EXHIBIT 32


                  CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
                    PRESIDENT AND CHIEF FINANCIAL OFFICER OF
                             TDI HOLDING CORPORATION
                      PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of TDI Holding Corp. Company (the
"Company") on Form 10-QSB for the period ending September 30, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"). I,
Blair Zykan, President, CEO, and CFO of the Company, certify, pursuant to 18 USC
section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge and belief:

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

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

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

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

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

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

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

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

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

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

     Dated:  November ______, 2003

                                                /s/ Blair Zykan
                                                ------------------------------
                                                Blair Zykan, President
                                                CEO, and CFO