SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-KSB/A

                                  AMENDMENT #1



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

              For the Fiscal Year ended:  March 31, 2004


            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, 2004, 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 $326,553 at $.02 bid on March 31, 2004.

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 situation
became 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


<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.


<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.

     Subsidiary at March 31, 2004:  YGCD Assets, Inc., a Colorado Corporation.
The wholly owned subsidiary was inactive at March 31, 2004 but has been
activated as of June 1, 2004 and was the recipient of the assignment of the
Willette Acquisition Agreement, and it assumed all of the debt of the Company in
exchange for a Promissory Note for $100,000.

     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.

     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

<PAGE>

maximum amount to be paid to the landlord by the trust 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.

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, 2004.

                                     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, 2004                           0.04        0.02
     September 30, 2004                      0.04        0.01
     December 31, 2004                       0.04        0.00
     March 31, 2004                          0.01        0.00

     June 30, 2003                           0.01        0.00
     September 30, 2003                      0.01        0.00
     December 31, 2003                       0.04        0.00
     March 31, 2003                          0.04        0.01


     APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK. The number of holders of
record of the Company's common stock at March 31, 2004 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, 2004, the
Company did not sell any securities which were not registered under the
Securities Act of 1933, as amended.

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

<PAGE>

inclusion as a representation by us that the objectives or plans will be
achieved.

RESULTS OF OPERATIONS

     YEAR ENDED MARCH 31, 2004 COMPARED WITH THE YEAR ENDED MARCH 31, 2003

     During the year ended March 31, 2004, the Company had no revenues
compared with $301,000 during the year ended March 31, 2003. The revenue
decrease from the previous year is a direct result of the sale of the Company's
operations and the transfer of operations to Allied Vaughn.

     Materials, freight, packaging, and contract labor for the year ended March
31, 2004 was none compared to $182,000 (60% of total sales) for the year ended
March 31, 2003, due to the discontinuation of operations.

     Salaries for the year ended March 31, 2004 were $15,000 compared to
$284,000 for the year ended March 31, 2003. The reason for the decrease was due
to the discontinuance of operations.

     Expenses paid with stock and stock options for the year ended March 31,
2004 was none compared to $75,000 for the year ended March 31, 2003.

     Total other income and expenses were $(50,000) during the year ended March
31, 2004 as compared to $(575,000) for the prior year. The decreased expenses
were due to the transfer of all operations to Allied Vaughn.

     The Company had a net loss of ($94,000) in fiscal year ended March 31, 2004
compared to ($1,508,000) in the fiscal year ended March 31, 2003. The large loss
in fiscal year ended March 31, 2003 was a result of discontinued operations. The
net loss per share was nominal in the fiscal year ended March 31, 2004 compared
to ($.07) per share loss in the fiscal year ended March 31, 2003.  The Company
expects the trend of losses in the coming year will remain approximately the
same as in the fiscal year ended March 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's working capital deficit was $622,000 at March 31, 2004. The
increase in working capital deficit during the year ended March 31, 2004, was
primarily due to the accrual of interest on debt.

        The Company has no operating capital apart from $4,000 in cash and no
business.  The sole capital resource is the common stock of the Company.

     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

<PAGE>

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.

     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.

        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 December 31, 2003, 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.


<PAGE>

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, 2004, 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-14 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.

        Blair Zykan, who serves as the Company's Chief Executive Officer and
President, after evaluating the effectiveness of the Company's disclosure
controls and procedures as defined in Exchange Act Rules 13a-14(c) as of March
31, 2004 (the "Evaluation Date") concluded that as of the Evaluation Date, the
Company's disclosure controls and procedures were adequate and effective to
ensure that material information relating to the Company and its consolidated
subsidiaries would be made known to them by individuals within those entities,
particularly during the period in which this annual report was being prepared
and that information required to be disclosed in our SEC reports is recorded,
processed, summarized, and reported within the time periods specified in the
SEC's rules and forms. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect the
Company's disclosure controls and procedures subsequent to the Evaluation Date,
nor any significant deficiencies or material weaknesses in such disclosure
controls and procedures requiring corrective actions. As a result, no corrective
actions were taken.

                                    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
                                         and Director

Louis F. Coppage              68         Director

Jay Reano                     51         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 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

<PAGE>

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.

     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.


<PAGE>

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, 2004, 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
                           ------------------------     ---------------------   -------
                                                                         Securi-
                                                                            ties
                                                                     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,        2004   $0           0       0          0            0         0        0
President and       2003   $ 59,583(1)  0       0          0            0         0        0
Chief Executive     2002   $143,000(1)  0       0          0            0         0        0
Officer             2001   $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.

<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 the
2000 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.

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

Compensation Committee Interlocks

     As of March 31, 2004, 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.

     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 compensa-
                tion committees of the Board of Directors or committees perform-
                ing 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.

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

        (7)     There are no specific, minimum qualifications that the nominat-
                ing 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 evalua-
                tion 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 stand-
                ing 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.


<PAGE>

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

     The following table sets forth, as of July 17, 2004, 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                          1,357,900              6.2%
8750 East Otero Circle
Englewood, CO  80112

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

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

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.


<PAGE>


<TABLE>
<CAPTION>

                         EQUITY COMPENSATION PLAN INFORMATION

Plan            category Number of securities Weighted Average Number of
                securities to be issued upon ex- exercise price of remaining
                available exercise of outstand- outstanding options for future
                issuance ing options, warrants warrants and rights and rights
--------------  ---------------------  -------------------  --------------------
<S>             <C>                    <C>                  <C>
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


</TABLE>

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.

     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, 2004, the Company received a total of
$16,000 under the Note, which it applied to outstanding liabilities.

<PAGE>

                                     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

 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

<PAGE>


 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          Incorporated by reference
          Executive Officer and
          Chief Financial Officer
          Pursuant to 18 U.S.C.
          Section 1350

32        Certification of Chief          Incorporated by reference
          Executive Officer and
          Chief Financial Officer
          Pursuant to 18 U.S.C.
          Section 135

     (b) The Company filed no Reports on Form 8-K during the last quarter of the
period covered by this Report.

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 norm-
ally provided in connection  with statutory and  regulatory  filings were $9,950
for fiscal year 2004 and $9,000 for fiscal year 2003.

     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 2004, and $17,180 for fiscal year 2003.

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.


<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 27, 2004            By: /s/ Blair Zykan
                                     ---------------------------
                                     Blair Zykan
                                     President/Chief Financial 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/ Louis J. Coppage
DATED:  July 14, 2004                     -----------------------------
                                          Louis J. Coppage
                                          Director


DATED:  July 14, 2004                 By: /s/ Jay Reano
                                          -----------------------------
                                          Jay Reano
                                          Director

<PAGE>

                             TDI Holding Corporation

                              Financial Statements
                               For the Years Ended
                             March 31, 2004 and 2003







<PAGE>

<TABLE>
<CAPTION>

                                              INDEX TO FINANCIAL STATEMENTS


                                                                                                                    PAGE
<S>                                                                                                                  <C>
Independent Auditor's Report.........................................................................................F-2

Consolidated Balance Sheet - March 31, 2004..........................................................................F-3

Consolidated Statements of Operations - For the Years Ended March 31, 2004 and 2003..................................F-4

Consolidated Statements of Stockholders' Equity (Deficit) - For the Years Ended March 31, 2004
      and 2003.......................................................................................................F-5

Consolidated Statements of Cash Flows - For the Years Ended March 31, 2004 and 2003..................................F-6

Notes to Consolidated Financial Statements...........................................................................F-7
</TABLE>






                                              F-1

<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Stockholders and Directors
TDI Holding Corporation
Denver, Colorado


We have audited the accompanying consolidated balance sheet of TDI Holding
Corporation (formerly TangibleData, Inc.) and Subsidiary (the "Company") as of
March 31, 2004, and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for the years ended March 31, 2004
and 2003. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with the 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 financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of TDI
Holding Corporation and Subsidiary as of March 31, 2004 and the results of their
operations and their cash flows for the years ended March 31, 2004 and 2003, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, as of March 31, 2004, the Company has
incurred losses from operations since inception. This factor, 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.


/s/ HEIN & ASSOCIATES LLP
HEIN & ASSOCIATES LLP

Denver, Colorado
June 18, 2004

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                                         TDI HOLDING CORPORATION AND SUBSIDIARY
                                              (FORMERLY TANGIBLEDATA, INC.)

                                               CONSOLIDATED BALANCE SHEET
                                                     MARCH 31, 2004


                                                         ASSETS
<S>                                                                                                   <C>

CURRENT ASSETS:
    Cash and cash equivalents                                                                         $          4,000
    Other receivables                                                                                            2,000
    Receivable - stockholder and director                                                                        1,000
    Receivable reserve                                                                                          (3,000)
                                                                                                      ----------------

TOTAL CURRENT ASSETS                                                                                  $          4,000
                                                                                                      ================

                                         LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable                                                                                  $         88,000
    Accrued liabilities                                                                                        372,000
    Note payable - related party                                                                                36,000
    Note payable                                                                                               130,000
                                                                                                      ----------------
         Total current liabilities                                                                             626,000
                                                                                                      ----------------

COMMITMENTS AND CONTINGENCIES (Notes 2, 3 and 6)

STOCKHOLDERS' DEFICIT:
    Common stock, no par value; 100,000,000 shares authorized; 21,938,308 shares
         issued and outstanding                                                                             13,242,000
    Accumulated deficit                                                                                    (13,864,000)
                                                                                                      ----------------
         Total stockholders' deficit                                                                          (622,000)
                                                                                                      ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                           $          4,000
                                                                                                      ================

                       See accompanying notes to these consolidated financial statements.
                                                       F-3
</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                                         TDI HOLDING CORPORATION AND SUBSIDIARY
                                              (FORMERLY TANGIBLEDATA, INC.)

                                          CONSOLIDATED STATEMENTS OF OPERATIONS


<S>                                                                                   <C>
                                                                                        FOR THE YEARS ENDED MARCH 31,
                                                                                      -----------------------------------
                                                                                           2004               2003
                                                                                      ----------------   ----------------

NET REVENUES                                                                          $           -      $      301,000

OPERATING EXPENSES:
    Materials, freight, packaging and contract production labor                                   -             182,000
    Salaries                                                                                 15,000             284,000
    Consulting and employment expenses paid with stock and stock options                          -              75,000
    Depreciation and amortization                                                                 -             119,000
    Other general and administration                                                         50,000             575,000
                                                                                      -------------      --------------
         Total other operating expenses                                                      65,000           1,235,000
                                                                                      -------------      --------------

LOSS FROM OPERATIONS:                                                                       (65,000)           (934,000)

OTHER INCOME AND (EXPENSE):
    Imputed interest on convertible debenture                                                     -             (17,000)
    Interest expense                                                                        (25,000)            (27,000)
    Loss on disposal of assets                                                                    -            (521,000)
    Other expense                                                                            (4,000)            (10,000)
    Other income                                                                                  -               1,000
                                                                                      -------------      --------------
         Total other income (expense)                                                       (29,000)           (574,000)
                                                                                      -------------      --------------

NET LOSS                                                                              $     (94,000)     $   (1,508,000)
                                                                                      =============      ==============

Basic and diluted net loss per share                                                  $        (.07)     $         (.07)
                                                                                      =============      ==============

Weighted average shares outstanding                                                      21,676,000          21,676,000
                                                                                      =============      ==============


                       See accompanying notes to these consolidated financial statements.
                                                      F-4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                                         TDI HOLDING CORPORATION AND SUBSIDIARY
                                              (FORMERLY TANGIBLEDATA, INC.)

                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                       FOR THE YEARS ENDED MARCH 31, 2004 AND 2003


                                                          COMMON STOCK              ACCUMULATED
                                                 -------------------------------
                                                    SHARES           AMOUNT           DEFICIT            TOTAL
                                                 --------------   --------------  -----------------  --------------
<S>                                              <C>              <C>             <C>                <C>
 BALANCES, March 31, 2002                          21,629,308     $ 13,118,000    $   (12,262,000)   $    856,000

     Contribution of services                               -           34,000                  -          34,000
     Stock issued for services                        309,000           65,000                  -          65,000
     Warrants for non-employee services                     -           10,000                  -          10,000
     Net loss                                               -                -         (1,508,000)     (1,508,000)
                                                 ------------     ------------    ---------------    ------------

 BALANCES, March 31, 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)
                                                 ============     ============    ===============    ============



                       See accompanying notes to these consolidated financial statements.
                                                      F-5
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                         TDI HOLDING CORPORATION AND SUBSIDIARY
                                              (FORMERLY TANGIBLEDATA, INC.)

                                          CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                              FOR THE YEARS ENDED
                                                                                                   MARCH 31,
                                                                                       ----------------------------------
                                                                                             2004              2003
                                                                                       -----------------  ---------------
<S>                                                                                    <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                           $      (94,000)    $  (1,508,000)
    Adjustments to reconcile net loss to net cash from operating activities:
        Loss on sale of net assets                                                                  -           521,000
        Depreciation and amortization                                                               -           119,000
        Imputed interest on convertible debenture                                                   -            17,000
        Loss on abandonment of leasehold improvements                                               -             3,000
        Expenses paid with stock and stock options                                                  -            75,000
        Accrued salary contributed by officer and director                                     15,000            34,000
        Changes in operating assets and liabilities (increase) decrease:
           Receivables                                                                          1,000            61,000
           Inventories                                                                              -             4,000
           Other assets                                                                        11,000            40,000
           Accounts payable and accrued liabilities                                            50,000           221,000
                                                                                       --------------     -------------
         Net cash used in operating activities                                                (17,000)         (413,000)
                                                                                       --------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Sale (purchase) of investments                                                                  -            35,000
                                                                                       --------------     -------------
         Net cash provided by (used in) investing activities                                        -            35,000
                                                                                       --------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Repayment of notes and capital lease obligations                                                -           (12,000)
    Proceeds from notes                                                                        16,000            19,000
                                                                                       --------------     -------------
         Net cash provided by financing activities                                             16,000             7,000
                                                                                       --------------     -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                      (1,000)         (371,000)

CASH AND CASH EQUIVALENTS, beginning of year                                                    5,000           376,000
                                                                                       --------------     -------------

CASH AND CASH EQUIVALENTS, end of year                                                 $        4,000     $       5,000
                                                                                       ==============     =============

                        See accompanying notes to these consolidated financial statements
                                                       F-6
</TABLE>


<PAGE>

                     TDI HOLDING CORPORATION AND SUBSIDIARY
                          (FORMERLY TANGIBLEDATA, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
        -----------------------------------------------------------

        Nature of Operations - TDI Holding Corporation (TDI) was incorporated in
        Colorado in January 2000. Its wholly-owned subsidiary, YGCD Assets, Inc.
        (YGCD) is a dormant company with no net assets or operations.
        Collectively these entities are referred to as the Company. The Company
        previously provided user-driven e-content publishing and delivery
        solutions for business and consumer markets. During fiscal 2003, the
        Company sold its operations (see Note 3).

        Principles of Consolidation - The consolidated financial statements
        include the accounts of TDI and YGCD. All significant intercompany
        transactions have been eliminated in consolidation.

        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.

        Revenue Recognition - Revenue is recognized for fulfillment and
        publication services upon shipment of the product to the end users.
        Revenue for storage services was recognized over the life of the storage
        contract. The Company does not currently have any storage contracts.

        Software Development - The Company incurs costs for computer software
        development for enhancing and maintaining its computer system and to
        provide "on-line" services to its customers. Direct costs incurred in
        the development of software are capitalized once the preliminary project
        stage is completed, management has committed to funding the project and
        completion and use of the software for its intended purpose are
        probable. The Company ceased capitalization of development costs in 2002
        as the software was substantially completed and was ready for its
        intended use. Prior to the sale of the Company's operations, software
        development costs were amortized over their estimated useful lives of
        three to five years.

        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-7

<PAGE>


                     TDI HOLDING CORPORATION AND SUBSIDIARY
                          (FORMERLY TANGIBLEDATA, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        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,
        2004 and 2003, 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,
        2004. As discussed above, due to the net loss, the options and warrants
        are anti-dilutive.

        Use of Estimates - The preparation of the Company's financial statements
        in conformity with generally accepted accounting principles requires the
        Company's management to make estimates and assumptions that affect the
        amounts reported in these financial statements and accompanying notes.
        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.

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,
        receiving contingent proceeds from the sale of its operations, finding a
        merger candidate and ultimately achieving profitable operations and cash
        flow. The financial statements do not include any adjustments should the
        Company be unable to continue operations as a going concern.

        The Company had losses since inception, a stockholders' deficit and a
        working capital deficit of $622,000.

                                      F-8

<PAGE>

                     TDI HOLDING CORPORATION AND SUBSIDIARY
                          (FORMERLY TANGIBLEDATA, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        The Company does not plan to continue the business activities that it
        conducted prior to the sale of its operations in fiscal 2003. It 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. Management believes that its
        line-of-credit and possible future payments related to the sale of its
        operations will continue to fund expenditures for a limited period of
        time or until such time as a business combination or other strategic
        transaction is consummated, however such funding is not guaranteed.

        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.


3.      SALE OF OPERATIONS:
        ------------------

        In October 2002, the Company sold its primary assets to an entity
        ("WAC") for an amount to be paid based on future earnings ("Earnings"),
        if any, of the assets sold. The financials do not include any other
        adjustments other than a loss of $521,000 recorded on the proposed sale
        during the year ended March 31, 2003.

        The purchase price for the assets will be determined by the Earnings 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
        Earnings 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.

        The Company has agreed to pay a Director of the Company a fee for his
        services in connection with the sale of assets upon receipt of payments
        from the Buyer. Payments will be made at 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, a total
        fee of $130,000 will be paid.

        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 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 (parent of WAC) associated with the calculation of the purchase
        price payments. However, we do not have the right to require an audit of
        such records.

                                      F-9

<PAGE>

                     TDI HOLDING CORPORATION AND SUBSIDIARY
                          (FORMERLY TANGIBLEDATA, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


        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-competi
        -tion 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 discre-
        tion 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.

4.      CONVERTIBLE NOTE PAYABLE AND NOTE PAYABLE:
        -----------------------------------------

        The Company has executed a $130,000 convertible note payable with
        interest payable quarterly at 12%. The note is due October 23, 2004.
        The conversion feature on the note has expired. The Company has not made
        the required quarterly interest payments and is therefore not in
        compliance with the terms of the note. As such, the note has been
        classified as a current liability on the balance sheet.

        On September 20, 2002, the Board approved a $50,000 Promissory Note and
        Security Agreement with an entity, which is owned by a director of the
        Company. The note acts as a line-of-credit facility and has a balance of
        approximately $36,000 at March 31, 2004. The funds from the note are to
        be used to pay outstanding liabilities and to pay future operating
        costs.

        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 Company under its Purchase and Sale
        Agreement with WAC or September 6, 2005. The note is collateralized by
        the Purchase and Sale Agreement with WAC and the proceeds from the
        Agreement. During the period ended March 31, 2004 and 2003, the Company
        received a total of $16,000 and $20,000 in proceeds from the note,
        respectively.

5.      STOCKHOLDERS' EQUITY:
        --------------------

        During the year ended March 31, 2003, the Company issued warrants for
        the purchase of 50,000 shares of common stock to a marketing firm for
        services rendered. The warrants expire in April 2006 and have an
        exercise price of $.25 per share. The Company recorded $10,000 of
        expense related to these warrants based on the fair value using the
        Black Scholes pricing model.

        During the year ended March 31, 2003, the Company issued 179,000 shares
        of common stock for services rendered to the Company. The shares were
        valued at the current market price on the date of issuance, and the
        Company recognized $27,000 of expense.


                                      F-10

<PAGE>

                     TDI HOLDING CORPORATION AND SUBSIDIARY
                          (FORMERLY TANGIBLEDATA, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        During November of 2001, the Company agreed to issue a total of 475,000
        shares of its common stock to three employees as payment for services
        rendered and to be rendered. In fiscal 2003, shares were fully vested,
        and the Company recognized $38,000 of expenses for the vested portion
        for the stock issued.

        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 shall not exceed 2,000,000.
        Shares authorized for issuance can only increase by approval of the
        Board and shareholders of the Company. As of March 31, 2004,
        approximately 1,550,000 shares remain available under the plan.

        The following table summarizes the incentive stock option activity for
        the years ended March 31, 2004 and 2003:

<TABLE>
<CAPTION>

                                                                               Number of              Weighted Average
                                                                                Options                Exercise Price
                                                                          ---------------------     ---------------------
<S>                                                                       <C>                       <C>
               Outstanding, March 31, 2002                                         153,000          $         .37
                   Cancelled due to termination of employee                       (153,000)                   .37
                                                                          ----------------          -------------

               Outstanding, March 31, 2003 and 2004                                      -                      -
                                                                          ================          =============

        The following table summarizes activity for non-qualified options for
        the years ended March 31, 2004 and 2003:

                                                                               Number of              Weighted Average
                                                                                Options                Exercise Price
                                                                          ---------------------     ---------------------

               Outstanding, March 31, 2002                                         940,000          $         .66
                   Issued to director                                               50,000                    .25
                   Cancelled due to employee termination                          (540,000)                   .84
                                                                          ----------------          -------------

               Outstanding, March 31, 2003 and 2004                                450,000                    .37
                                                                          ================          =============
</TABLE>


        All of the above options expire in 2007 and are vested.

                                      F-11

<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        The Company's outstanding warrants as of March 31, 2004 can be
summarized as follows:

                                                                             Number of          Per Share        Expiration
                                                                             Warrants           Exercise            Date
       Holders(s)                                                                                 Price
       -------------------------------------------------------------      ----------------    --------------    -------------
<S>                                                                       <C>                 <C>               <C>
       Marketing  firm in connection  with  services  performed for             50,000        $      0.25           2006
       the Company

       Underwriter in connection with private placement                        155,616               2.00           2005

       Underwriter in connection with private placement                         42,750               0.50           2006
                                                                          ------------

                                                                               248,366
                                                                          ============
</TABLE>


6.      COMMITMENTS:
        -----------
        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 viola-
        tion 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.

        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 established in a 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 pay-
        ments from Allied Vaughn. The maximum amount to be paid to the landlord
        by the trust 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.


7.      INCOME TAXES:
        ------------

        Long-term deferred tax assets (liabilities) consist of the following:
<TABLE>
<CAPTION>

<S>                                                                      <C>
              Tax effect of net operating loss carryforwards             $   1,910,000
              Tax effect of loss not recognized on sale of operations          110,000
                                                                         -------------
                                                                             2,020,000
              Less valuation allowance                                      (2,020,000)
                                                                         -------------

              Net tax asset                                              $           -
                                                                         =============
</TABLE>

                                      F-12

<PAGE>

                     TDI HOLDING CORPORATION AND SUBSIDIARY
                          (FORMERLY TANGIBLEDATA, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      The Company has net operating loss carryforwards (NOL's) of approximately
      $5,000,000, which will expire in the years 2020 to 2024. These NOL's may
      be subject to limitation based on IRS code section 382 relating to changes
      in control of the Company.

      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:
<TABLE>
<CAPTION>

                                                                   For the Year Ended                For the Year Ended
                                                                     March 31, 2004                    March 31, 2003
                                                             -------------------------------- ---------------------------------
                                                                   %             Amount              %             Amount
                                                             --------------- ---------------- ---------------- ----------------
<S>                                                          <C>             <C>              <C>              <C>
      Computed (expected) tax expense (benefit)                      (34%)   $     (32,000)             (34%)  $     (512,000)
      State income taxes, net of Federal income tax
            benefit                                                 (3.1%)          (3,000)            (3.1%)         (47,000)
      Non-deductible expense and other                               6.4%            6,000              (.5%)          (7,000)

      Valuation allowance                                            30.7%          29,000              37.6%         566,000
                                                             -------------   -------------    ---------------  --------------

      Net tax expense (benefit)                                        -     $           -                  -  $            -
                                                             =============   =============    ===============  ==============
</TABLE>





                                      F-13