6     Purchase and Sale Agreement     Incorporated by reference to
          with Willette Acquisition       Exhibit 10 the Registrant's Report
          Corp.                           on Form 8-K dated October 22, 2002

 10.7     Consulting Agreement with       Incorporated by reference
          Louis F. Coppage

 10.8     Stipulation for Settlement      Incorporated by reference
          with North Valley Ventures,
          LLC

 21       Subsidiaries of the             Incorporated by reference to
          Registrant                      Exhibit 21 to the Registrant's
                                          Annual Report on Form 10-KSB for
                                          the fiscal year ended December 31,
                                          2001

 31       Certification of Chief          Exhibit 31.1
          Executive Officer and
          Chief Financial Officer
          Pursuant to 18 U.S.C.
          Section 1350

 32       Certification of Chief          Exhibit 32.1
          Executive Officer and
          Chief Financial Officer
          Pursuant to 18 U.S.C.
          Section 135

     (b) The Company filed the  following  Reports on Form 8-K during the fiscal
year of the period covered by this Report:

        Form 8-K filed August 12, 2004
        Form 8-K filed February 25, 2005


                                       16


<PAGE>

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

     General.  Hein & Associates  LLP, CPAs ("Hein") is the Company's  principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether the provisions of audit services is compatible with  maintaining  Hein's
independence.

AUDIT FEES

     The  aggregate  fees  billed  by Hein &  Associates  LLP  for  professional
services rendered for the audit of our annual financial statements and review of
financial statements included in our Form 10-KSB's or services that are normally
provided in connection  with statutory and  regulatory  filings were $12,080 for
fiscal year 2005 and $9,950 for fiscal year 2004.

     The  aggregate  fees  billed  by Hein &  Associates  LLP  for  professional
services  rendered for tax  compliance,  tax advice and tax planning were $0 for
fiscal year 2005, and $0 for fiscal year 2004.

ALL OTHER FEES

     In fiscal  2004 and  2003,  Hein &  Associates  LLP fees  billed  for other
services were $0.

     All audit work was performed by the auditors' full time employees.






















                                       17


<PAGE>

                                   SIGNATURES:

     Pursuant  to the  requirements  of Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                 TDI HOLDING CORP.


DATED:  July 15, 2005            By: /s/ Blair Zykan
                                     ---------------------------
                                   Blair Zykan
                                     President, Chief Financial Officer
                                     and Chief Executive Officer



     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report is signed below by the following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.


                                      By: /s/ Blair Zykan
DATED:  July 15, 2005                     -----------------------------
                                          Blair Zykan
                                          Director


                                      By: /s/ Louis J. Coppage
DATED:  July 15, 2005                     -----------------------------
                                          Louis J. Coppage
                                          Director


DATED:  July 15, 2005                 By: /s/ Jay Reano
                                          -----------------------------
                                          Jay Reano
                                          Director




<PAGE>


                             TDI HOLDING CORPORATION
                          (FORMERLY TANGIBLEDATA, INC.)
                     FINANCIAL STATEMENTS TABLE OF CONTENTS
                                 March 31, 2005







                                                               PAGE
                                                               ----
Reports of Independent Registered Public Accounting Firm....   F-1

 Balance Sheets...........................................     F-2

 Statements of Operations.................................     F-3

 Statement of Stockholders' Deficit.......................     F-4

 Statements of Cash Flows.................................     F-5

 Notes to Financial Statements ............................    F-6





<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Stockholders and Directors
TDI Holding Corporation
Denver, Colorado


We have  audited the  accompanying  balance  sheets of TDI  Holding  Corporation
(formerly  TangibleData,  Inc.) as of March 31,  2005 and 2004,  and the related
statements  of  operations,  stockholders'  deficit and cash flows for the years
ended March 31, 2005 and 2004. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

We conducted  our audits in  accordance  with  auditing  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over  financial  reporting.  Accordingly,  we express no such opinion.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of TDI Holding  Corporation and
Subsidiary as of March 31, 2005 and 2004 and the results of their operations and
their cash flows for the years ended March 31, 2005 and 2004, in conformity with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 in the
financial  statements,  as of March 31,  2005,  the  Company  has no  continuing
operations,  a working  capital deficit and a  stockholders'  deficiency.  These
factors,  among others,  raise  substantial doubt about the Company's ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  2.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of these uncertainties.

HEIN & ASSOCIATES LLP
Denver, Colorado
July 13, 2005




                                       F-1


<PAGE>
<TABLE>
<CAPTION>

                             TDI HOLDING CORPORATION
                          (FORMERLY TANGIBLEDATA, INC.)
                                 Balance Sheets

                                                                                   March 31,              March 31,
                                                                                     2005                    2004
                                                                                -------------------     ----------------

ASSETS
 Current Assets:
<S>                                                                          <C>                       <C>
Cash                                                                         $           1,000         $     4,000
Other receivables                                                                            -               2,000
Receivables - stockholder & director                                                         -               1,000
Other current assets                                                                         -              (3,000)
                                                                                -------------------     ----------------
 Total Current Assets                                                                    1,000               4,000


Total Assets                                                                 $           1,000         $     4,000
                                                                                ===================     ================


LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities
Accounts Payable                                                             $               -         $    88,000
Accrued Liabilities                                                                    250,000             372,000
Notes payable and Related Party                                                              -              36,000
Note payable to YGCD Assets, Inc.                                                      100,000
Note payable                                                                                 -             130,000
                                                                                -------------------     ----------------
 Total current liabilities                                                             350,000             626,000
                                                                                -------------------     ----------------

Stockholders'   Deficit  :
Common stock, no par value; 100,000,000 shares authorized;
  21,938,038 shares issued and outstanding as of                                    13,257,000          13,242,000
  December 31, 2004

Accumulated  deficit                                                               (13,606,000)        (13,864,000)
                                                                                -------------------     ----------------
Total Stockholders' Deficit                                                           (349,000)           (622,000)
                                                                                -------------------     ----------------
Total Liabilities and Stockholders' Deficit                                  $           1,000         $     4,000
                                                                                ===================     ================
</TABLE>

            See accompanying notes to these financial statements.

                                       F-2


<PAGE>
<TABLE>
<CAPTION>

                             TDI HOLDING CORPORATION
                          (FORMERLY TANGIBLEDATA, INC.)
                            STATEMENTS OF OPERATIONS


                                                                                   FOR THE YEARS ENDED MARCH 31,
                                                                                2005                                   2004
                                                                      --------------------------          --------------------------

<S>                                                                 <C>                                 <C>
 Revenue                                                            $                         -         $
                                                                      --------------------------          --------------------------

Operating Expenses
Salaries                                                                                 15,000                       15,000
General and administrative costs                                                         21,000                       50,000
Assumption fee to YGCD Assets, Inc.                                                       9,000                            -
                                                                      --------------------------          --------------------------
Total operating expenses                                                                 45,000                       65,000
                                                                      --------------------------          --------------------------
Loss from operations                                                                    (45,000)                     (65,000)

Other Income and (Expense)
     Interest expense                                                                   (21,000)                     (25,000)
     Other income (Expense)                                                               3,000                       (4,000)
                                                                      --------------------------          --------------------------
Total Other Income (Expense)                                                            (18,000)                     (29,000)

Net Loss                                                             $                  (63,000)        $            (94,000)
                                                                      ==========================          ==========================


Net Loss per Common Share                                                                 (0.00)                       (0.00)
                                                                      ==========================          ==========================

Weighted Average Shares                                                              21,290,797                   21,676,000
</TABLE>

              See accompanying notes to these financial statements.

                                       F-3


<PAGE>
<TABLE>
<CAPTION>
                             TDI HOLDING CORPORATION
                          (FORMERLY TANGIBLEDATA, INC.)

                       STATEMENTS OF STOCKHOLDER'S DEFICIT

                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004


                                                                 COMMON STOCK
                                                    -------------------------------------           ACCUMULATED
                                                         SHARES                AMOUNT               DEFICIT                 TOTAL
                                                    -------------------------------------------------------------------------------

<S>                                                        <C>                <C>                   <C>                  <C>
BALANCES, April 1, 2003                                    21,938,308         $ 13,227,000          $ (13,770,000)       $ (543,000)

     Contribution of services                                       -               15,000                                   15,000
     Net loss                                                       -                                     (94,000)          (94,000)
                                                    -------------------------------------------------------------------------------
BALANCES, March 31, 2004                                   21,938,308           13,242,000            (13,864,000)         (622,000)

     Contribution of services                                                       15,000                                   15,000
     Recapitalization due to liability relief                                            -                321,000           321,000
     Net loss                                                       -                    -                (63,000)          (63,000)
                                                    -------------------------------------------------------------------------------
BALANCES, March 31, 2005                                   21,938,308           13,257,000            (13,606,000)         (349,000)
</TABLE>


              See accompanying notes to these financial statements.

                                       F-4


<PAGE>
<TABLE>
<CAPTION>

                             TDI HOLDING CORPORATION
                          (FORMERLY TANGIBLEDATA, INC.)
                            STATEMENTS OF CASH FLOWS
                          For the years ended March 31,

                                                                                2005                             2004
                                                                       --------------------------       ---------------------------

Cash Flows from Operating Activities:
<S>                                                                    <C>                              <C>
Net loss                                                               $           (63,000)             $            (94,000)
Adjustments to reconcile net loss to net cash
flow from operating activities:
Accrued salaries contributed by officer and director                                15,000                            15,000
Changes in operating assets (Increase)/Decrease:
Receivables                                                                              -                             1,000
Other assets                                                                                                          11,000
Assumption fee to YGCD Assets, Inc.                                                  9,000                                 -
Increase (decrease) in accounts payable and                                                                           50,000
accrued liabilities                                                                 27,000                                 -
                                                                       --------------------------       ---------------------------
Net Cash Flows Used by Operating Activities                                        (12,000)                          (17,000)
                                                                       --------------------------       ---------------------------

Cash Flows from Financing Activities:
 Proceeds from related party note                                                    9,000                            16,000
                                                                       --------------------------       ---------------------------
Net Cash Provided by Financing Activities                                            9,000                            16,000

Net Decrease in Cash and Cash Equivalents                                           (3,000)                           (1,000)

Cash and Cash Equivalents - Beginning of Year                                        4,000                             5,000
                                                                       --------------------------       ---------------------------

Cash and Cash Equivalents - End of Year                                $             1,000              $              4,000
                                                                       ==========================       ===========================

Transfer of net liabilities to YGCD Assets                             $           321,000
</TABLE>

         See accompanying notes to these financial statements

                                       F-5


<PAGE>


                             TDI HOLDING CORPORATION
                          (FORMERLY TANGIBLEDATA, INC.)
                          Notes to Financial Statements
                                 March 31, 2005

Note 1 - Organization and Summary of Significant Accounting Policies:
         ------------------------------------------------------------

ORGANIZATION:

Nature  of  Operations  - TDI  Holding  Corporation  (TDI) was  incorporated  in
Colorado in January 2000. Its wholly-owned subsidiary,  YGCD Assets, Inc. (YGCD)
was the recipient of a transfer of assets and liabilities during the 3rd quarter
of 2004.  Subsequently  YGCD was  transferred  to the  shareholders  of TDI on a
pro-rata  basis as a dividend on a one for one  basis.(See  note 3). The Company
previously provided user-driven  e-content publishing and delivery solutions for
business and consumer markets.

BASIS OF ACCOUNTING:

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting  principles  generally  accepted in the
United States.

CASH AND CASH EQUIVALENTS:

The Company  considers all highly  liquid debt  instruments,  purchased  with an
original maturity of three months or less, to be cash equivalents.


FINANCIAL INSTRUMENTS.

The  carrying  amount of  receivables,  accounts  payable,  line-of-credit,  and
accrued  liabilities and notes payable approximate fair value due to their short
maturities or interest rates that approximate market.

STOCK-BASED COMPENSATION.

The Company  accounts  for  stock-based  compensation  for  employees  using the
intrinsic value method prescribed in Accounting  Principles Board Opinion No. 25
(APB 25), Accounting for Stock Issued to Employees, and related interpretations.
Accordingly,  compensation  cost for  stock,  stock  options  or  other  similar
instruments,  granted to  employees  is measured  as the excess,  if any, of the
quoted  market  price of the  Company's  common  stock at the  measurement  date
(generally,  the date of grant) over the amount an employee  must pay to acquire
the stock.

                                       F-6



<PAGE>

                             TDI HOLDING CORPORATION
                          (FORMERLY TANGIBLEDATA, INC.)
                          Notes to Financial Statements
                                 March 31, 2005

The Company  accounts  for  stock-based  compensation  for  non-employees  under
Accounting for  Stock-Based  Compensation  (SFAS No 123).  SFAS No. 123 requires
that  options,   warrants,   and  similar   instruments  which  are  granted  to
non-employees  for goods and  services  be  recorded  at fair value on the grant
date. Fair value is generally determined under an option pricing model using the
criteria  set forth in SFAS No.  123.  The  Company  is subject to the pro forma
disclosure  requirements  for stock-based  compensation  for employees.  For the
years ended March 31, 2005 and 2004 there was no compensation expense related to
options  granted to  employees  under APB 25 or SFAS No. 123 for purposes of the
SFAS No. 123 pro forma net loss disclosure.

EARNINGS PER SHARE.

Net loss per common share is  presented in  accordance  with the  provisions  of
Statement of Financial  Accounting Standards (SFAS) No. 128, Earnings Per Share.
Under SFAS No. 128, basic EPS excludes  dilution for potential common shares and
is computed by dividing  the net loss by the weighted  average  number of common
shares  outstanding  for the year.  Diluted EPS reflects the potential  dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or converted  into common stock and resulted in the issuance of common
stock. As a result of losses, diluted EPS is the same as basic EPS as the effect
of all potential common stock is anti-dilutive.

Options to purchase  450,000  shares of common  stock,  and warrants to purchase
248,366 shares of common stock were  outstanding at March 31, 2005. As discussed
above, due to the net loss, the options and warrants are anti-dilutive.

USE OF ESTIMATES:

The  preparation  of  financial   statements,   in  conformity  with  accounting
principles generally accepted in the United States,  requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

NEW ACCOUNTING PRONOUNCEMENTS.

The  Company  is not  aware  of any new  accounting  pronouncements  that  would
significantly affect the Company.

                                       F-7


<PAGE>

                             TDI HOLDING CORPORATION
                          (FORMERLY TANGIBLEDATA, INC.)
                          Notes to Financial Statements
                                 March 31, 2005

Note 2 - LIQUIDITY:
------------------

The  financial  statements  have been  prepared on a going  concern  basis which
contemplates  the  realization  of assets and  liquidation of liabilities in the
ordinary  course of business.  Continuation of the Company as a going concern is
dependent  upon  raising  additional  capital,  finding a merger  candidate  and
ultimately  achieving  profitable   operations  and  cash  flow.  The  financial
statements do not include any adjustments that could be necessary if the Company
were unable to continue operations as a going concern.

The Company had losses since  inception,  a stockholder's  deficit and a working
capital deficit at March 31, 2005 of $(349,000).

The  Company  plans  to  pursue  a  business   combination  or  other  strategic
transactions.   No  candidate  for  such  a  transaction  has  been  identified.
Ultimately, the continuation of the Company as a going concern is dependent upon
the establishment of profitable operations.

Because the  achievement of these plans is dependent  upon future events,  there
can be no assurance that future profitable  operations will occur as planned. As
a result,  there is a  substantial  doubt  regarding  the  Company's  ability to
continue as a going concern.

Note 3 - RECAPITALIZATION:
-------------------------

During the 3rd  quarter of 2004 the  Company  concluded a transfer of assets and
liabilities  to YGCD  Assets,  Inc. a wholly owned  subsidiary,  pursuant to the
terms of a partial  liquidation  approved by the board of  directors in March of
2004. The asset transferred was a note receivable from Willette  Acquisition Co.
received in October  2002.  The note  provided for  payments  related to the net
income of the assets sold calculated over the following 60 months.  The note was
carried on the books of the  Company at zero basis.  Through  March 31, 2005 the
Company had not received any payments on the note. The  liabilities  transferred
include a note  payable of $45,000 and accrued  interest of $22,000 to a related
party,  a note  payable of  $130,000,  accrued  interest  of $50,000 and accrued
expenses  of  $74,000.  The  aggregate  total  of  liabilities  transferred  was
$321,000.

The  Company has a $100,000  liability  to YGCD  Assets,  Inc.  This  balance is
comprised of approximately  $91,000 of the Company's payables which have not yet
been formally  transferred to YGCD Assets,  Inc. with third party vendor consent
and  therefore  these  payables are legally  liabilities  of the  Company.  YGCD
Assets,  Inc. is in the process of contacting  the various  company  vendors and
will either be able to legally  transfer  various  liabilities  to YGCD  Assets,
Inc.,  arrange for payments with the vendor, or the vendor will have recourse to
the Company. The remaining amount of $9,000 represents an assumption fee by YGCD
Assets, Inc.

                                       F-8


<PAGE>

                             TDI HOLDING CORPORATION
                          (FORMERLY TANGIBLEDATA, INC.)
                          Notes to Financial Statements
                                 March 31, 2005

The transfer of amounts to related  parties are released by the related  parties
so the same amounts are reflected as a contribution to paid in capital.

The Company has a court ordered  judgment to pay a prior landlord  $250,000.  In
June 2004 an amendment to this  judgment was approved by the court.  Pursuant to
the amendment this liability was also transferred to YGCD Assets,  Inc., subject
to a  potential  contingent  payment  by the  Company at the time of the sale of
control.  This contingent payment is $10,000 plus 20% of any amount received for
the sale of control which exceeds $70,000.  Management estimates that any amount
contingently paid under the amendment would be substantially less than $250,000.
However,  under generally accepted  accounting  principles,  since there remains
this contingency for the possibility of full payment, the note cannot be reduced
until the contingency is resolved.

Note 4 - STOCKHOLDER'S EQUITY:
-----------------------------

The Company has an equity  incentive  plan which  provides  for the  issuance of
qualified and  non-qualified  stock  options,  restricted  stock  awards,  stock
appreciation  rights,  stock  bonuses  and other  stock  grants to  certain  key
employees  of the Company and certain  consultants.  The plan will  terminate on
April 20, 2010. Under the plan, the number of shares in the aggregate authorized
for issuance can only increase by approval of the Board and  shareholders of the
Company. As of March 31, 2005,  approximately  1,550,000 shares remain available
under the plan.

There has been no incentive  stock option activity for the years ended March 31,
2004 and 2005.

The  Company has issued no new  warrants  for the years ended March 31, 2004 and
2005.

As of March 31, 2005, there were options  outstanding under the Plan to purchase
an aggregate of 450,000 shares of Common Stock with exercise prices ranging from
$0.25 to $0.39 per share.

OTHER COMPREHENSIVE INCOME:

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.

                                       F-9



<PAGE>
                             TDI HOLDING CORPORATION
                          (FORMERLY TANGIBLEDATA, INC.)
                          Notes to Financial Statements
                                 March 31, 2005


Note 5  -  Federal Income Taxes
-------------------------------

The Company has  approximately  $5,670,000 in net operating  loss  carryforwards
which  will  expire  in  the  years  2020  to  2025.  The  utilization  of  such
carryforwards  may be limited currently under Section 382 and will be limited in
the future under  Section 382 of the IRC if the company  completes a merger with
another entity. The valuation allowance increased by $80,000 between 3/31/04 and
3/31/05.

The Company applies  Financial  Accounting  Standards Board (FASB)  Statement Of
Financial  Accounting Standards Number 109. Deferred income taxes are recognized
for  the  tax  consequences  of  "temporary  differences"  by  applying  enacted
statutory  tax rates  applicable  to future  years to  differences  between  the
financial  statement  carrying  amounts and the tax basis of existing assets and
liabilities.


Deferred tax assets                            March 31, 2005     March 31, 2004
         Tax effect of net operating loss
          carryforwards                        $   2,100,000        $1,910,000
         The effect of loss not recognized
          on sale of operations                            0           110,000
         Valuation allowance                      (2,100,000)       (2,020,000)
                                                 -------------     -------------
         Net deferred tax assets                 $         0      $          0
                                                 =============     =============


The actual  income tax expense  (benefit)  differs from the expected tax expense
(benefit) computed by applying the U.S. Federal corporate income tax rate of 34%
as follows:


                            For the Year Ended March    For the Year Ended March
                                    31, 2005                    31, 2004

Computed (expected) benefit    (34%)       $(21,400)       (34%)      $( 32,000)
State income taxes, net of
 Federal income tax benefit     (3.1%)     $ (1,900)        (3.1%)    $ ( 3,000)
Non-deductible expense             0%      $      0         (3.4%)    $   5,000
Valuation allowance and other   37.1%      $ 23,300         37.6%     $  30,000
                               -------     ---------       ------     ----------
Net tax expense                    -              -            -              -
                               =======     =========       ======     ==========



                                      F-10