U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                   FORM 10-QSB

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended June 30, 2005



                       Commission File Number: 033-07075-LA




                             TDI HOLDING CORPORATION
      -----------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)




           Colorado                                    33-0179781
-------------------------------            ---------------------------------
(State of other jurisdiction of            (IRS Employer Identification No.)
 incorporation or organization)


               8750 East Otero Circle, Centennial, Colorado 80112
         ------------------------------------------------------------
         (Address of principal executive offices including zip code)


                                 (303) 375-8500
                            ------------------------
                           (Issuer's telephone number)


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

                            Yes X             No___

As of June 30, 2005, the Registrant had 21,938,308 shares of its no par value
common stock outstanding.

<PAGE>

Item 1 - Financial Statements

Balance Sheets as of June 30, 2005 and March 31, 2005                 F-1

Statements of Operations for the three months ended
June 30, 2005 and June 30, 2004                                       F-2

Consolidated Statements of Stockholders' Equity (Deficit)
June 30, 2005                                                         F-3

Statements of Cash Flows for the three months ended
June 30, 2005 and June 30, 2004                                       F-4

Notes to Financial Statements                                         F-5

<PAGE>

<TABLE>
<CAPTION>

                                                 TDI HOLDING CORPORATION
                                                      Balance Sheets

                                                                             30-Jun-05                31-Mar-05*
                                                                           (Unaudited)
<S>                                                                      <C>                       <C>

ASSETS:

Current Assets:
     Cash                                                                     $ 11,000                  $ 1,000
                                                                         --------------------      --------------------
          Total current assets                                                  11,000                    1,000

TOTAL ASSETS                                                                  $ 11,000                  $ 1,000
                                                                         ====================      ====================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
     Accrued Liabilities                                                     $ 250,000                $ 250,000
     Note Payable                                                            $  25,000                        -
     Note Payable to YGCD Assets, Inc.                                         100,000                  100,000
                                                                         --------------------      --------------------
          Total Current Liabilities                                            375,000                  350,000
                                                                         --------------------      --------------------

Stockholders'  Deficit:
     Common stock: authorized 100,000,000 shares, no par value
        21,938,038 issued and outstanding as of June 30, 2005               13,261,000               13,257,000
     Accumulated deficit                                                   (13,625,000)             (13,606,000)
                                                                         --------------------      --------------------
Total Stockholder's Deficit                                                   (364,000)                (349,000)
                                                                         --------------------      --------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                   $ 11,000                  $ 1,000
                                                                         ====================      ====================
</TABLE>

* Derived from the Company's audited balance sheet at March 31, 2005.

The accompanying notes are an integral part of these financial statements.

F-1

<PAGE>

<TABLE>
<CAPTION>

                             TDI HOLDING CORPORATION
                            Statements of Operations
                                   (Unaudited)

                                                                  Three Months Ending June 30,
                                                                     2005              2004
                                                                 --------------     --------------
<S>                                                              <C>                <C>

Revenues                                                                   $ -               $ -
                                                                 --------------     --------------
                                                                             -                 -

Operating Expenses
     Salaries                                                            4,000             4,000
     Other general and administrative costs                             15,000             4,000
                                                                 --------------     --------------
Total Operating Expenses                                                19,000             8,000
                                                                 --------------     --------------
Loss from Operations                                                   (19,000)           (8,000)

Other Income and (Expense)
     Interest expense                                                                     (7,000)
     Other income                                                            -             3,000
                                                                 --------------     --------------
Total Other Income and (Expense)                                             -            (4,000)

Net Loss                                                             $ (19,000)        $ (12,000)
                                                                 ==============     ==============

Per Share Information
     Weighted average number                                        21,938,308        21,938,308
     of common share outstanding                                 ----------------------------------------

Net loss per common share                                             *                  *

*  Less than $0.01
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-2

<PAGE>

<TABLE>
<CAPTION>

                                     TDI HOLDING CORPORATION
                               STATEMENTS OF STOCKHOLDERS' DEFICIT
                               FOR THE QUARTER ENDED JUNE 30, 2005
                                           (Unaudited)

                                                        COMMON STOCK
                                                                                                                 Total
                                                Common               Stock              Accumulated          Stockholders'
                                                Shares               Amount               Deficit               Deficit
                                             ---------------       ---------------      --------------       -------------
<S>                                          <C>                   <C>                   <C>                  <C>

BALANCES, March 31, 2005                        21,938,308           $13,257,000         $ (13,606,000)       $ (349,000)
                                             ---------------       ---------------        --------------      -------------

Paid in Capital                                          -                 4,000                                   4,000
Net Loss                                                                                       (19,000)          (19,000)
                                             ---------------       ---------------        --------------      -------------
Balances, June 30, 2005                         21,938,308            13,261,000           (13,625,000)         (364,000)
                                             ===============       ===============        ==============      =============
</TABLE>

The accompanying notes are an integral part of these financial statement.


The accompanying notes are an integral part of these financial statements.

F-3

<PAGE>

<TABLE>
<CAPTION>

                             TDI HOLDING CORPORATION
                            Statements of Cash Flows
                                   (Unaudited)



                                                                                     Three Months Ended June 30,
<S>                                                                                   <C>               <C>
                                                                                        2005             2004
Cash Flows from Operating Activities
     Net Loss                                                                          $ (19,000)       $ (12,000)
     Adjustments to reconcile net loss to cash used
     by operating activities
     Accrued salary contributed by officer & director                                      4,000            4,000
     Changes in operating assets and liabilities
         Decrease in accounts payable & accruals                                               -            5,000
                                                                                      ------------      -----------
Net Cash Used in Operating Activities                                                    (15,000)          (3,000)

Cash Flows from Financing Activities
     Proceeds from Notes Payable                                                          25,000            2,000
                                                                                      ------------      -----------
Net Cash Provided by Financing Activities                                                 25,000            2,000

Net Increase (Decrease) in Cash & Cash Equivalents                                        10,000           (1,000)

Beginning Cash & Cash Equivalents                                                          1,000            4,000
                                                                                      ------------      -----------
Ending Cash & Cash Equivalents                                                          $ 11,000          $ 3,000
                                                                                      ============      ===========

</TABLE>



The accompanying notes are an integral part of these financial statements.

F-4


<PAGE>

                             TDI HOLDING CORPORATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1 - Basis of Accounting

The accompanying  unaudited condensed financial statements have been prepared in
accordance  with the  instructions  for Form  10-QSB and do not  include all the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal  recurring  adjustments)  considered  necessary for a fair
presentation have been included.  These statements should be read in conjunction
with the financial  statements and notes thereto  included in the Company's Form
10_KSB filing for the year ended March 31, 2005.

Note 2 - Summary of Significant Accounting Policies

Going Concern Basis - The accompanying  financial  statements have been prepared
on a going concern basis,  which  contemplates the realization of assets and the
satisfaction  of liabilities  in the normal course of business.  As shown in the
financial  statements,  as of June 30, 2005,  there was  accumulated  deficit of
($13,625,000).  These factors,  among others, may indicate that the Company will
be unable to  continue  as a going  concern.  The  financial  statements  do not
include any  adjustments  that may be necessary  should the Company be unable to
continue as a going concern.  The Company's  continuation  as a going concern is
dependent  upon  its  ability  to  generate  sufficient  cash  flow to meet  its
obligations on a timely basis, to obtain additional financing as may be required
and  ultimately to attain  successful  operations.  Management is of the opinion
that it will have to seek  other  business  opportunities  in order to  generate
revenues or cash flows, and it has no plans or prospects for such at this time.

Note 3 - Recapitalization

During the 3rd  quarter of 2004 the  Company  concluded a transfer of assets and
liabilities  to YGCD  Assets,  Inc. a wholly owned  subsidiary,  pursuant to the
terms of a partial  liquidation  approved by the board of  directors in March of
2004. The asset transferred was a note receivable from Willette  Acquisition Co.
received in October  2002.  The note  provided for  payments  related to the net
income of the assets sold calculated over the following 60 months.  The note was
carried on the books of the  Company at zero  basis.  Through  June 30, 2005 the
Company had not received any payments on the note. The  liabilities  transferred
included a note payable of $45,000 and accrued  interest of $22,000 to a related
party,  a note  payable of  $130,000,  accrued  interest  of $50,000 and accrued
expenses  of  $74,000.  The  aggregate  total  of  liabilities  transferred  was
$321,000.

The  Company has a $100,000  liability  to YGCD  Assets,  Inc.  This  balance is
comprised of approximately  $84,000 of the Company's payables which have not yet

F-5

<PAGE>

                             TDI HOLDING CORPORATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

been formally  transferred to YGCD Assets,  Inc. with third party vendor consent
and  therefore  these  payables are legally  liabilities  of the  Company.  YGCD
Assets,  Inc. is in the process of contacting  the various  company  vendors and
will either be able to legally  transfer  various  liabilities  to YGCD  Assets,
Inc.,  arrange for payments with the vendor, or the vendor will have recourse to
the Company.  The remaining amount of $16,000 represents a $9,000 assumption fee
by YGCD Assets,  Inc.  (recorded  as of March 31, 2005) and a management  fee of
$7,000 recorded during the first quarter of fiscal 2006 for assistance with year
closing and coordination with auditors.

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

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

On May 12, 2005 the Company  received a loan of $25,000 from a stockholder.  The
terms of the note do not include any interest and it is payable in full within 5
days upon the successful closing of the reverse merger of the Company

Note 4 - Related Party Transactions

During the quarter ended June 30, 2005 the Company paid a $7,000  liability that
had been  previously  transferred  to YGCD Assets,  Inc. In addition the Company
agreed to a fee to be paid to YGCD Assets, Inc. in exchange for their assistance
in closing the books and other audit related  cooperation.  This fee amounted to
$7,000 and was recorded as an addition to the note payable  previously issued to
YGCD Assets, Inc.

Note 5 - Disclosures

Since the  Company is not  actively  engaged  in any  business  endeavor  at the
present it is the  opinion of  management  that none of the  current  disclosure
requirements apply.


F-6


<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS

     The  forward-looking  statements  included in  Management's  Discussion and
Analysis  of  Financial  Condition  and  Results of  Operations,  which  reflect
management's best judgment based on factors  currently known,  involve risks and
uncertainties.  Our actual  results  may differ  significantly  from the results
discussed  in the  forward-looking  statements.  You  should  not  regard  their
inclusion  as a  representation  by us that  the  objectives  or  plans  will be
achieved.  Factors  that might  cause  such a  difference  include,  but are not
limited to, competitive, technological, financial and business challenges making
it more difficult than expected to sell products and services.  We may be unable
to hire and retain our key sales, technical and management personnel;  there may
be other  material  adverse  changes in our  industry  or in our  operations  or
business,  and any or all of these factors may affect our ability to achieve our
projected  sales  growth.  Forward-looking  information  provided by TDI Holding
Corp. should be evaluated in the context of these factors.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2005 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2004

     In 2002, the Company agreed to sell its business  assets,  and shareholders
approved the sale in October 2002. The  transaction  was completed in the fiscal
year ended March 31, 2003. The previous  operations were all  discontinued,  and
the Company has no current operations.

     During the three  months  ended June 30, 2005 and 2004,  the Company had $0
and $0 in  revenue,  respectively.  There were  salaries of $4,000 for the three
months  ended June 30, 2005 and 2004.  There was no  depreciation  for the three
months ended June 30, 2005 and 2004.

     The general and  administrative  expenses for the quarter of 2005 consisted
of accounting  fees paid for the audit of $7,000,  transfer agent fees of $1,000
and a consulting  fee accrued to YGCD Assets,  Inc in the amount of $7,000.  The
Company had a net loss per share of a nominal  amount in the quarter in 2005 and
in the same quarter of 2004. Readers should note that since the first quarter of
2002, the Company has discontinued operations.

     Accrued interest and other expense for the three months ended June 30, 2005
was $0 compared to $7,000 for the three months ended June 30, 2004.

     The Company  had a net loss in the  quarter of $19,000 in 2005  compared to
$12,000 in 2004. The difference in losses was due to accounting fees paid to the
auditing firm. The Company  expects that the trend of losses will continue until
business  operations  can be  achieved  which  operate  at least on a break even
basis. There is no assurance that any such business can be found.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's working capital deficit was $364,000 at June 30, 2005.

     Cash used in  operating  activities  was $15,000 for the three months ended
June 30, 2005 compared to $3,000 during the three months ended June 30, 2004.

<PAGE>

     There was no cash used in  investing  activities  during  the three  months
ended June 30, 2005 or in the three months ended June 30, 2004.

     There was $25,000 and $2,000 cash provided by financing  activities  during
the three  months ended June 30, 2005 or 2004,  respectively.  This cash was the
result of proceeds from a note payable and  borrowings on a  line-of-credit.  In
addition the Company has  outstanding  liabilities  in the amount of $100,000 to
YGCD Assets,  Inc. for payables that have not been formally  transferred to YGCD
Assets,  Inc. Also the Company is subject to a court ordered  payment to a prior
landlord in the amount of $250,000.  This amount could be substantially less but
generally accepted accounting principles require full inclusion. The Company has
agreed to pay a flat fee of $25,000 for legal services plus out-of-pocket  costs
rendered to the date of this report from April 2003.

     The Company has had losses since  inception due to its inability to raise a
desired level of financing. The Company agreed to sell its business in 2002. The
Company is  pursuing a strategic  partner  which  would  acquire  control of the
Company concurrent with a merger of a business.

     At June 30,  2005,  the Company had minimal  cash and no other  assets with
which to conduct  operations.  The lack of  liquidity  or liquid  assets  raises
substantial  doubt about the  Company's  ability to continue as a going  concern
unless it is able to generate  sufficient cash flows to meet its obligations and
sustain  operations.  To meet required current operating expenses the Company is
dependent upon its principal shareholders to advance funds until the Company has
acquired  another  entity that has  sufficient  resources to fund the  Company's
operations.

     When the company recommences  operation,  lack of existing capital may be a
sufficient  impediment to prevent its continuation.  If operations are commenced
the   Company's   needs  for   additional   financing   is  likely  to  increase
substantially.

     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.


NEED FOR ADDITIONAL FINANCING

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

         Irrespective   of  whether  the  Company's  cash  assets  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.

<PAGE>

     The  Company  has no plans for any  research  and  development  in the next
twelve  months.  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;  however,  if it  commences
operations it may add employees of an unknown number in the next twelve months.


GOING CONCERN

     The Company's auditor has issued a "going concern" qualification as part of
his  opinion  in the  Audit  Report  for year  ended  March 31,  2005.  There is
substantial  doubt  about the  ability of the  Company to  continue  as a "going
concern."  The  Company  has no  business,  limited  capital,  debt in excess of
$375,000 of which is all current,  $11,000 in cash, minimal other liquid assets,
and no capital  commitments.  The effects of such conditions could easily be to
cause the Company's bankruptcy.

     Management  hopes  to  seek  and  obtain  funding,  via  loans  or  private
placements  of stock  for  operations,  debt  and to  provide  working  capital.
Management  has  plans to seek  capital  in the  form of loans or stock  private
placements.


ITEM 3.  INTERNAL CONTROLS AND PROCEDURES

     The  management  of the  company has  evaluated  the  effectiveness  of the
issuer's  disclosure  controls and  procedures  as of June 30, 2005  (evaluation
date) and have  identified  certain mutual  weaknesses in internal  control over
financial  reporting  based upon their  evaluation  as of the  evaluation  date.
Further  detail with regard to the mutual  weaknesses  is  presented in the Form
10KSB that was filed for the fiscal year ended March 31, 2005.

     There were no significant  changes in internal controls or in other factors
that could significantly  affect internal controls subsequent to the date of the
most recent evaluation of such,  including any corrective actions with regard to
significant deficiencies and material weaknesses.

     Trends:  The company expects that the trend of no income and ongoing losses
will continue in the future until a business  operation has been achieved  which
may afford  revenues and potential cash flows. No assurance can be made that any
such operation will ever occur.



<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1 - 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
maximum  amount to be paid to the  landlord  from all sources is  $250,000.  The
Company has also  granted the  landlord a security  interest in the Purchase and
Sale Agreement  with Allied  Vaughn.  The landlord has stipulated to release the
Judgment  against the Company in consideration of the assumption by YGCD Assets,
Inc.  of the debt of the  Company,  and  payment of $10,000  plus 20% of the net
amount  realized to Company from a change in control which exceeds $70,000 to be
credited against judgment.

ITEM 2 - Changes in Securities and Use of Proceeds.

     None.


ITEM 3 - Defaults on Senior Securities.

     None.


ITEM 4 - Submission of Matters to a Vote of Security Holders.

     None in the quarterly period ended June 30, 2005.


ITEM 5 - Other Information.

     None.


ITEM 6 - Exhibits and Reports on Form 8-K.

     (a)  Exhibits.  Exhibits 31 and 32.

     (b)  Reports on Form 8-K.  8-K filed on April 4, 2005







<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities and 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: August 19, 2005               By: /s/ Blair Zykan
                                         ----------------------------
                                         Blair Zykan, President, CEO, & CFO