Exhibit 32


                     CERTIFICATION OF DISCLOSURE PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with the  Quarterly  Report of TDI Holding  Corp.  Company  (the
"Company") on Form 10-QSB for the period ending  December 31, 2004 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report").  I,
Blair Zykan, Chief Executive Officer and Chief Financial Officer 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:  February 17, 2005           Officer: CEO/CFO

                                             Name: Blair Zykan
                                                   /s/ Blair Zykan
                                                   -----------------------------
                                             Position: CEO/CFO