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 December 31, 2004


                      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) 289-4777
                         ---------------------------
                           (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 December 31, 2004,  the  Registrant  had  21,938,038  shares of its no par
value common stock outstanding.


<PAGE>



                             TDI HOLDING CORPORATION


                          Form 10-QSB Quarterly Report


                                Table of Contents


Part I - Financial Statements                                       Page

Item 1 - Financial Statements

  Balance Sheet as of December 31, 2004 .........................     F-1

  Statements of Operations for the three and nine months ended
  December 31, 2004 and December 31, 2003 .......................     F-2

  Statements of Cash Flows for the nine months ended
  December 31, 2004 and December 31, 2003 .......................     F-3

  Notes to Consolidated Condensed Financial Statements ..........     F-4

Item 2 - Management's Discussion and Analysis and Results
         of Operations ..........................................     3

Item 3 - Controls and Procedures ................................     4

Part II - Other Information .....................................     5

Item 2 - Changes in Securities and Use of Proceeds...............     5

Item 3 - Defaults on Senior Securities...........................     5

Item 4 - Submission of Matters to a Vote of Security Holders.....     5

Item 5 - Other Information.......................................     5

Item 6 - Exhibits and Reports on Form 8-K........................     5

Signatures ......................................................     6



                                       2

<PAGE>

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                             TDI HOLDING CORP.
                               Balance Sheets

                                                                                 December 31         March 31,
                                                                                    2004                2004
                                                                               ----------------------------------------
                                                                                (Unaudited)             (**)
<S>                                                                          <C>                <C>
ASSETS
 Current Assets:
Cash and Cash Equivalents                                                    $           1,000  $            4,000
Other receivables                                                                            -               2,000
Receivables - stockholder & director                                                         -               1,000
Other current assets                                                                         -              (3,000)
                                                                                     ---------          -----------
 Total Current Assets                                                                    1,000               4,000


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



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable                                                             $               -  $           88,000
Accrued Liabilities                                                                     62,000             372,000
Notes payable and Related Party                                                         45,000              36,000
Note payable to YGCD Assets, Inc.                                            $         100,000  $               -
Note payable                                                                                 -             130,000
                                                                                     ---------          -----------
 Total current liabilities                                                             207,000             626,000
                                                                                     ---------          -----------

Stockholders'  (Deficit) :
Common stock, no par value; 100,000,000 shares authorized;
  21,938,038 shares issued and outstanding as of                                    13,253,000          13,242,000
  December 31, 2004

Accumulated (deficit)                                                              (13,459,000)        (13,864,000)
                                                                                     ---------          -----------
Total Stockholders' Equity                                                            (206,000)           (622,000)
                                                                                     ---------          -----------
Total Liabilities and Stockholders' Equity                                   $           1,000  $            4,000
                                                                                     =========          ==========
</TABLE>

** Derived from the Company's audited balance sheet at March 31, 2004.

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


                                             F-1
<PAGE>
<TABLE>
<CAPTION>

                                                TDI HOLDING CORP.
                                            STATEMENTS OF OPERATIONS
                                       For the Three and Nine Months Ended

                                                           THREE MONTHS ENDING                     NINE MONTHS ENDING
                                              DECEMBER 31, 2004       DECEMBER 31, 2003     DECEMBER 31, 2004      DECEMBER 31, 2003
                                          ------------------------------------------------------------------------------------------
                                             (unaudited)             (unaudited)            (unaudited)             (unaudited)
<S>                                     <C>                       <C>                 <C>                   <C>
 Revenue                                $                      -  $                 - $              3,000  $
                                                  ----------------      ----------------     ----------------      ----------------

Operating Expenses
Salaries                                                   4,000                    -               11,000
General and administrative costs                          10,000                1,000               24,000                19,000
                                                  ----------------      ----------------     ----------------      ----------------
Total operating expenses                                  14,000                1,000               35,000                19,000
                                                  ----------------      ----------------     ----------------      ----------------
Loss from operations                                     (14,000)              (1,000)             (32,000)              (19,000)

Other Income and (Expense)
 Interest and other expense                               (7,000)              (7,000)             (21,000)              (19,000)
                                                  ----------------      ----------------     ----------------      ----------------
Total Other Income (Expense)                              (7,000)              (7,000)             (21,000)              (19,000)

Net Income/(Loss)                        $               (21,000) $            (8,000) $           (53,000) $            (38,000)
                                                  ================      ================     ================      ================


Basic and diluted loss per share         $                 (0.0)  $             (0.00)               (0.00)                (0.00)
                                                  ================      ================     ================      ================

Weighted Average Shares Outstanding                   21,290,797           21,290,797           21,290,797            21,290,797
</TABLE>


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


                                              F-2

<PAGE>
<TABLE>
<CAPTION>

                                           TDI HOLDING CORP
                                       STATEMENTS OF CASH FLOWS
                                For the Nine Months Ended December 31,

                                                                                2004                             2003
<S>                                                                    <C>                              <C>

Cash Flows from Operating Activities:
Net loss                                                               $           (53,000)             $            (38,000)
Imputed Interest on Convertible Debt                                                     -                            12,000
Adjustments to reconcile net loss to net cash
flow from operating activities:
Accrued salaries contributed by officer and director                                11,000
Changes in operating assets (Increase)/Decrease:
Receivables                                                                              -                             5,000
Prepaids and other                                                                                                     4,000
Increase (decrease) in accounts payable and
accrued liabilities                                                                 30,000                           (10,000)
                                                                             -------------                    --------------
Net Cash Flows Used by Operating Activities                                        (12,000)                          (27,000)
                                                                             -------------                    --------------

Cash Flows from Financing Activities:
 Proceeds from related party note                                                    9,000                            27,000
                                                                             -------------                    --------------
Net Cash Provided by Financing Activities                                            9,000                            27,000

Net Increase (Decrease) in Cash and Cash Equivalents                                (3,000)                                -

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

Cash and Cash Equivalents - End of Year                                $             1,000              $              5,000
                                                                             =============                    ==============

Supplemental non-cash disclosures:
Transfer of Net Assets and Liabilities to YGCD Assets, Inc.            $           462,000              $                  -
</TABLE>

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



                                              F-3

<PAGE>

                                TDI HOLDING CORP.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)


Note 1. - 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, 2004.

Note 2 - Summary of Significant Accounting Policies

Going Concern Basis - The accompanying  financial  statements have been prepared
on a going concern basis,  which  comtemplates the realization of assets and the
satisfaction  of liabilities  in the normal course of business.  As shown in the
financial statements,  as of December 31, 2004, there was am accumulated deficit
of  ($13,459,000).  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 as discussed below.  Management
intends to seek other business  opportunities  in order to generate  revenues or
cash flows, and it has no plans or definitive agreement 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 December 31, 2004 the
Company had not received any payments on the note. The  liabilities  transferred
included  all accounts  payable,  a rental lease  liability,  accrued  interest,
accrued payroll and accrued  commissions.  The aggregate total of liabilities to
be  transferred  is  $462,000   including  accounts  payable  (see  below).  The
liquidation  agreement includes a prom -issory note in the amount of $100,000 to
YGCD  Assets,  Inc.  due and  payable  in full on any  change in  control of the
Company. The transfer of liabilities requires approval of all third parties. The
company is in the  process of obtain -ing such  approval or seeking  alternative
agreements  with third parties.  There- fore, as of December 31, 2004,  $207,000
remains  as a  liability  to the  company.  YGCD was  initially  a wholly  owned
subsidiary of the Company which was subsequently transferred to the shareholders
of the  Company  as a  dividend  on a one for  one  basis.  The net  liabilities
transferred  of  $462,000  was  recorded  as a credit to capital  due to related
parties nature of the transaction with no gain or loss recognized.

                                      F-4

<PAGE>


The  Company has a $100,000  liability  to YGCD  Assets,  Inc.  This  balance is
comprised of $96,000 of the Company's  payables which have not yet been formally
transferred  to YGCD Assets,  Inc. with third party vendor consent and therefore
these  payables  are  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  $4,000  is in  consideration  of  assumption  of  $462,000  of other
liabilities, net of assets assumed by YGCD Assets, Inc.

Note 4 - 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-5


<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 TangibleData
should be evaluated in the context of these factors.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2004 COMPARED WITH THREE MONTHS ENDED
DECEMBER 31, 2003

     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  December 31, the Company had no revenue in
2004 and in 2003.

     Accrued  interest and other expense for the three months ended December 31,
2004 and 2003 was $7,000.

     Other general and administrative  costs for the three months ended December
31, 2004 was $10,000  compared to $1,000 for the three months ended December 31,
2003. In the period in 2004,  salary accrued in the amount of $4,000 compared to
none in the same period in 2003.

     The net loss was  ($21,000) in the quarter in 2004  compared to ($8,000) in
the same  quarter in 2003.  The Company had a basic  diluted loss per share of a
nominal amount in the quarter in 2004 and in the same quarter of 2003.

NINE MONTHS ENDED DECEMBER 31, 2004 COMPARED WITH NINE MONTHS ENDED DECEMBER 31,
2003

     During  the  nine  months  ended   December  31,  2004,   the  Company  had
miscellaneous  revenues of $3,000  compared with $0 during the nine months ended
December 31, 2003.

     Administrative  costs for the nine month period ended December 31, 2004 was
$24,000  compared to $19,000 for the nine month period ended  December 31, 2003.
Salaries  accrued in the period in the amount of $11,000 compared to none in the
period in 2003.

     Interest and other  expense for the nine month  period  ended  December 31,
2004 was  ($21,000)  compared  to  ($19,000)  for the nine  month  period  ended
December 31, 2003.

     Net loss for the nine month  period ended  December 31, 2004 was  ($53,000)
compared to (38,000)  for the same  period in 2003.  Basic and diluted  loss per
share was nominal in the period in 2004 and in 2003.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  working  capital  deficit was  approximately  ($206,000) at
December 31, 2004. The decrease in deficit during the nine months ended December
31,  2004,  was  primarily  due to the  assumption  of  debt  by  the  spun  off
subsidiary, YGCD Assets, Inc. The Company had only $1,000 in current assets.

     Cash used in  operating  activities  was $12,000 for the nine months  ended
December 31, 2004 compared to $27,000  during the nine months ended December 31,
2003.

                                       3

<PAGE>

     There was no cash used in investing activities during the nine month period
ended December 31, 2004 and December 31, 2003.

     There was $9,000 and $20,000 cash provided by financing  activities  during
the nine months ended  December 31, 2004 and 2003,  respectively.  This cash was
the result of proceeds from borrowings on a line-of-credit.


NEED FOR ADDITIONAL FINANCING AND MERGER

     The Company does not have capital  sufficient  to meet the  Company's  cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements  of the  Securities  Exchange Act of 1934. The Company will have to
seek  loans or equity  placements  to cover  such cash  needs.  In the event the
Company is unable to complete a business combination during this period, lack of
its  existing  capital  may  be a  sufficient  impediment  to  prevent  it  from
accomplishing  the  goal of  completing  a  business  combination.  There  is no
assurance,  however,  that without funds it will ultimately  allow registrant to
complete a business combination.  Once a business combination is completed,  the
Company's needs for additional  financing are likely to increase  substantially.
The  Company  will  need to raise  additional  funds  to  conduct  any  business
activities in the next twelve months.

     No commitments to provide  additional funds have been made by management 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.

     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,  it may acquire or add
employees of an unknown number in the next twelve months if  significant  orders
for product are received.

     The Company has had losses  since  inception  and due to its  inability  to
raise a desired  level of financing  or achieve  business  operations  which are
profitable.


ITEM 3. CONTROLS AND PROCEDURES

     Under  the  supervision  and  with  the  participation  of our  management,
including our principal  executive officer and principal  financial officer,  we
have evaluated the  effectiveness  of the design and operation of our disclosure
controls  and  procedures  within 90 days of the filing  date of this  quarterly
report,  and, based upon their evaluation,  our principal  executive officer and
principal  financial  officer have  concluded that these controls and procedures
are effective.  There were no significant changes in our internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their evaluation.

     The  management  of the  Company has  evaluated  the  effectiveness  of the
issuer's  disclosure controls and procedures as of December 31, 2004 (evaluation
date)  and have  concluded  that the  disclosure  controls  and  procedures  are
adequate and effective based upon their evaluation as of the evaluation date.

                                       4

<PAGE>

     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.


                           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 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. The stipulation has been filed with the Court.


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.


ITEM 5 - OTHER INFORMATION

     None.


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.  31  Sarbanes-Oxley Certificate
                     32  Sarbanes-Oxley Certificate

     (b)  Reports on Form 8-K.  None.


                                       5

<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 CORPORATION




Dated: February 17, 2005             By: /s/ Blair Zykan
                                         ------------------------------------
                                         Blair Zykan, President and
                                         Chief Financial Officer















                                       6