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, 2003


                      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 December 31, 2003, the Registrant had 21,759,308 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 Sheet as of December 31, 2003 .........................     F-1

  Statements of Operations for the three and nine months ended
  December 31, 2003 and December 31, 2002 .......................     F-2

  Statements of Cash Flows for the nine months ended
  December 31, 2003 and December 31, 2002 .......................     F-3

  Notes to Consolidated Condensed Financial Statements ..........     F-4

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

Item 3 - Controls and Procedures ................................     4

Part II - Other Information .....................................     5

Signatures ......................................................     6



                                       2

<PAGE>

ITEM 1. FINANCIAL STATEMENTS

TDI HOLDING CORPORATION

BALANCE SHEET
(UNAUDITED)
                                                            As Of
                                                            December 31, 2003
                                                            -----------------
ASSETS

Current Assets:
Cash                                                            $5,000
Accounts receivable                                                  0
Other receivables                                                2,000
Receivables - related party                                      1,000
Prepaids                                                             0
                                                            -----------
Total current assets                                             8,000

Total Assets                                                    $8,000
                                                            ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable                                               $57,000
Accrued liabilities                                            356,000
Convertible Debenture                                          130,000
                                                            -----------
Total current liabilities                                      543,000

Note Payable - related party plus accrued
interest                                                        46,000

Stockholders' Deficit:
Common Stock, no par value; 50,000,000
shares authorized and 21,938,308 shares
issued and outstanding                                      13,227,000
Accumulated Deficit                                        (13,808,000)
                                                            -----------
Total stockholders' deficit                                   (581,000)
                                                            -----------
Total Liabilities and Stockholders' Deficit                     $8,000
                                                            ===========




See accompanying notes to these financial statements.

F-1

<PAGE>

<TABLE>
<CAPTION>

TDI HOLDING CORPORATION

STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended

                                                            Dec. 31, 2003                   Dec. 31, 2002
                                                            -----------------               -----------------
-----------------
<S>                                                         <C>                            <C>
Revenues                                                          $0                              $0

Cost of Revenues                                                   0                               0

Operating Expenses:
Expenses paid with stock
and stock options                                                  0                               0
Other general and Administative Costs                          (1,000)                         57,000
----------                                                  ----------                      ----------

Total operating Expenses:                                      (1,000)                         57,000

----------                                                  ----------                      ----------
Income (Loss) From Operations                                   1,000                         (57,000)

Other Income and (Expense)
Interest and other expense                                     (7,000)                         (9,000)
Other income                                                        0                               0
----------                                                  ----------                      ----------
Total Other Income and (Expense)                               (7,000)                         (9,000)

Net Loss                                                      ($6,000)                       ($66,000)
==========                                                  ==========                      ==========
Basic and Diluted Loss
Per Share                                                                                        0.00

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

</TABLE>


See accompanying notes to these financial statements.

F-2

<PAGE>

<TABLE>
<CAPTION>

TDI HOLDING CORPORATION

STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Nine Months Ended

                                                            Dec. 31, 2003                   Dec. 31, 2002
                                                            -----------------               -----------------
<S>                                                         <C>                            <C>

Revenues                                                         $0                          $301,000


Operating Expenses:
Materials, freight, packaging
and contract labor                                                0                           182,000
Salaries                                                          0                           414,000
Expenses paid with
stock and stock options                                           0                            75,000
Research and development costs                                    0                                0
Depreciation                                                      0                           120,000
Other general and
administrative costs                                         19,000                           355,000
Loss on disposal of assets                                        0                            523000
-----------                                                 ----------                      ----------

Total operating
expenses                                                     19,000                         1,669,000
-----------                                                 ----------                      ----------
Loss From Operations                                        (19,000)                       (1,368,000)

Other Income and (Expense)
Interest and other expense                                  (19,000)                          (39,000)
Other income                                                      0                            14,000
-----------                                                 ----------                      ----------
Total Other Income and (Expense)                            (19,000)                          (25,000)

Net Loss                                                    (38,000)                       (1,393,000)
===========                                                 ==========                      ==========
Basic and Diluted Loss
Per Share                                                                                        (0.06)

Weighted Average Shares
Outstanding                                                                                 21,926,631
==========                                                  ===========                     ===========
</TABLE>



See accompanying notes to these financial statements.

F-3

<PAGE>

<TABLE>
<CAPTION>

TDI HOLDING CORPORATION

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



                                                            Dec. 31, 2003                   Dec. 31, 2002
                                                            ----------------                ------------------
<S>                                                         <C>                             <C>

Cash Flows from Operating Activities:
Net loss                                                      ($38,000)                    ($1,392,000)         ***  DOESN'T MATCH.
Depreciation and amortization                                        0                         168,000
Loss on sale of fixed assets                                         0                           3,000
Loss on abandonment of leasehold improvements                        0                         520,000
Expenses paid with stock and stock options                           0                          75,000
Salary contributed by officer/director/
stockholder                                                          0                          34,000
Imputed Interest on Convertible Debt                            12,000                          16,000
Adjustments to reconcile net loss to net cash
from operating activities:
Changes in operating assets (Increase)/Decrease:
Restricted cash                                                      0                          35,000
Receivables                                                      5,000                          55,000
Receivables - related parties                                        0                           5,000
Inventories                                                          0                          13,000
Prepaids and other                                               4,000                          31,000
Increase (decrease) in accounts payable and
accrued liabilities                                            (10,000)                        128,000
                                                            -----------                     -----------
Net cash used in operating activities                         ($27,000)                      ($309,000)

Cash Flows from Investing Activities
Purchase of property and equipment                                   0                          (1,000)
Sale of property and equipment                                       0                           1,000

                                                            -----------                     -----------
Net cash used in investing activities                                0                               0

Cash Flows from Financing Activities
Repayment of notes and capital lease obligations                     0                         (74,000)
Proceeds from issuance of Convertible Debenture
Proceeds from Notes Payable
Net proceeds from stock issuance
Proceeds from related party note                                27,000                          21,000
                                                            -----------                     -----------
Net cash provided by (used in) financing
activities                                                      27,000                         (53,000)

Net (Decrease) Increase in Cash and Cash
Equivalents                                                          0                        (364,000)
Cash and Cash Equivalents, beginning
of period                                                        5,000                         376,000
                                                            -----------                     -----------
Cash and Cash Equivalents, end of period                        $5,000                         $12,000
                                                            ===========                     ===========
Supplemental Cash Flow Information
Cash paid for interest                                              $0                         $19,000
                                                            ===========                     ===========
Property and equipment acquired with
capital leases                                              $      -                        $      -
                                                            ===========                     ===========
</TABLE>


See accompanying notes to these financial statements.

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 the instructions for Form 10-QSB and do not include
all the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. These statements 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, 2003.

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 December 31, 2003, there was a net stockholders'
deficit of ($581,000). 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 un-
able 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 obligations on a timely basis, to obtain additional financing as may be re-
quired 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.




                                      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 TangibleData
should be evaluated in the context of these factors.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2003 COMPARED WITH THREE MONTHS ENDED
DECEMBER 31, 2002

     During the three months ended December 31, the Company had no revenue in
2003 or in 2002.

     The revenue decrease is a direct result of the discontinuation of business
another large computer manufacturer, and the transfer of operations to Allied
Vaughn.

     Other expense for the three months ended December 31, 2003 was $7,000
compared to $9,000 for the three months ended December 31, 2002.  The increase
was due primarily to the receipt of other income in the current period.

     Other general and administrative costs for the three months ended December
31, 2003 was $1,000 compared to ($57,000) for the three months ended December
31, 2002.  The decrease was due to reduced operations.

NINE MONTHS ENDED DECEMBER 31, 2003 COMPARED WITH NINE MONTHS ENDED DECEMBER 31,
2002

     During the nine months ended December 31, 2003, the Company had no revenues
compared with $301,000 during the nine months ended December 31, 2002.
Operations were discontinued in late 2002.

     Administrative costs for the nine month period ended December 31, 2003 was
$19,000 compared to $355,000 for the nine month period ended December 31, 2002.

     Interest and other expense for the nine month period ended ended December
31, 2003 was ($19,000) compared to ($39,000) for the nine month period ended
December 31, 2002.

      Loss from operations for the nine month period ended December 31, 2003 was
($19,000) compared to (1,368,000) for the same period in 2002.  The decrease in
loss was due to discontinued operations in 2002 and low activity in 2003. Loss
per share was nominal in the period in 2003 compared to ($.06) per share in 2002
in the period.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's working capital deficit was $535,000 approximately at
December 31, 2003. The decrease in working capital during the six months ended
December 31, 2003, was primarily due to the continuing net losses.  The Company
had only $8,000 in current assets and no cash for working capital.

                                       3

<PAGE>

     There was no cash used in investing activities during the nine month period
ended December 31, 2003.


NEED FOR ADDITIONAL FINANCING AND MERGER

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.

The Company has had losses since inception and due to its inability to raise a
desired level of financing or achieve business operations which are profitable.


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.

                                       4

<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 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

     None.


ITEM 3 - DEFAULTS ON SENIOR SECURITIES

     None.


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

     None.


ITEM 5 - OTHER INFORMATION

     None.


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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

     (b)  Reports on Form 8-K.  None.


                                       5

<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: February 17, 2004             By: /s/ Blair Zykan
                                         ------------------------------------
                                         Blair Zykan, President and
                                         Chief Financial Officer















                                       6