CERTIFICATION OF DISCLOSURE PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection  with the Annual Report of TDI Holding  Corp.  (the  "Company") on
Form 10-KSB for the period  ending  March 31, 2004 as filed with the  Securities
and Exchange Commission on the date hereof (the "Report"). I, Blair Zykan, Chief
Executive Officer and Chief Financial Officer of the Company,  certify, pursuant
to 18 USC section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge and belief:

(1)  I am the certifying Officer and I have reviewed the report being filed;

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

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

(4)  I and the other certifying officers are responsible for establishing and
     maintaining disclosure controls and procedures (as such term is defined in
     paragraph (c) of this section) for the issuer and have:

               i.   Designed such disclosure controls and procedures to ensure
                    that material information relating to the issuer, including
                    its consolidated subsidiaries, is made know to them by
                    others within those entities, particularly during the period
                    in which the periodic reports are being prepared;

               ii.  Evaluated  the  effectiveness  of  the  issuer's  disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of the report ("Evaluation Date"); and

               iii. Presented  in  the  report  their   conclusions   about  the
                    effectiveness  of the  disclosure  controls  and  procedures
                    based on their evaluation as of the Evaluation Date;

(5)  I and the other certifying officers have disclosed, based on their most
     recent evaluation, to the issuer's auditors and the audit committee of the
     Board of Directors (or persons fulfilling the equivalent function);

               i.   All  significant  deficiencies in the design or operation of
                    internal  controls which could adversely affect the issuer's
                    ability to record,  process,  summarize and report financial
                    data and  have  identified  for the  issuer's  auditors  any
                    material weaknesses in internal controls; and ii. Any fraud,
                    whether or not material,  that involves  management or other
                    employees  who  have a  significant  role  in  the  issuer's
                    internal controls; and

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

         Dated:  July 14, 2004               Officer: CFO, CEO

                                             Name: Blair Zykan


                                                   /s/ Blair Zykan
                                                   -----------------------------
                                             Position: CFO, CEO