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 September 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) 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 September 30, 2004, the Registrant had 21,938,308 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 Sheets as of September 30, 2004 (unaudited) and
  March 31, 2004.................................................     F-1

  Statements of Operations for the three and six months ended
  September 30, 2004 and 2003 (unaudited)........................     F-2

  Statements of Cash Flows for the six months ended
  September 30, 2004 and 2003 (unaudited)........................     F-3

  Notes to Financial Statements (unaudited)......................     F-4

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

Item 3 - Controls and Procedures ................................     6

Part II - Other Information .....................................     7

Item 1 - Legal Proceedings ......................................     7

Item 2 - Unregistered Sales of Equity Securities and Use of
Proceeds ........................................................     7

Item 3 - Defaults Upon Senior Securities ........................     7

Item 4 - Submission of Matters to a Vote of Security Holders.....     8

Item 5 - Other Information ......................................     8

Item 6 - Exhibits ...............................................     8

Signatures ......................................................     9



                                       2

<PAGE>

ITEM 1. FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

                                TDI HOLDING CORP.

                                 BALANCE SHEETS

                                                                    SEPTEMBER 30, 2004         MARCH 31, 2004
                                                                       (unaudited)                   (**)
<S>                                                                  <C>                     <C>
ASSETS

Current Assets:
Cash and cash equivalents                                                 $ 3,000                 $ 4,000
Other receivables                                                         $     0                 $ 2,000
Receivables - stockholder & director                                      $     0                 $ 1,000
Other current assets                                                      $     0                ($ 3,000)
                                                                     -------------           -------------
Total current assets                                                      $ 3,000                 $ 4,000


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

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable                                                         $ 88,000                $ 88,000
Accrued liabilities                                                     $ 387,000               $ 372,000
Notes payable and Related Party                                          $ 45,000                $ 36,000
Note payable                                                            $ 130,000               $ 130,000
                                                                     -------------           -------------
Total current liabilities                                               $ 650,000               $ 626,000
                                                                     -------------           -------------

Total current liabilities                                               $ 650,000               $ 626,000
                                                                     -------------           -------------
Stockholders' (Deficit):
Common Stock, no par value; 100,000,000
shares authorized and 21,938,308 shares
issued and outstanding at September 30, 2004                         $ 13,250,000            $ 13,242,000
Accumulated Deficit                                                 $ (13,897,000)          $ (13,864,000)
                                                                     -------------           -------------
Total stockholders' (deficit)                                          $ (647,000)             $ (622,000)
                                                                     -------------           -------------
Total Liabilities and Stockholder's Deficit                               $ 3,000                $  4,000
                                                                     =============           =============
</TABLE>


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


                                      F-1

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


<PAGE>

<TABLE>
<CAPTION>


                                    STATEMENTS OF OPERATIONS
                               For the Three and Six Months Ended


                                        THREE MONTHS ENDING     THREE MONTHS ENDING     SIX MONTHS ENDING   SIX MONTHS ENDING
                                        SEPTEMBER 30, 2004      SEPTEMBER 30, 2003     SEPTEMBER 30, 2004   SEPTEMBER 30, 2003
                                        ------------------      ------------------      -----------------   ------------------- -
                                        (unaudited)             (unaudited)             (unaudited)         (unaudited)
<S>                                   <C>                     <C>                       <C>                <C>

Revenues                                     $ -                 $       -               $    3,000         $         -

Operating Expenses:
Salaries                                  $ 4,000                $       -                    8,000         $         -
General and administrative
costs                                     $10,000                $   6,000                   14,000         $    19,000
                                      ------------            -------------             ------------        -----------
Total operating
expenses                                  $14,000              $     6,000                   14,000         $    19,000
                                      ------------            -------------             ------------        -----------
Loss From Operations                     $(14,000)              $   (6,000)                ($19,000)       ($    19,000)

Other Income and (Expense)
Interest and other expense               $ (7,000)                $ (7,000)                ($14,000)       ($    13,000)
                                      ------------            -------------             ------------        -----------
Total Other Income and (Expense)         $ (7,000)                $ (7,000)                ($14,000)       ($    13,000)

Net Loss                                $ (21,000)              $  (13,000)                ($33,000)       ($    32,000)
                                      ============            =============             ============        ===========
Basic and Diluted Loss
Per Share                                  ($0.00)                 ($ 0.00)                  ($0.00)            ($0.00)

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


                                      F-2


<PAGE>
<TABLE>
<CAPTION>


                            STATEMENTS OF CASH FLOWS
                            For the Six Months Ended



                                                        SIX MONTHS ENDED        SIX MONTHS ENDED
                                                        SEPTEMBER 30, 2004      SEPTEMBER 30, 2003
                                                        ------------------      ------------------
                                                        (unaudited)             (unaudited)
<S>                                                     <C>                     <C>
Cash Flows from Operating Activities:
Net loss                                                $  (33,000)             ($   32,000)
Adjustments to reconcile net loss to net cash
from operating activities:
Accrued salaries contributed by officer and director    $    8,000              $         -
Changes in operating assets (Increase)/Decrease
Receivables                                                     -               $     3,000
Prepaids and other                                              -               $     4,000
Increase in accounts payable and
accrued liabilities                                     $   15,000              $     6,000
                                                        -----------             ------------
Net cash used in operating activities                   $  (10,000)            ($    19,000)
                                                        -----------             ------------
Cash Flows from Financing Activitities
Proceeds from Notes Payable                             $    9,000                   17,000
                                                        -----------             ------------
Net cash provided by financing activities               $    9,000              $    17,000

Net (Decrease) Increase in Cash and Cash
Equivalents                                             $   (1,000)             $  (  2,000)
Cash and Cash Equivalents, beginning
of period                                               $    4,000              $     5,000
                                                        -----------             ------------
Cash and Cash Equivalents, end of period                $    3,000              $     3,000
                                                        ===========             ============
</TABLE>


                                      F-3

<PAGE>

                               TDI HOLDING CORP.
                          NOTES TO 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 - 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 September 30, 2004,  there was  accumulated
deficit of  ($647,000).  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 September  30, 2004
but is expected to be completed in the third quarter of 2004.










                                      F-4


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OR 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 SEPTEMBER 30, 2004 COMPARED WITH THREE MONTHS ENDED
SEPTEMBER 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  September 30, 2004 and 2003, the Company had
$0 in  revenue.  There  were  salaries  of  $4,000  for the three  months  ended
September 30, 2004 compared to no salaries for the three months ended  September
30, 2003.  There was no  depreciation  for the three months ended  September 30,
2004 and 2003.

     Accrued interest and other expense for the three months ended September 30,
2004 and 2003 was $7,000.

     The Company had a net loss in the quarter of ($21,000) in 2004  compared to
($13,000) 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.

                                       3

<PAGE>

     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.


SIX MONTHS ENDED SEPTEMBER 30, 2004 COMPARED WITH SIX MONTHS ENDED
SEPTEMBER 30, 2003

     During the six months ended  September  30, 2004 and 2003,  the Company had
$3,000 and $0 in other income, respectively.

     Interest and other expense for the six months ended  September 30, 2004 was
$14,000 compared to $13,000 for the six months ended September 30, 2003.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's working capital deficit was $647,000 at September 30, 2004.

     Cash used in  operating  activities  was $10,000  for the six months  ended
September 30, 2004 compared to $19,000 during the six months ended September 30,
2003.

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

     There was $9,000 and $17,000 cash provided by financing  activities  during
the six months ended September 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  September  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.

                                       4

<PAGE>

     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

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.

     We have had losses since inception and due to our inability to raise a
desired level of financing, we have reached a point where our financial
situation became critical.

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
$650,000 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.


                                       5

<PAGE>

     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. 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 September 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.

                                       6

<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 - UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS

     None.


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

     None.


                                       7

<PAGE>

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 27, 2004, the  shareholders of the Company,  at an Annual Meeting of the
Shareholders,  1)  approved  a  change  of name of the  Company  to a name to be
determined by the Board of  Directors,  2) approved  further  approved a reverse
split of the  Company's  common stock on a one for 44 basis to become  effective
when determined by the Board of Directors,  and 3) appointed Blair Zykan,  Louis
F. Coppage, and Jay Reano as directors of the Company.

There were 21,759,308  shares issued and outstanding at the date of the meeting.
A quorum of  shareholders  were present at the meeting,  and the name change and
reverse split were approved by a majority vote.


ITEM 5 - OTHER INFORMATION

     None.


ITEM 6 - EXHIBITS

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

     (b)  Reports on Form 8-K:  8-K filed 8/12/04


                                       8

<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: November 12, 2004             By: /s/ Blair Zykan
                                         ------------------------------------
                                         Blair Zykan, President and
                                         Chief Financial Officer















                                       9