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, 2002

                      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 February 10, 2003, the Registrant had 21,938,308 shares of its no par
value common stock outstanding.








                             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, 2002 .........................     3

  Statements of Operations for the three and nine months ended
  December 31, 2002 and December 31, 2001 .......................     4

  Statements of Cash Flows for the nine months ended
  December 31, 2002 and December 31, 2001 .......................     6

  Notes to Consolidated Condensed Financial Statements ..........     7

Item 2 - Management's Discussion and Analysis and Results
         of Operations ..........................................     9

Item 3 - Controls and Procedures ................................    11

Part II - Other Information .....................................    12

Signatures ......................................................    13

Certifications ..................................................    13





















                                       2


                           TDI HOLDING CORPORATION

                                 BALANCE SHEET
                                  (UNAUDITED)
                                                       As Of
                                                 December 31, 2002
                                                 ------------------
  ASSETS

Current Assets:
  Cash                                               $    12,000
  Accounts receivable                                      6,000
  Other receivables                                        8,000
  Receivables - related party                              1,000
  Prepaids                                                 9,000
                                                     -----------
     Total current assets                                 36,000

Total Assets                                         $    36,000
                                                     ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                   $    68,000
  Accrued liabilities                                    247,000
                                                     -----------
     Total current liabilities                           315,000

Convertible Debenture                                    130,000

Note Payable - related party plus accrued
  interest                                                21,000

Stockholders' Equity:
  Common Stock, no par value; 50,000,000
   shares authorized and 21,938,308 shares
   issued and outstanding at December 31, 2002        13,227,000
  Accumulated Deficit                                (13,657,000)
                                                     -----------
     Total stockholders' deficit                        (430,000)
                                                     -----------
     Total Liabilities and Stockholders' Equity      $    36,000
                                                     ===========




See accompanying notes to these financial statements.







                                      3



                             TDI HOLDING CORPORATION

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                            For the Three Months Ended


                                  Dec. 31, 2002       Dec. 31, 2001
                               -----------------   -----------------

Revenues                          $     --            $  273,000

Cost of Revenues                                        (102,000)

Operating Expenses:
  Expenses paid with stock
    and stock options                   --                97,000
  Other general and
    administrative costs              57,000             333,000
                                  ----------          ----------

     Total operating
      expenses                        57,000            430,000
                                  ----------         ----------
Loss From Operations                 (57,000)          (259,000)

Other Income and (Expense)
  Interest and other expense          (9,000)           (13,000)
  Other income                          --                2,000
                                  ----------         ----------
Total Other Income and (Expense)      (9,000)           (11,000)

Net Loss                          $  (66,000)        $ (270,000)
                                  ==========         ==========
Basic and Diluted Loss
  Per Share                             (.00)              (.02)

Weighted Average Shares
  Outstanding                     21,938,308         16,852,023
                                  ==========        ===========









See accompanying notes to these financial statements.

                                      4




                          TDI HOLDING CORPORATION

                         STATEMENTS OF OPERATIONS
                                (UNAUDITED)
                         For the Nine Months Ended



                                 Dec. 31, 2002       Dec. 31, 2001
                               -----------------   -----------------

Revenues                         $   301,000         $  474,000


Operating Expenses:
  Materials, freight, packaging
    and contract labor               182,000            245,000
  Salaries                           414,000            513,000
  Expenses paid with
    stock and stock options           75,000             97,000
  Research and development costs        --               24,000
  Depreciation                       120,000             80,000
  Other general and
     administrative costs            355,000            329,000
  Loss on disposal of assets         523,000               -
                                 -----------         ----------

     Total operating
      expenses                     1,669,000          1,288,000
                                 -----------         ----------
Loss From Operations              (1,368,000)          (814,000)

Other Income and (Expense)
  Interest and other expense         (39,000)           (32,000)
  Other income                        14,000              4,000
                                 -----------         ----------
Total Other Income and (Expense)     (25,000)           (28,000)

Net Loss                         $(1,393,000)          (842,000)
                                 ===========         ==========
Basic and Diluted Loss
  Per Share                             (.06)              (.05)

Weighted Average Shares
  Outstanding                     21,926,631         15,655,225
                                  ==========        ===========













See accompanying notes to these financial statements.


                                     5


                           TDI HOLDING CORPORATION

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

<TABLE>
<CAPTION>
                                                   Dec. 31, 2002        Dec. 31, 2001
                                                ------------------   ------------------
<S>                                             <C>                  <C>
Cash Flows from Operating Activities:
  Net loss                                         $(1,392,000)         $(  842,000)
  Depreciation and amortization                        168,000               87,000
  Loss on sale of fixed assets                           3,000                 --
  Loss on abandonment of leasehold improvements        520,000                 --
  Expenses paid with stock and stock options            75,000               97,000
  Salary contributed by officer/director/
    stockholder                                         34,000                 --
  Imputed Interest on Convertible Debt                  16,000                 --
  Adjustments to reconcile net loss to net cash
   from operating activities:
    Changes in operating assets (Increase)/Decrease:
     Restricted cash                                    35,000               43,000
     Receivables                                        55,000             (144,000)
     Receivables - related parties                       5,000                 --
     Inventories                                        13,000              (49,000)
     Prepaids and other                                 31,000               (5,000)
    Increase (decrease) in accounts payable and
     accrued liabilities                               128,000              150,000
                                                   -----------          -----------
     Net cash used in operating activities         $  (309,000)         $  (663,000)

Cash Flows from Investing Activities
 Purchase of property and equipment                     (1,000)             (24,000)
 Sale of property and equipment                          1,000                 --
 Capital costs of internal use software                   --               (152,000)
                                                   -----------          -----------
     Net cash used in investing activities                --               (176,000)

Cash Flows from Financing Activities
 Repayment of notes and capital lease obligations      (74,000)             (52,000)
 Proceeds from issuance of Convertible Debenture          --                 80,000
 Proceeds from Notes Payable                              --                 12,000
 Net proceeds from stock issuance                         --                506,000
 Proceeds from related party note                       21,000                 --
                                                   -----------          -----------
     Net cash provided by (used in) financing
       activities                                      (53,000)             546,000

Net (Decrease) Increase in Cash and Cash
  Equivalents                                          364,000             (293,000)
Cash and Cash Equivalents, beginning
 of period                                             376,000              325,000
                                                   -----------          -----------
Cash and Cash Equivalents, end of period           $    12,000          $    32,000
                                                   ===========          ===========
Supplemental Cash Flow Information
 Cash paid for interest                            $    19,000          $    35,000
                                                   ===========          ===========
Property and equipment acquired with
 capital leases                                    $      -             $    22,000
                                                   ===========          ===========
</TABLE>




See accompanying notes to these consolidated financial statements.



                                      6


                            TDI HOLDING CORPORATION

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  (unaudited)

Note 1 - Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information.  They do not include all information and notes required
by generally accepted accounting principles for complete financial statements.
However, except as disclosed herein, there has been no material change in the
information disclosed in the notes to the financial statements included in our
10-KSB for the period ended March 31, 2002.  In our opinion, all adjustments
consisting of normal recurring accruals considered necessary for a fair
presentation have been included.  Operating results for the periods presented
are not necessarily indicative of the results that may be expected for the
full year.

The accounting policies we followed are set forth in Note 1 to our financial
statements included in our 10-KSB for the period ended March 31, 2002.  These
financial statements should be read in conjunction with the financial
statements and notes included in the 10-KSB.

Note 2 - Going Concern on Loss Accrual on Subsequent Sale of Assets

The accompanying financial statements have been prepared on a going concern
basis which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  Since inception, the Company
has realized significant losses and as of December 31 has a working capital
deficiency and stockholder's deficiency.

Furthermore, in October 2002, the Company sold its primary assets for an
amount to be paid based on future profits, if any, of the assets sold.  These
conditions raise substantial doubt as to the ability of the Company to
continue operations as a going concern.  The financials, other than a loss of
$523,000 recorded on the sale, do not include any other adjustments should the
Company be unable to continue operations as a going concern.

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.



                                      7


Note 3 - Note Payable - Related Party

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 upon receipt of
payments from the Buyer.  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.

On September 20, 2002, the Board approved a proposed $50,000 Promissory  Note
and Security Agreement with HPI Services, 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.

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
Willette Acquisition Corp. or September 6, 2005; 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 Willette
Acquisition Corp. and the proceeds from the Agreement.

During the period ended December 31, 2002, the Company, the Company received
$19,417 and $1,228 of accrued interest on the note, which it applied to
outstanding liabilities.

Note 4- Lease Contingency

In connection with the sale of the Company's primary assets, the Company
vacated its operating lease.  The landlord commenced legal action for $38,000
for past rent and unspecified amount for future rent.  Total future rental
payments are approximately $1,350,000.  The Company believes the lease
provides for early termination and is attempting to settle this dispute for
approximately $155,000, which has been accrued as of December 31, 2002. See
Item 1 below.

Note 5 - Stockholders' Equity

During October 2001, a convertible debenture was issued for $80,000 cash and
the conversion of a $50,000 note payable.  The debenture was convertible until
April 23, 2002 at $.20 per share and is due on October 23, 2004.  In
accordance with required accounting guidance, a discount of $130,000 was
originally recorded on the debenture to reflect the value conversion feature
being below the quoted market price of the stock on the day of issuance.  This
discount was amortized as additional interest expense over the term of the
conversion period.







                                      8



                                   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.
Forward-looking information provided by the Company should be evaluated in the
context of these factors.

RESULTS OF OPERATIONS

     THREE MONTHS ENDED DECEMBER 31, 2002 COMPARED WITH THREE MONTHS ENDED
DECEMBER 31, 2001

     During the three months ended December 31, 2002, the Company had no
revenue compared with $273,000 during the three months ended December 31,
2001.  The revenue decrease is a direct result of the the transfer of
operations to Allied Vaughn.

     The only operating expenses the Company had during the three months ended
December 31, 2002 were $57,000 of other general and administrative expenses
compared with $333,333 of such expenses during the three months ended December
31, 2001.

     Other income and expense for the three months ended December 31, 2002 was
$(9,000) compared to $(11,000) for the three months ended December 31, 2001.
The decrease was due primarily to the transfer of operations to Allied Vaughn.

     NINE MONTHS ENDED DECEMBER 31, 2002 COMPARED WITH NINE MONTHS ENDED
DECEMBER 31, 2001

     During the nine months ended December 31, 2002, the Company had revenue
of $301,000 compared with $474,000 during the nine months ended December 31,
2001.

     The revenue decrease over the previous year is a direct result of the
decline in orders from the Company's largest customer due to the customer's
well-publicized merger with another large computer manufacturer and the
transfer of operations to Allied Vaughn.

     Materials, freight, packaging and contract labor for the nine months
ended December 31, 2002 was $182,000 (60.5% of total sales) compared to
$245,000 (51.7% of total sales) for the nine months ended December 31, 2001,
due to the low level of sales in the prior year.

                                       9




     Salaries for the nine months ended December 31, 2002 were $414,000
compared to $513,000 for the nine months ended December 31, 2001.  The reason
for the decrease was the transfer of operations to Allied Vaughn.

     Expenses paid with stock and stock options for the nine months ended
December 31, 2002 was $75,000 compared to $97,000 for the nine months ended
December 31, 2001.

     Interest and other expense for the nine months ended December 31, 2002
was $30,000 compared to $32,000 for the nine months ended December 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's working capital deficit was $279,000 at December 31, 2002.
The decrease in working capital during the nine months ended December 31,
2002, was primarily due to the net loss of $(1,351,000).

     Cash used in operating activities was $309,000 for the nine months ended
December 31, 2002 compared to $663,000 during the nine months ended December
31, 2001.  The primary reason for the cash used in operating activities during
the nine months ended December 31, 2002 was the $1,392,000 net loss.  The
biggest reasons for the decrease from the prior year were the increase in
accounts payable and accrued liabilities of $128,000 in the most recent nine
months compared to an increase in accounts payable of $150,000 during the
prior year.

     There was no cash used in investing activities during the nine months
ended December 31, 2002 compared with $176,000 for the nine months ended
December 31, 2001, primarily related to capitalization of internally developed
software costs.

     Cash used in financing activities was $53,000 during the nine months
ended December 31, 2002 compared to cash provided in financing activities of
$546,000 during the nine months ended December 31, 2001.  During the most
recent nine months the Company repaid a note for $74,000 and during the
comparable nine month period in the prior year the Company received $506,000
from the sale of stock.

     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
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.  As of December 31, 2002, the Company
impaired the related assets sold, which resulted in a loss of $523,000, 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.




                                      10


     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.

     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.

     As part of the Purchase Agreement, the Buyer entered into employment
agreements with Blair Zykan (President and a Director of the Company),  Joanne
Keys (Chief Technical Officer of the Company), and Alex de St. Simon (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 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.

                                     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.

                                       11


                          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 alleges that the Company is in violation of the terms
of its lease and seeks 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, and is seeking
to settle this matter with the landlord.

ITEM 2 - Changes in Securities and Use of Proceeds.

     During the quarter ended December 31, 2002, the Company did not sell any
securities which were not registered under the Securities Act of 1933, as
amended.

ITEM 3 - Defaults on Senior Securities.

     None.

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

     On October 22, 2002, we held a special meeting of the Company's
shareholders at which the shareholders approved the Purchase Agreement with
Willette Acquisition Corp.  The number of shares voted for approving the
Purchase Agreement was 12,388,974.  There were no shares voted against or
abstentions and there were no broker non-votes.

ITEM 5 - Other Information.

     None.

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

     (a)  Exhibits.  None.

     (b)  Reports on Form 8-K.  The Company filed one report on Form 8-K dated
October 22, 2002, reporting information under Item 2 - Acquisition or
Disposition of Assets.













                                      12


                                  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 19, 2002             By:/s/ Blair Zykan
                                        Blair Zykan, President and
                                        Chief Financial Officer


                                CERTIFICATIONS

     I, Blair Zykan, certify that:

     1.     I have reviewed this quarterly report on Form 10-QSB of TDI
Holding Corporation;

     2.     Based on my knowledge, this quarterly 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
this quarterly report;

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

     4.     The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            (a)  designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;

            (b)  evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and

            (c)  presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

     5.     The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent functions):


                                     13

            (a)  all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and

            (b)  any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and

     6.     The registrant's other certifying officers and I have indicated in
this quarterly 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 our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Dated: February 19, 2002


                                  /s/ Blair Zykan
                                  Blair Zykan, President and CEO
                                  (Principal Executive Officer) and
                                  Chief Financial Officer
                                  (Principal Financial Officer)


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

     I certify that, to the best of my knowledge and belief, the Quarterly
Report on Form 10Q-SB of TDI Holding Corporation for the period ending
December 31, 2002:

      (1)   complies with the requirements of Section 13(a) or 15(d) of the
            Securities Exchange Act of 1934; and

      (2)   the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of
            operations of TDI Holding Corporation.




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










                                       14