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, 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) 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, 2004, the Registrant had 21,938,308 shares of its no par value
common stock outstanding.

<PAGE>

Item 1 - Financial Statements

Balance Sheet as of June 30, 2004 and March 31, 2004                  F-1

Statements of Operations for the three months ended
June 30, 2004 and June 30, 2003                                       F-2

Statements of Cash Flows for the three months ended
June 30, 2004 and June 30, 2003                                       F-3

Consolidated Statements of Stockholders' Equity (Deficit)
June 30, 2004 and June 30,2003                                        F-4

<PAGE>

<TABLE>
<CAPTION>

TDI HOLDING CORP.


BALANCE SHEET

                                                            30-Jun-04            31-Mar-04
                                                            (unaudited)          (unaudited*)
<S>                                                        <C>                  <C>

ASSETS

Current Assets:
Cash and cash equivalents                                      $3,000               $4,000
Other Receivables                                              $2,000               $2,000
Receivables - stockholder and director                         $1,000               $1,000
Receivable reserve                                            ($3,000)             ($3,000)
                                                           -----------          ------------
Total current assets                                            3,000               $4,000


Total Assets                                                   $3,000               $4,000
                                                           ===========          ============

LIABILITIES AND STOCKHOLDERS' DEFICT

Current Liabilities:
Accounts payable                                              $85,000              $88,000
Accrued liabilities                                           380,000              372,000
Notes payable - Related Party                                  38,000               36,000
Note payable                                                  130,000              130,000
                                                           -----------          ------------
Total Current Liabilities                                    $633,000             $626,000

Total  liabilities                                           $633,000             $626,000
                                                           -----------          ------------
Stockholders' Deficit:
Common Stock, no par value; 100,000,000
shares authorized and 21,938,308 shares
issued and outstanding at June 30, 2004                    13,246,000           13,242,000
Accumulated Deficit                                       (13,876,000)         (13,864,000)
                                                           -----------          ------------
Total stockholders' (deficit)                                (630,000)            (622,000)
                                                           -----------          ------------
Total Liabilities and Stockholders' Deficit                    $3,000               $4,000
                                                           ===========          ============
</TABLE>

See accompanying notes to these financial statements.

F-1

* These figures were derived from the audited financial statements for year-end-
ed March 31, 2004.

<PAGE>

<TABLE>
<CAPTION>

TDI HOLDING CORP.


STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended


                                                      30-Jun-04            30-Jun-03
                                                -----------------    -----------------
<S>                                             <C>                  <C>
Revenues                                        $          3,000     $              0
                                                -----------------    -----------------
                                                           3,000                    0

Operating Expenses:
Salaries                                                   4,000                    0
Other general and
administrative costs                                       4,000               13,000
                                                -----------------    -----------------

Total operating expenses                                   8,000               13,000
                                                -----------------    -----------------
Loss From Operations                                      (8,000)             (13,000)

Other Income and (Expense)
Interest and other expense                                (7,000)              (6,000)
Other income                                                   0                    0
                                                -----------------    -----------------

Total Other Income and (Expense                           (7,000)              (6,000)

Net Loss                                        $        (12,000)    $        (19,000)
                                                =================    =================
Basic and Diluted Loss
Per Share                                                 *                       *

Weighted Average Shares
Outstanding                                           21,938,308           21,938,308

* Less than ($.01) per share.
</TABLE>

F-2

<PAGE>

<TABLE>
<CAPTION>


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

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

               FOR THE QUARTER ENDED JUNE 30, 2004




                                             Common               Stock
                                             ------------         -------------        Accumulated
                                             Shares               Amount               Deficit       Total
                                             ----------           ------------         ------------  -----------
<S>                                          <C>                  <C>                  <C>           <C>
BALANCES, March 31, 2004                       21,938,308           13,242,000         $(13,864,000)    $(622,000)
                                             -------------        -------------         ------------     ---------

Paid in Capital                                                          4,000                              4,000
Net loss                                                0                    0              (12,000)      (12,000)
                                             -------------        -------------         ------------     ---------
BALANCES, June 30, 2004                        21,938,308           13,246,000         $(13,876,000)    $(630,000)
                                             =============        =============         ============     =========
</TABLE>



F-3

<PAGE>

<TABLE>
<CAPTION>


TDI HOLDING CORP.

STATEMENTS OF CASH FLOWS
For the Three Months Ended
(UNAUDITED)

                                                      30-Jun-04              30-Jun-03
                                                 ------------------     ------------------
<S>                                              <C>                    <C>
Cash Flows from Operating Activities:
Net loss                                               $ (12,000)       $       (19,000)

Adjustment to reconcile net loss to net cash
  from Operating Activities:
Accrued salary contributed by officer & director           4,000                      0

Changes in operating assets (Increase)/Decrease:
Receivables                                                    0                  2,000
Inventories                                                                      (4,000)
Increase (decrease) in accounts payable and
accrued liabilities                                        5,000                 (4,000)
                                                 ------------------     ------------------
Net cash used in operating activities                     (3,000)               (17,000)


Cash Flows from Financing Activities
Proceeds from Notes Payable                                2,000                 17,000
                                                 ------------------     ------------------
Net cash provided by financing activities                  2,000                 17,000

Net (Decrease) Increase in Cash and Cash
Equivalents                                               (1,000)                     0
Cash and Cash Equivalents, beginning
of period                                                  4,000                  5,000
                                                 ------------------     ------------------
Cash and Cash Equivalents, end of period               $   3,000        $        $5,000
                                                 ==================     ==================
</TABLE>

F-4


<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 generall accepted  accounting  principles in the USA
and do not include  all the  information  and  footnotes  required by  generally
accepted accounting  principles for complete financial  statements in accordance
with rules and  regulations of the Securities  and Exchange  Commission.  In the
opinion  of  management,   all  adjustments   (consisting  of  normal  recurring
adjustments)  considered  necessary for a fair  presentation have been included.
These state- ments 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  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, 2004,  there was  accumulated  deficit of
($13,876,000).  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 obliga-
tions 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 - 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.  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.  Such action was not complete at June 30, 2004 but is
expected to be completed in the third quarter of 2004.




                                      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 TDI Holding
Corp. should be evaluated in the context of these factors.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2004 COMPARED WITH THREE MONTHS ENDED JUNE 30, 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 June 30, 2004 and 2003, the Company had
$3,000 and $0 in revenue, respectively. There were salaries of $4,000 for the
three months ended June 30, 2004 compared to no salaries for the three months
ended June 30, 2003.  There was no depreciation for the three months ended June
30, 2004 and 2003.

     Accrued interest and other expense for the three months ended June 30, 2004
was $7,000 compared to $6,000 for the three months ended June 30, 2003.

     The Company had a net loss in the quarter of ($12,000) in 2004 compared to
($19,000) in 2003.  The Company had a net loss per share of a nominal amount in
the quarter in 2004 and in the same quarter of 2003.  Readers should note that
since the first quarter of 2002, the Company has discontinued operations.

     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 $(630,000) at June 30, 2004.

     Cash used in operating activities was $3,000 for the three months ended
June 30, 2004 compared to $17,000 during the three months ended June 30, 2003.

<PAGE>

     There was no cash used in investing activities during the three months
ended June 30, 2004 or in the three months ended June 30, 2003.

     There was $2,000 and $17,000 cash provided by financing activities during
the three months ended June 30, 2004 or 2003, respectively.  This cash was the
result of proceeds from borrowings on a line-of-credit.

     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,  2004,  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.


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,  2004.  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
$633,000 of which is all current,  $3,000 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, 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.

     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 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 in the quarterly period ended June 30, 2004.


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.  None.







<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, 2003               By: /s/ Blair Zykan
                                         ----------------------------
                                         Blair Zykan, President, CEO, & CFO